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Portugal has finally ensured the application of Regulation (EU) 2023/1114 on markets in crypto-assets (“MiCA Regulation”) through Law No. 69/2025, which establishes the framework for supervision and cooperation between national authorities.

This law allocates responsibilities between the Bank of Portugal and the Portuguese Securities Market Commission (Comissão de Mercado de Valores Mobiliários - “CMVM”), regulates authorisation and notification procedures, and sets out specific duties for crypto-asset service providers.

1. Competent authorities in the Portuguese crypto-asset market

The MiCA Regulation entered into force on 30 December 2024 but created a transitional period of 18 months, during which entities authorised under previous legislation could continue their activities. However, new operators needed authorisation from the competent national authority of each Member State.

Until now, Portugal had not designated a national authority to approve authorisation requests for crypto-asset services.

Law No. 69/2025 has addressed this issue by appointing the Bank of Portugal and the CMVM as the competent supervisory authorities in Portugal.

The supervision responsibilities were split as follows:

• Bank of Portugal:

- Authorisation of crypto-asset service providers;

- Acquisition of stakes in crypto service providers;

- Identification of significant crypto-asset service providers;

- Matters related to asset-referenced tokens and electronic money tokens; e

- Prudential requirements, governance arrangements of crypto-asset service providers, as well as outsourcing and orderly wind-down of crypto-asset service providers.

• CMVM:

–      Prevention and prohibition of market abuse related to crypto-asset;

–      Supervision of public offerings and admission to trading of crypto-asset other than Asset-Referenced Tokens and Electronic Money Tokens;

–      Supervision of compliance with obligations applicable to all crypto-asset service providers; e

–      Supervision of compliance with obligations related to specific crypto-asset services.

2. Authorisation and notification procedures

In what concerns authorisations and notifications, the law establishes a coordinated procedure between the two authorities:

• The Bank of Portugal must inform the CMVM within two business days of any notifications or authorisation requests it receives;
• The CMVM has (i) 10 business days to issue an opinion on the completeness of the notification or authorisation request and (ii) 15 business days to issue an opinion on the granting or refusal of the authorisation, after receiving confirmation from the Bank of Portugal that the request is complete.

The new law also requires the Bank of Portugal and the CMVM to publish and maintain an up-to-date list of entities authorised or licensed to provide crypto-asset services in Portugal, specifying the services for which they are authorised.

3. New duties applicable to service providers

The law imposes a set of organisational duties on crypto-asset service providers.

These providers are now required to ensure that employees giving advice have adequate knowledge and skills, and for this purpose must:

• Define the employees’ responsibilities;
• Annually assess the adequacy of their knowledge and skills; and
• Submit documentation to the CMVM upon request.

In addition to these obligations, the legislator appears to intend to extend the requirement to make available a complaints book, as established in Decree-Law No. 156/2005, to crypto-asset service providers, although the wording of the law is not entirely clear.

4. Transicional rules

The law establishes transitional rules for crypto-asset service providers.

Entities already registered with the Bank of Portugal, with their activity started and properly notified, may continue their operations until 1 July 2026 or until authorisation is granted or refused under Article 63 of the MiCA Regulation, whichever occurs first.

On the other hand, with the entry into force of the new law, the following registrations will expire:

• Registration and/or modification requests that were pending under the previous law as of 30 December 2024; and
• The registration of entities that, although already registered by 30 December 2024, had not yet started their activity and properly notified it.

5. Conclusions

Law No. 69/2025 fills a gap in the Portuguese legal system by establishing a clear and operational framework for the application of European rules governing crypto-assets in Portugal, thereby resolving many of the uncertainties that had previously prevented new players from entering the market.

Crypto-asset service providers, as well as entities intending to offer such services in Portugal, must now ensure compliance with the obligations established under this law.

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Summary

The final version of the 2026 State Budget (2026 SB) approved by the Parliament includes some changes when compared to the Government proposal presented in October 2025.

In addition to the measures included in the Government proposal – update of PIT brackets, reduction of the PIT rates applicable to the 2nd to 5th brackets, and extension of the wage enhancement incentive - the final version of the 2026 SB contemplates new rules on the deduction of teleworking expenses.

State Budget – Tax Measures

Law No. 73-A/2025 approved the State Budget for 2026 (2026 SB). The final version of the 2026 SB includes some additional changes beyond those included in the initial version.

This newsletter summarizes the main tax changes foreseen in the 2026 SB.

Personal Income Tax

Regarding Personal Income Tax (PIT), the proposed changes are as follows:

• PIT brackets update. The PIT brackets will be updated by 3,5%.

