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On 8th October 2024, the European Council approved the “EU Listing Act”, a regulatory package that follows the “Capital Markets Union Action Plan”, initially approved on 30 September 2015. The “EU Listing Act” envisages simplifying the rules governing public offers and the listing of EU companies on stock exchanges, while preserving transparency, investor protection, and market integrity. This package includes the following acts which were approved by the European Parliament on 23 October 2024 and published on 14 November 2024:
Regulation 2024/2809 amends the following acts:
The Directives and Regulation 2024/2809 entered into force on 4 December 2024. DIRECTIVE AMENDING MIFID II This Directive repeals Directive 2001/34/EC on the admission of securities to official stock exchange listings and the information to be published on those securities ("Listing Directive"). As a result of this revocation, several provisions of the Listing Directive have been incorporated into the MiFID II. In addition to this revocation, the Directive approves significant amendments, including without limitation:
MULTIPLE VOTING SHARES DIRECTIVE This Directive harmonizes the rules on multiple voting shares. In particular, this Directive approves the following measures:
AMENDMENT TO PROSPECTUS REGULATION The amendment to the Prospectus Regulation aims to address the challenges faced by many European companies in financing their growth through market-based sources. The high administrative costs and the complexity of the procedures involved, particularly the requirement to prepare a prospectus, discourage SMEs from raising funds in the capital markets.. Key measures include:
AMENDMENT TO MARKET ABUSE REGULATION Regulation 2024/2809 also amends the Market Abuse Regulation. The key measures include:
NEXT STEPS Although the regulatory package entered into force on 4 December 2024, the approved acts will only take full effect in the year 2026. On one hand, the Directives must be implemented by Member States by 5 June 2026. On the other hand, several provisions of Regulation 2024/2809 will only come into effect on 5 March 2026 and others on 5 June 2026. In addition, the Commission and the Member States will need to take measures to implement the changes outlined in the Regulation 2024/2809. © 2024 Macedo Vitorino |
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Decree-Law 99/2024 of December 3rd, partially transposed the RED III Directive and amended Decree-Law 15/2022. We highlight the main changes: (i) Storage The definition of ‘Storage Facility’ is extended to cover two specific types of storage:
In addition to the required procedures for obtaining a production license, prior registration or communication, storage activities must now undergo a verification process. This process checks the charging capacity of the RESP and is conducted by the network operator and the overall manager of the National Electricity System (“SEN”). The Portuguese Directorate-General for Energy and Geology (“DGEG”) requests opinions from these entities to determine the maximum power allowed for charging the storage units from the RESP. (ii) Deposit The amount of the security deposit has been changed from €15,000.00 to €10,000.00 per MVA of reserve capacity in the form of an agreement between the interested party and the RESP operator, with a maximum limit of €10,000,000.00, for a minimum period of 30 months (instead of the 24 months previously established), and will be extended until the electricity generating centre, storage facility or UPAC comes into operation, failing which the procedure will lapse. The deposit will now also be refunded if the agreement between the interested party and the RESP operator is not signed for a reason attributable to the latter. (iii) Municipal Concessions Concessions to municipalities where renewable electricity generating centres or storage facilities are located will now be subject to a threshold of 1 MVA of connection power assigned, as opposed to the previous 50 MVA, in which case the respective holder must cede to the municipality:
(iv) Deadlines The deadlines for applying for the issue of a production and operating licence can now be extended without limit by the decision of the member of the Government responsible for energy, in exceptional circumstances at the request of the duly justified applicant. Nevertheless, maximum time limits have been set for the procedures for issuing production and operating licences, which can be extended by order of the DGEG for a maximum period of 6 months:
The following periods are also now excluded from the deadlines for issuing the production and operating licence:
The amendment to the production licence in the event of over-equipment and re-equipment cannot now exceed one year from the date of the application, and this period may be extended by order of the DGEG for a maximum period of 3 months. If the retrofit does not increase installed power of more than 20%, the deadline is reduced to 3 months. (v) Autoconsumption The concept of proximity between the UPAC and the Electrical User Installation(s) (‘UI’) is amended, applying only the maximum distances between the UPAC and the UI of (i) 4 km in the case of a medium voltage connection; (ii) 10 km for high voltage connections and (iii) 20 km for very high voltage connections, when they are not connected to the same substation (in which case there is no maximum distance). If the UPAC and IU are in low-density territories (identified by government decree) the distances increase twofold. (vi) Hybridisation The hybridisation of an electricity generating centre or UPAC can now take place after the issue of the Production Licence, Prior Registration or Prior Communication, i.e. without the project having entered operation. Hybridisation also now allows for the possibility of new storage units and not just the addition of another renewable energy source, through an amendment procedure to the prior control title. (vii) EIA Exemption Solar power generation centers and their storage facilities, as well as additional equipment and retrofitting, are now exempt from Environmental Impact Assessment (“EIA”) if they are installed on existing or future artificial buildings or structures. However, this exemption does not apply to installations on artificial bodies of water, in classified areas or buildings being classified, and their respective protection zones, or in areas important to national defense or security. In particular, the retrofitting of a solar or wind power plant is exempt from EIA when the retrofitting is implemented in the pre-existing power plant and complies with the conditions of the previous environmental