• Reduction of PIT rates. Reduction of the PIT rates for the 2nd to the 5th brackets, according to the following table:

• Minimum subsistence amount. The reference value for the minimum subsistence will be increased from €12.180 to €12.880.
• Negative scope of incidence*. The compensations and allowances paid to firefighters for voluntary activity will not be subject to income tax (PIT), up to an annual limit of six times the social support index (€3,222.78) per firefighter.
• Special rates*. The compensations and allowances paid to firefighters for their activity are no longer considered tips for PIT purposes and, therefore, are no longer subject to special rates (up to an annual limit of three times the social support index, i.e., €1,611.39 per firefighter).
• Deductions for high-wear professions*. Expenses for health insurance, personal accident insurance, and life insurance that include coverage for sports injuries and retirement supplements can now be deducted for PIT purposes, provided they relate to individuals in high-wear professions.
• Deduction of VAT*. The deduction of part of the VAT paid on certain expenses will be extended to the purchase of books from specialized stores, tickets for cultural performances (theatre, music, dance, and other artistic activities), visits to museums, historical sites and monuments, as well as expenses for borrowing books and other materials from libraries and archives.

Corporate Income Tax

In relation to the Corporate Income Tax (CIT), the 2026 State Budget includes the following changes:

• Autonomous taxation. Expansion of the list of vehicles eligible for reduced autonomous taxation rates. In addition to plug-in hybrid vehicles with a minimum electric range of 50 km and emissions below 50 gCO?/km, vehicles approved under the “Euro 6e-bis” emissions standard — which allows emissions up to 80 gCO?/km — will also be included.
• Social utility expenditures*. Compensation paid to employees for additional teleworking expenses is now recognised as a tax-deductible expense of the company, up to 15% of personnel costs. Furthermore, these expenses are eligible for a 10% additional relief when calculating taxable profit. Additional teleworking expenses include costs related to IT or telecommunications equipment and systems necessary for work, provided the employees did not already have them prior to the teleworking agreement.

It should be noted that the announced reduction of the CIT rate from 20% to 19% in 2026 was approved by Law No. 64/2025.

Value Added Tax

Regarding Value Added Tax (VAT), the following measures have been approved:

• Exemptions on operations related to suspensive regimes*. VAT exemption now covers not only the sale of tricycles, wheelchairs, and passenger cars for the personal use of people with disabilities, but also sales made to non-profit entities such as associations, sports federations, IPSS, cooperatives, and associations of and for people with disabilities.
• Reduced VAT rate. Application of the reduced VAT rate to:
  • Services related to the processing of olives into olive oil;
  • On the transfer of edible meat and offal, fresh or frozen, from game species of large or small game*; and
  • On the transfer of art objects carried out by registered resellers, in addition to transfers made by the author, heirs, or legatees*.
• Extension of VAT exemption approved by Law No. 10-A/2022*. The exemption on the sale of goods used in agricultural activity, such as fertilizers, seeds, cereals, animal feed, and glass bottles, as well as pet food when supplied to legally established animal protection associations, is extended until 31 December 2026.
• Extension of the extraordinary support scheme for agricultural production costs*. This scheme is extended until 31 December 2026.

Real Estate Transfer Tax

Regarding the Real Estate Transfer Tax (RETT), the 2026 State Budget includes the following change:

• Tax brackets adjustments. Update of RETT brackets by 2%.

Tax Benefits

The 2026 State Budget includes the following amendments to the Tax Benefits Statute:

• Incentive for wage increases: Maintenance in 2026 of the exemption from PIT and social security contributions, up to 6% of the annual base salary, on productivity bonuses, performance bonuses, profit-sharing, and balance-sheet gratifications that are irregular in nature. Reduction of the minimum required salary increase from 4.7% to 4.6% for companies to benefit from the 200% relief in relation to the expenses related to salary raises for employees with permanent contracts.
• Incentive for consolidation of rural properties: Extension of tax incentives for the consolidation of rural properties (exemption from RETT and stamp duty on the transfers of rural properties required for the consolidation).
• Other benefits: Extension of several tax benefits until 31 December 2026, namely:
  • Deductions under social impact bond partnerships;
  • External loans and rental of imported equipment;
  • Financial services from public entities;
  • Swaps and loans from non-resident financial institutions;
  • Deposits from non-resident credit institutions;
  • Repo operations with non-resident financial institutions;
  • Management entities of designations of origin and geographical indications;
  • Entities managing integrated systems for specific waste flow management;
  • Sports, cultural, and recreational associations;
  • Associations and confederations;
  • Tax incentives for forestry activities;
  • Forest management entities and forest management units;
  • Deduction for the determination of taxable profit for companies;
  • Deductions from individual income tax;
  • Value Added Tax (VAT) – transfers of goods and services provided free of charge.