permits and decisions issued. (viii) National Agricultural Reserve The rules for using areas of the National Agricultural Reserve (“RAN”) have been simplified. RAN areas can now be used for the purposes of installing solar power generation centres and their internal connection lines to the RESP, provided that these areas represent less than 10% of the total contracted area and are less than 1 hectare in size. In addition, the requirements of article 22 of Decree-Law 73/2009, of 31 March, for the use of RAN areas are met when, for the purposes of installing supports and lines connecting energy centres to the RESP, they do not impose restrictions that harm agricultural activity. (ix) Measures to support Electro-intensive customers Consumption facilities with Electrointensive Customer Status can now receive a reduction of up to 85% on the Costs of General Economic Interest (“CIEG”) charges, which are part of the overall system use tariff for electricity consumption from the RESP. This is an increase from the previous 75% reduction. However, the reduction cannot result in a charge lower than €0.5/MWh. The intensity of the support is:
(x) Registration and bilateral energy contracting activity The bases for the activity of registration and bilateral contracting of energy are established, which consists of the registration of all transactions operated by bilateral energy contracts, in which at least one of the parties is a market agent, including the compulsory registration of energy contracts, including their price and volume conditions. ERSE will be responsible for regulating the activity and approving the respective Manual of Procedures, while the Government will be responsible for establishing the terms and conditions of the energy registration and bilateral contracting activity no later than 120 days after the entry into force of Decree-Law 99/2024. The new rules come into force on 18 December 2024. |
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On November 29th, 2024, the Portuguese Government approved the rules for the deployment and maintenance of small-areas wireless access points through Decree-Law No. 97/2024. This decree establishes the legal framework for ensuring compliance with European Union ("EU") Regulation 2020/1070. In a 5G environment, Small Area Wireless Access Points (SAWAPs) enable mobile devices to stay connected by either boosting the coverage of cellular networks or by offloading their data traffic to Wi-Fi networks, a process known as "Wi-Fi offloading. This allows to expand wireless networks and coverage without the need for additional infrastructure. The deployment of SAWAPs is crucial to achieve the objectives of the Radio Spectrum Policy Programme to ensure that all EU citizens have broadband access, both indoors and outdoors, at a speed of no less than 30 Mbps, as outlined in the Digital Agenda for Europe. Electronic communications companies will now have the right to access public or private infrastructure suitable for installing wireless access points or connecting these points to a core network, such as lampposts, underground stations and traffic signs. The installation and maintenance of SAWAPs areas will only be subject to subsequent notification, in line with the regime established by the Portuguese Electronic Communications Law for general authorizations, except in exceptional cases. The main rules for the installation and maintenance of SAWAPs are:
a) Monuments, groups of buildings, or sites classified as being of national, public, or municipal interest, along with their respective protection areas, as well as those undergoing classification, and cultural assets subject to protection under municipal master plans. b) b) Buildings or sites whose use is restricted for reasons of public safety, aimed at protecting people and property.
Finally, no additional fees or charges can be applied for the deployment of small-areas wireless access points. Only in cases requiring municipal authorization will a one-time fee be applicable, payable at the time of application. This fee will depend on the administrative costs associated with processing the application, including the costs of obtaining opinions and overseeing the installation of the small-areas wireless access points.
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The Directive 2024/2831 of the European Parliament and of the Council (“the Directive”) on improving working conditions in platform work was published on November 11th, having the Member States, until December 2nd, 2026, to transpose the Directive into national law. The Directive aims to improve working conditions in platform work and the protection of personal data, particularly by introducing measures to facilitate the determination of the correct employment status of persons performing platform work. To accomplish its objective, the Member States must have appropriate procedures in place to determine the correct employment status of persons performing platform work, enabling the verification of the existence of an employment relationship, inter alia, through the legal presumption of an employment relationship in favor of persons performing platform work. This being similar to what already occurs in Portugal. Hence, the Directive foresees that, where facts indicating direction and control are found, there is a contractual relationship between the person performing platform work and the digital labor platform. In case the digital labor platform considers that an employment relationship does not exist, it will have the burden of proof regarding the non-existence of said relationship. Article 12-A of the Portuguese Labor Code, approved in 2023, requires the existence of some facts evidencing an employment relationship for it to be presumed that such relationship actually exists: (i) the remuneration is set by the platform operator; (ii) the operator directs the way in which the provider operates and presents itself; (iii) the operator controls the activity provided, in particular through electronic means or algorithmic management; (iv) the operator restricts the autonomy of the provider with regard to the organization of the work, the possibility of accepting or refusing tasks, the use of subcontractors, the choice of clients or the provision of the activity to third parties via the platform; (v) the platform operator exercises employment powers over the provider, in particular by deactivating the account, and (vi) the equipment and work instruments used belong to the digital platform operator or are exploited by the latter through a leasing agreement. There are already court decisions on the subject in Portugal. The vast majority of decisions (around 11 to date) have considered that there is a hidden employment relationship within digital platforms, which must prevail even if the title of the contract says otherwise (e.g. Judgment of the Court of Appeal of Guimarães, 03/10/2024). There is also an opposing decision, which in a specific case did not recognize the existence of an employment contract. (Judgment of the Évora Court of Appeal, of 12/09/2024). The new Directive has already been materially transposed into Portuguese law, so its approval in Portugal will no longer have a major impact in practical terms. The development of the issue will continue to be carried out by the courts. |