Special Contributions

The 2026 State Budget includes the following measures:

• Special contributions. Continuation of the main extraordinary special contributions, namely:
  • Contribution to the audiovisual sector;
  • Contribution in the banking sector;
  • Contribution in the pharmaceutical industry;
  • Extraordinary contribution by suppliers to the medical devices industry of the National Health Service; and
  • Extraordinary contribution in the energy sector (CESE).
• Solidarity surcharge in the banking sector. Repeal of the solidarity surcharge on the banking sector, following its declaration of unconstitutionality by the Constitutional Court.
• Contribution to the audiovisual sector. No adjustment of the contribution to the audiovisual sector in 2026.
• Extraordinary Contribution in the energy sector. Companies operating in transportation, distribution, or underground storage of natural gas will no longer be subject to this contribution, in accordance with the unconstitutionality rulings by the Constitutional Court. Assets dedicated to the operation of electricity transmission and distribution networks, acquired from 1 January 2026, in new condition, constructed, or expanded will be excluded from the CESE tax base.

Acessory Obligations

Finally, the 2026 State Budget also includes the following measures:

• Inventory. Taxpayers will be exempt from the obligation to value inventories when fulfilling the reporting requirement under Article 3.º-A of Decree-Law No. 198/2012:
  • For the taxable period starting on or after January 1, 2025; and
  • For taxpayers not required to maintain a permanent inventory, for the taxable period starting on or after January 1, 2026.
• SAF-T. Submission of the SAF-T (PT) accounting file, as defined by Ordinance No. 31/2019, will apply to the 2027 and subsequent periods, to be submitted in 2028 or later periods.
• Invoices. Until December 31, 2026, invoices in PDF format will be accepted and electronic invoices for all purposes established in tax legislation.

*Changes introduced during the discussion of 2026 SB at the Parliament.

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ANACOM has opened a public consultation, following its decision of 2 December 2025, on the draft decision qualifying the wholesale international traffic transport service and its subjection to the Electronic Communications Law in Portugal. The consultation will remain open until 19 January 2026.

Purpose and scope of the draft decision

The draft sets out ANACOM’s interpretation of the statutory definitions of electronic communications networks and electronic communications services. These provisions establish the technical and functional criteria that determine the objective and subjective scope of the law and, consequently, the extent of ANACOM’s regulatory powers.

To address questions raised in administrative and judicial proceedings, the draft describes the wholesale international traffic transport service, examines its qualification under these statutory definitions, and identifies the criteria for determining when its provision falls within the scope of the Electronic Communications Law.

Submission of Contributions

Interested parties may submit their contributions in writing and in Portuguese to enquadramento.carriers@anacom.pt until 19 January 2026, with a maximum size of 20 MiB. A non-confidential version must be submitted simultaneously for publication.
Once the consultation closes, ANACOM will publish the final decision, the contributions received, and a report summarising those contributions together with the Authority’s position on them.

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The new Cybersecurity Law transposes the NIS 2 Directive to the Portuguese internal law and significantly expands the range of entities subject to cybersecurity obligations. It introduces stronger responsibilities for management bodies, more detailed and harmonised risk management obligations, and new rules on identification, reporting and oversight. It also creates separate supervisory models for Essential Entities and Important Entities, replacing the previous NIS 1 structure, and establishes a significantly stricter sanctioning regime. The new Cybersecurity Law becomes effective on April 4, 2026, and its practical implementation will depend on further technical instructions from the CNCS and sectoral authorities.

A NEW LEGAL FRAMEWORK

The new Cybersecurity Law marks a significant evolution from the previous NIS 1 regime, which imposed less detailed duties and applied to a more limited group of entities. The scope is now substantially broadened to include sectors and subsectors that were not covered under NIS 1. It strengthens the obligations of public and private entities that perform essential or important functions for the economy and society.

Scope and Covered Entities

By contrast with the previous NIS 1 regime applied, only to specific public bodies within narrowly defined critical sectors, the new Cybersecurity Law divides covered entities into three categories:

1. Essential Entities, comprising entities from critical sectors that exceed the thresholds for medium-sized enterprises, medium-sized electronic communications providers, qualified trust service providers, TLD registries and DNS providers. The classification also depends on the entity’s level of exposure to risk and its potential impact;
2. Important Entities, which are entities operating in the same critical sectors that do not meet the criteria for Essential Entities; and
3. Relevant Public Entities, covering public bodies not included in the first two categories and distributed across Groups A and B depending on their size.

But, as under NIS 1, public entities operating in the fields of national security, public security, defence and intelligence services, are excluded.

New Obligations for Companies

Covered entities must register on the CNCS (National Centre for Cybersecurity) electronic platform within 30 days of starting their activity or, for existing entities, within 60 days of the platform becoming available.

The new Cybersecurity Law assigns direct responsibility for cybersecurity risk management to management bodies, whereas the previous regime imposed less explicit and less enforceable duties. Failure to ensure adequate oversight may lead to liability and sanctions for directors.

Management bodies of Essential Entities and of Important Entities now have reinforced obligations to approve and monitor cybersecurity measures, including ensuring regular training.

Risk Management Obligations

Essential Entities and Important Entities must implement technical and organisational measures proportional to their risk exposure and adopt a risk management system covering all assets and systems necessary for service continuity. Such measures must follow CNCS guidelines and risk matrices and reflect relevant technological developments.

For this purpose, the new Cybersecurity Law:

• sets minimum security requirements, including risk management policies, business continuity measures, access controls and multifactor authentication;
• requires the assessment and documentation of residual risk and the prompt adoption of corrective measures;
• imposes upon each entity the obligations to prepare an annual report, to appoint a cybersecurity officer and to maintain a permanent contact point with continuous availability.

The new Cybersecurity Law establishes a national cybersecurity certification system for ICT products and services, allowing entities to demonstrate compliance and streamline conformity processes.

Incident Notification

The new Cybersecurity Law sets shorter deadlines for reporting significant incidents and security breaches. Entities must submit an initial notification within 24 hours, an update within 72 hours and a final report within 30 business days after the impact ends. Under NIS 1, notifications had to be made “without undue delay”, with no fixed deadlines, giving competent authorities considerable discretion.

Role of the National Cybersecurity Centre (CNCS)

The CNCS continues to act as the national coordinator for cybersecurity but now assumes additional supervisory, auditing, inspection and technical guidance functions, substantially expanding the role foreseen under NIS 1.

Supervisory intensity varies according to whether an entity is classified as essential or important. Essential Entities are subject to continuous supervision, including audits, inspections and testing, whereas Important Entities are generally subject to reactive supervision, primarily after incidents or indications of non-compliance.

Significantly higher penalties for serious or very serious infringements will be in place, setting limits of up to €10 million or 2 percent of turnover for Essential Entities and up to €7 million or 1.4 percent for Important Entities.

Entry into Force and Transitional Period

The new Cybersecurity Law enters into force 120 days after publication, which occurred on December 4, 2025. The CNCS and sectoral authorities are currently preparing technical instructions and complementary rules that will operationalise the new obligations.

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Introduction

As more businesses now operate in multiple countries, the standardisation of contract templates is increasingly important to facilitate legal operations and manage legal risks.

Most international businesses have contract standardisation projects, but these efforts are generally based on a single law's conceptual framework. Only few companies have adopted coherent and integrated global templates that can be adapted to multiple jurisdiction with little effort. The prevailing approach remains American-centric, reflecting the United States standing as the largest economy in the world. This approach persists in many in-house legal departments, even in non-US global companies. The US-centric model is the prototype of a "one-size-fits-all" approach, where local contracts must conform with standards based in the common law and in US culture overlooking important differences of local laws.

In this article, we propose a method for creating global templates that address universal legal issues while recognising the need for adaptation. The proposed method assumes that by identifying the points of convergence and divergence, legal drafters can develop clauses to be applied globally and others that allow for adaptation to meet the requirements of specific jurisdictions. This top-down approach reduces the need for adaptation, improves standards and more easily ensures compliance with local laws and cultures.

BACKGROUND

As business relations developed and expanded over the last 100 years or more, the world has evolved from businesses based and centred in their home countries to multinational businesses with a worldwide reach.

Before 1950, businesses operated mostly in a single country with exports being mere extensions of their local business. After World War II, large multinational businesses emerged, whose international business might at times exceed its domestic markets. More recently, we are seeing businesses whose international components not only exceed the value of their domestic business but are intrinsically global.

The approach to legal and contractual issues followed along the same lines. In a first moment, international companies would conform to the practices of the countries where they had a presence, with only some oversight from general counsels based in the US or elsewhere.

In the first half of the twentieth century, changes occurred in the contractual landscape with attempts by the International Chamber of Commerce (ICC) to standardise legal terms of international commerce. The ICCs Incoterms established in 1936 are one of the most successful set of international contract terms and essential to international trade.

The ICC also created various model contracts and clauses, that include models for joint venture, distribution and franchising agreements, among many others.

The International Trade Centre (ITC), a joint agency of the World Trade Organisation (WTO) and the United Nations (UN), created a series of model contracts directed primarily to small and medium-sized enterprises, which include a corporate joint venture agreement, a commercial sale of goods agreement, a manufacturing agreement and a distribution of goods agreement.

The ICC and the ITC models are offered in many languages and represent an effort to bridge the gap between civil law and common law systems. They are now widely used but did not achieve the same success as the Incoterms, which are prevalent in international trade. International standardisation did not follow the same pace as globalisation and a significant gap exists between successful common law examples, like the ISDA Master Agreement, and the less successful approach of international organisations.

No serious attempt has been made to truly globalise contracts. Most US-based large multinational companies remain closely tied to their home country's laws and bring with them highly detailed common law precedents. In contrast, civil law contract tradition relies on legislation to fill the gaps in contracts. As European businesses expand, their legal departments tend to follow the same US-centric approach and to adopt the same common law precedents, which now dominate international markets.

THE CHALLENGES OF IN-HOUSE COUNSEL

The starting point

The first step for in-house counsel wishing to establish template business agreements and legal documents is to determine the starting point. Should they use the same model agreement used in domestic transactions? Should they use international models, like the ICC or ITC contracts? Or should they prepare new templates from scratch?

In most cases, the starting point will be a combination of the company’s original home template or another internationally recognised model with some adaptations based on the in-house counsel's or their advisers' experience in international contracts.

Rarely, this effort is made by taking a holistic approach to the problem and laying out a plan of action for building models that can be easily adapted to local laws. Often work starts from a common law precedent, which cannot be easily adapted to meet local law requirements. Local lawyers will tend to revert to their own home country models as the sole means of ensuring compliance with their respective laws, clinging to outdated practices that also hinder the creation of cohesive standards. Only the adoption of truly global templates, based on common principles, can facilitate the adaptation to both common law and civil law systems in a consistent manner.

Linguistic barriers

The second obstacle is the linguistic barrier faced in translation work in general.

Ortega y Gasset, the renowned Spanish philosopher, argued in "Misery and Splendour of Translation" that translation was impossible because the nuances of languages and the meanings of words varied; their equivalents in different languages never meant exactly the same thing, as they evoked different realities.

Italians have a saying, "traduttore, traditore" (literally "translator, traitor"), which captures the fundamental problem of translations: all translations somehow betray the original text's meaning.

In legal translations the problem is exponentiated. Many specific legal terms do not have equivalents in other languages because there are no matching legal concepts in those languages and legal systems. For instance, a common law "warranty" has a precise legal meaning that does not match the corresponding word in Portuguese, "garantia", Spanish, "garantía", or French "garantie", which also can be used to translate the English word "guarantee". Meaning can be altered in legal translations.

The problems in translation, as described by Ortega y Gassett and other authors, is also well documented in what regards legal translations in various academic studies.

Although machine translation facilitates the work of translators, it does not solve problems in translation that arise from the fundamental cultural and linguistic differences between languages.

In other cases, syntax and style vary making it harder to have word for word correspondences. This is important for legal texts because the closer the translation is to the original less is lost in the translation. Legal documents aim to be precise and unambiguous. Translation can strip away precision and create ambiguity.

Legal and cultural obstacles

On top of linguistic barriers, specific legal concepts and legal systems internal order vary. Some legal concepts may not exist in one jurisdiction, resulting in translations deviating from the intended purpose of the provision. For instance, the legal concept of "consequential damage" does not exist and should not be used in most civil law countries. "Force majeure", a concept originated in the French Civil Code, now has a different meaning in common law. The concept of "merchantability" of goods is not recognised in civil law countries.

The problem is not with finding the right word to express the concept, the problem lies in the lack of the concept, which makes it impossible to "transplant" it (more than translate it) to a different environment. The ideas behind "consequential damage", "force majeure", "merchantability", "warranty" can be understood, but to give the contract parties the same protection that is intended in a common law contract requires changes that will make the language of the two versions different and raise discrepancies in the text and in its interpretation.

Certain provisions used in common law contracts face strong objections in civil law countries, as is the case of limitation and exclusion of liability.

Cultural differences also account for different forms of drafting that will alter the form and substance of the original text.

Everchanging legislation

Last, in-house counsel will have to face the continuous evolution of laws, with new legislation and new court decisions impacting existing and future documents. Contracts need to be updated on a regular basis to keep up with these changes.

PROCESS FOR SETTING UP GLOBAL CONTRACT TEMPLATES

The objective of global templates is to create a standardised yet adaptable framework that can be translated into multiple languages and tailored to comply with local legal systems. The following is a steps plan for achieving that goal.

Step 1: Define the specific project goals

In-house counsel tasked with creating and deploying firm-approved templates must first define the scope of their task. Creating a single contract differs from drafting a set of documents covering all aspects of a company’s international business.

If the task includes a wide range of matters, such as preparing a model employment agreement, a distribution agreement, a manufacturing agreement, a procurement agreement, and a sales agreement, the resources required will be greater, but, regardless of scope of the assignment, it is advisable to design the process in a manner that ensures future scalability.

When defining the project goals in-house counsel (or its external team assigned with the project) should make a preliminary assessment of how regulated are the subject matters of the model contract or contracts that are to be templated in the jurisdictions where the company operates and how extensive is that regulation. This assessment will serve as a basis for designing the first contract template and reduce the risk of making a template that is biased towards the author's or the company's own country laws.

Step 2: Identify points of convergence and divergence in potentially applicable local laws

The second step is to identify universal clauses that can be used as models for global templates, such as the contract’s object, consideration, place and time of performance, basic elements of default, termination, dispute resolution, and governing law. These elements are generally present in contracts across legal systems.

It is also necessary to determine the level of regulatory pressure for each contract type and its various elements. For instance, employment agreements are generally highly regulated in most countries. Local laws regulate nearly all aspects of the contract, including time and place of work, days off, vacations, social benefits, and termination. Distribution and agency agreements may be subject to local laws, but the parties have greater freedom to stipulate their respective obligations, what constitutes a default, choice of law, and jurisdiction. Sales and services agreements are, in most instances, less regulated, and the parties have an even wider degree of freedom. Conversely, consumer agreements are highly regulated.

Likewise, several contracts may be subject to general or specific laws in the various countries where the contract is to be deployed. For instance, limitation and exclusion of liability provisions are subject to restrictions in many civil law countries. Non-compete and exclusivity clauses may trigger local or multinational competition rules (such as the Treaty on the Functioning of the European Union and derivative regulations or the Sherman Act in the United States).

Upon completion of this task, it will be possible to build a matrix mapping the points of convergence and the points of divergence resulting from legal and regulatory pressure for each contract type and identifying the specific elements affected by contract-specific laws (e.g., employment, distribution, consumer sales, business sales) and general legal restrictions on particular clauses (e.g., warranties, limitation of liability).

Step 3: Create modular building blocks that can be used in multiple jurisdictions

Based on the clause matrix, you can develop a library of modular clauses including not only boilerplate clauses (governing law, jurisdiction, severability, entire agreement, interpretation, etc) but also other contract terms that are expected to be universally accepted (scope of contract, price, non-compete, confidentiality, default, term and termination). These modular clauses loop are the building blocks of individual contracts. It is important to identify the origin of each provision (block) and note related key legal issues that arise in common law and civil law countries. These initial blocks can be based on the company’s home country’s template and in international models.

International contract models (e.g., ICC, ITC) can be used as a starting point because they incorporate inputs from various legal systems and aim to harmonise common law and civil law concepts.

When starting from in-house precedents compare them with international standards to identify local aspects of the in-house precedent, noting points that may need review.

To the extent possible, clause blocks should be written in neutral, non-idiomatic terminology and avoid culturally specific references to minimise difficulties in translation and adaptation. To ensure future adaptation include placeholder clauses and terms for local variations in the places where changes may be needed (e.g., [LOCAL LAW LIABILITY ADAPTED LANGUAGE], [LOCAL LAW WARRANTY LANGUAGE], [LOCAL LAW CARVEOUT], [REFERENCE TO LOCAL LAW SATUTE/REGULATION]).

Step 4: Write first set of draft global templates

The contract building blocks serve to prepare the first set of draft templates. It is advisable to start with less regulated contract types and move up to more regulated and consequently in need of more adaptations to local laws.

To avoid specific laws' biases in existing templates and precedents, designing the contract from scratch is the best option. For instance, employment contracts tend to adopt particular styles of writing, are highly contextual, and contain elements dependent on the specific laws that apply to them. Starting from a blank page will allow the drafting of a more neutral model, which can later be adapted to each local jurisdiction.

Step 5: Finalise first draft global template

To finalise the global template, it is necessary to incorporate the inputs from various jurisdictions. Local law inputs may impact the design of clauses that are intended for global use by limiting or expanding certain terms or by using expressions that are neutral without compromising the meaning and purpose of the provision. Global templates should have a modular structure, separating the clauses that are to apply globally from those that will be localised later.

Step 6: Translate and adapt templates

The final step will be to translate the global template into the relevant languages and identify and resolve translation problems that could result in ambiguities or discrepancies. Translations and adaptations to local laws should be considered in the final draft of the global template. This must be done carefully not to overcomplicate the process. It is not possible to go back and forth considering all the inputs from local lawyers, but it is possible to put issues into buckets by language and legal system, starting from separating civil law and common law countries, Latin origin languages (French, Portuguese, Spanish Italian etc), Germanic languages (English, German, Swedish etc.), etc. When venturing into the Middle East and Asia, the profound differences of local cultures and languages must be considered.

After completing the first set of translations and adaptations, it is useful to compare the various country templates, which will serve to identify problems and points of convergence, for instance, between various common law or civil law countries, and ensure that the final country templates have the fewest variations possible.

Certain clauses can then be customised on a multi-jurisdiction basis using the clause matrix. For example, limitation and exclusion of liability clauses can be adapted to comply with local laws by comparing variations across different jurisdiction to identify regional points of convergence across different jurisdictions. In Europe, EU legislation helps to harmonise contract terms among its member states; civil law countries and common law countries have many points of contact within their respective groups.

CONCLUSIONS

In a globalised world where businesses operate in multiple countries, it is necessary to have a process for developing and deploying global templates in multiple languages and jurisdictions. A "one-size-fits-all" approach based on a single jurisdiction precedents is fundamentally flawed.
The proposed process aims to deal with the complexity of building, translating and adapting global templates, by adopting a top-down approach that takes into account more than one local law and different linguistic and cultural aspects since the beginning of the drafting process; this allows for a swifter implementation, reduce the need for overspecialised local variations, align local contracts with the business' global vision and mitigate the risk of disputes.

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The Tax Benefits Statute ("EBF") grants companies a tax incentive for salary increases.

This incentive consists of a tax relief equal to 200% (instead of 100%) of the amount of expenses corresponding to salary increases in relation to employees with permanent employment agreements.

This incentive applies when the following conditions, among others, are met:

• The increase in the average annual base remuneration in the company, compared to the end of the previous year, is at least 4.7%; and
• The increase in the annual base remuneration of employees who earn less than or equal to the company’s average annual base remuneration at the end of the previous year is at least 4.7%.

The maximum annual amount of expenses which companies may increase, per employee, corresponds to five times the guaranteed minimum monthly salary, excluding any expenses arising from the adjustment of such amount.

The law establishes some limits to the application of this incentive.

Among other limits, the incentive will not apply when, in the relevant year, there is an increase in the salary range of the employees compared to the previous fiscal year.

The salary range refers to the difference between the highest and lowest annual fixed remuneration of the employees, calculated on the last day of the tax period.

Law 65/2025 revoked this limit, this way expanding the scope of application of this incentive to situations that were previously excluded.

This measure will take effect as of 1 January 2025.

Thus, in 2025 and until the expiration of this incentive, companies will be able to benefit from the salary increase incentive even if, as a result of the said salary increase, there is a widening of the salary range.

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Currently, the general Corporate Income Tax (“CIT”) rate in the mainland territory is 20%, with a reduced rate of 16% being applicable to the first €50,000 of taxable income in the case of small and medium-sized enterprises (SMEs) and small and medium capitalization companies (Small Mid Cap).
According to Law 64/2025, the general CIT rate will be reduced over the next three years as follows:

• In 2026, the CIT rate will be 19%;
• In 2027, the CIT rate will be 18%; and
• From 2028 onwards, the CIT rate will be 17%.

In the case of SMEs and Small Mid Cap companies, a reduction in the rate applicable to the first €50,000 of taxable income to 15% is also approved, with the reduction being applicable from 2026 onwards.

The rate applicable to entities that do not primarily engage in commercial, industrial, or agricultural activities will also be reduced from 20% to 17% in accordance with the same schedule provided for companies.

Despite this reduction, the municipal surcharge rates (up to 1.5%) and the State surcharge rates (between 3% and 9%) remain unchanged.

Similarly, the general rate of 12.5% applicable to startups remains unchanged provided the following requirements are met:

• Be an innovative company with high growth potential, featuring an innovative business model, products, or services;
• Have completed at least one round of venture capital financing by an entity legally qualified to invest in venture capital, subject to the supervision by the CMVM or an equivalent international authority, or through the contribution of equity or quasi-equity instruments by investors other than the company’s founding shareholders (e.g. business angels certified by IAPMEI);
• Have received investment from Banco Português de Fomento, S.A., or from funds managed by it, or by its subsidiaries, or from one of its equity or quasi-equity instruments.

With the measures now introduced, the general CIT rate will once again fall below the European Union average. However, the maintenance of the municipal and State surcharges implies that the maximum tax rate applicable to companies could reach up to 27.5%.

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The Portuguese Parliament recently approved an important document (Resolution No. 161/2025) regarding the regulation of the gaming and gambling sector in Portugal, guiding the Portuguese Government to adopt measures aimed to protect consumers, combat illegal gambling, and modernize the regulatory framework (the Online Gaming and Betting Law “RJO”), especially in the context of online gambling. Below are the main recommendations of this resolution.

Protection of Vulnerable Groups and Young People

Young people are increasingly exposed to online gaming. Data from the second quarter of 2025 shows a 9.9% increase in the number of registered players on licensed platforms compared to the same period of the previous year, with 77.8% of these players being under the age of 45. To address this reality, the RJO must be adjusted to follow the new market dynamics and emerging technologies.

More Effective and Integrated Self-Exclusion Mechanisms

Although it is already mandatory for gaming platform operators to provide self-exclusion mechanisms to their users, currently, an exclusion requested directly on a platform only applies to that platform itself, unless the request is made through the Gambling Regulation and Inspection Service (SRIJ), which covers all licensed platforms.

The Resolution proposes to unify and simplify the process, making exclusion immediate and universal, regardless of the method of request, and to introduce technologies for voluntary blocking of access to betting websites and applications, helping to prevent compulsive behaviours.

Advertising and Sponsorship Control

Restrictions and recommendations on this matter already exist, such as the guidelines in the SRIJ's Best Practices Manual. Nevertheless, the Resolution recommends the creation of stricter rules, especially aimed at protecting young people and other vulnerable groups.

Combating Illegal Gambling

To combat illegal operators, it is suggested to develop swift methods for blocking domains, promotional pages, and social media content, in addition to limiting payment processors associated with unlicensed websites. It is also proposed to strengthen blocking technologies (DNS, IP addresses, and URLs) and the capabilities of inspection teams, who must be prepared to prevent crimes such as money laundering and terrorism financing.

Revenue Distribution and Regional Development

The Resolution proposes that part of the gambling revenue be invested in the interior of the country, promoting a better-balanced development and boosting regional tourism.

Transparency

An online portal containing detailed information about the origin and allocation of the funds is recommended to ensure transparency.

PS: The regulation of the gambling market has received considerable attention recently, with recent draft bills being proposed in the Portuguese Parliament by different political parties. Livre proposed stricter limits on advertising, including a general ban with limited exceptions for State social games and specific professional contexts, alongside a complete prohibition on sponsorships of events, competitions, and media content. Additionally, their proposals aim to expand self-exclusion mechanisms by ensuring that a player’s request for exclusion on one platform can apply across all licensed online gambling entities. Similarly, PAN has put forward a draft bill to enhance public awareness of gambling risks, strengthen self-exclusion processes, and combat addictive behaviours through a national plan. None of these proposals has yet been approved. But should these measures be approved, they will affect all stakeholders. The Portuguese Press Association has already warned about the economic effects on media advertising revenues and suggests alternative measures to balance consumer protection and the sustainability of the sector.

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Pursuant to Decree-Law no. 115/2025 of 27 October, access to information on ultimate beneficial owners’ data is no longer and will require evidence of a legitimate interest by the party requesting such information.

The changes to the Legal Framework of the Central Register of Ultimate Beneficial Owners (“UBO Central Register”), established under Law no. 89/2017 of 21 August, approved by Decree-Law no. 115/2025, of 27 October, may be summarised as follows:

• Restricted access to information: access to UBO Central Register will from now on requires evidence of a legitimate interest by the requesting party.
• Registration and audit of access: all access requests to UBO Central Register will be kept in record for a period of five years. Such record will include the legitimate interest invoked, with a view to ensure traceability and accountability regarding the use of the information.
• Clarification of the certain legal aspects: undivided estates are now expressly excluded from UBO Central Register filing, in line with the provisions applicable to dormant estates.

Also, the scope of the information to be collected regarding legal representatives of underaged ultimate beneficial owners or adults subject to guardianship has been limited, in accordance with the data minimisation principle under the General Data Protection Regulation (GDPR).

• Digital access: it will be possible to access UBO Central Register through a digital wallet, subject to a separate regulation to be enacted.

The essential data of ultimate beneficial owners - name, month and year of birth, nationality, country of residence, and economic interest held – that is available at UBO Central Register remains unchanged.

Decree-Law no. 115/2025 of 27 October implements article 74 of Directive (EU) 2024/1640 in Portugal but certain aspects of the regime - form of access and information to be collected from requesting parties - require additional legislation to be enacted. It will be necessary to wait for such legislation to understand the impact of the changes in the access to the UBO Central Register.

In any case, we would note that Directive (EU) 2024/1640 establishes the following entities, among others, should be considered as holding a legitimate interest to access the UBO Central Register:

• civil society organisations, academia and investigation journalists in respect of UBO information with vital importance for their functions and public scrutiny in matters to the prevention or combating of money laundering and terrorist financing;
• entities subject to anti-money laundering and terrorist financing obligations provided they can demonstrate the need to access UBO information in relation to a legal entity to perform customer due diligence; and
• providers of anti-money laundering and terrorist financing products, such as for example client identification services, provided they can demonstrate the need to access UBO the information in the context of a contract with entities mentioned in the previous paragraph.

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The Portuguese Parliament has approved the VAT grouping, which will allow closely connected companies to be treated as a single taxable entity for VAT purposes.

Under the new rules, the VAT group may include companies that are closely linked from financial, economic, and organizational perspectives. A financial link exists when one company — the controlling entity — directly or indirectly holds at least 75% of the capital of another, granting it more than 50% of the voting rights. The group companies must also carry out similar, complementary, or interdependent business activities and share common management or pursue the same business strategy.

The implementation of the VAT grouping is determined by the controlling company and may apply to all entities that:

1. Maintain their registered office or a permanent establishment in Portugal;
2. Conduct transactions that give rise to the right to deduct VAT, in whole or in part;
3. Operate under the standard VAT regime with monthly reporting; and
4. Have held the required ownership threshold for more than one year, except for companies created by the group within the past year, provided that the ownership level has existed since incorporation.

Each member of the VAT group will continue to submit its periodic return by the 10th day of the second month following the relevant period and report the VAT payable or recoverable as if it were not part of the group.

Once all individual returns have been submitted, the Portuguese Tax and Customs Authority (AT) will prepare a consolidated group return, combining the results reported by each company. This consolidated return aggregates both VAT payable and recoverable, resulting in a single net amount for the entire group. The group return is considered accepted unless amended by the controlling entity.

Payment of the VAT due is made by the controlling entity, which bears primary responsibility for fulfilling the group’s tax obligations. However, all group companies will be joint and several liable for this payment.

The VAT grouping will be available as of 1 July 2026. The controlling entity wishing to form a VAT group must submit a declaration of change of activity to the Tax and Customs Authority in order to apply the VAT grouping