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On March 17, 2023, the European Commission introduced an added support plan to help economies affected by the war between Russia and Ukraine. One part of the plan is about encouraging investments in important industries that will help Europe move towards cleaner energy. These industries include the production of batteries, solar panels, wind turbines, heat pumps, and technology to capture carbon emissions. In Portugal, the program "Investment in Strategic Sectors" created by Ministerial Order 306-A/2024/1 aims to support large-scale projects for a carbon-neutral economy in 2025, namely renewable energy production and storage. The program has a budget of one thousand million euros. Here are the key features of this incentive works:
An online form is available to submit all applications to AICEP, the foreign investment Portuguese government agency. AICEP will review the application and recommend it to the program’s decision-making body, COMPETE 30, for a final decision on support. |
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The Global Minimum Tax Regime approved by Law 41/2024 of 8 November implemented the Council Directive (EU) 2022/2523 of 14 December 2022 on ensuring a global minimum level of taxation for multinational enterprise groups and large-scale domestic groups in the Union. The aim of this Directive is to reinforce the efforts to avoid aggressive tax planning within the internal market by establishing a global minimum tax, mitigating the practice of shifting profit to jurisdictions with low or no taxation. The 15% global minimum tax applies to entities that are part of multinational groups or large domestic groups, with consolidated income of €750 million or more in at least two of the previous four years. Under this regime, the effective tax rate in each jurisdiction where the group operates will be compared with the minimum rate of 15%. After this comparison, it will be determined whether the group is required to pay a top-up tax, in accordance with the following rules:
This regime is expected to affect large Portuguese groups with subsidiaries in other jurisdictions. The new rules have entered into force on 9 November 2024, with retroactive effect as from 1 January 2024. However, the UTPR rule will only apply from 1 January 2025 onwards. It should be noted that the Global Minimum Tax Regime establishes various transitional periods during which the additional tax will be reduced to zero. |
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On November 4th, 2024, Decree-Law 85/2024 was published, implementing Regulation (EU) 2018/1807 into Portuguese law to establish a framework for the free flow of non-personal data within the European Union (EU). A Regulation that establishes the free flow of non-personal data across the EU. Non-personal data includes information that does not directly identify individuals, such as aggregated and anonymised datasets, commonly used in large-scale data analysis. This data type is gaining importance with the rapid expansion of the Internet of Things, Artificial Intelligence, autonomous systems, and 5G networks. The Regulation generally prohibits EU Member States from enforcing mandatory data localisation requirements for non-personal data, effectively removing rules or practices that require data to be stored and processed in specific geographic locations. Exceptions are allowed only for reasons of public security or national defence. While Regulation (EU) 2018/1807 is mandatory and directly applicable within the Portuguese legal system, specific provisions require local implementing measures. These include appointing a competent authority as the local contact point, establishing mechanisms and procedures for notifications and communications with the European Commission, and defining the sanctioning framework. The Decree- Law 85/2024 appoints the Agency for Administrative Modernization, I.P. (AMA, I.P.) as the local contact point, liaising with the single contact points of other Member States and the European Commission. AMA, I.P. is also tasked with managing and updating the single national information point. The powers of AMA, I.P. include:
Existing data localisation requirements must be communicated to the European Commission, along with a justification based on public security grounds, in line with the principle of proportionality. The national authorities responsible for enforcing the data localisation requirements will carry out this communication. Supervision is carried out by the Portuguese Food and Economic Safety Authority (ASAE), which may, if necessary, cooperate with other entities, particularly the Portuguese Data Protection Authority when personal data is at stake. Regarding penalties, failure to provide information or providing false information and failing to grant access to data when requested by the supervisory authority constitutes a severe economic offence, punishable by a fine ranging from €1,700 to €24,000, depending on whether the company is micro, small, medium, or large. In turn, providing inaccurate or incomplete information constitutes a minor economic offence, punishable by a fine ranging from €250 to €12,000, depending on whether the company is micro, small, medium or large. At the same time, ASAE can impose ancillary sanctions. The Decree-Law 85/2024 will enter into force on January 3rd, 2025. To find out more about Regulation (EU) 2018/1807 on a framework for the free flow of non-personal data, learn more about our insights. |
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On October 30th, 2024, the Portuguese Government approved a revised version of the National Energy and Climate Plan for 2030, known as "NECP 2030". This plan is Portugal's primary energy and climate policy instrument, outlining long-term goals and commitments to reduce greenhouse gas emissions and promote the energy transition. This is the first revision of the NECP 2030 since its publication in 2020, which has been subject to two phase public consultation. From March to April 2023, where 58% of the participants considered the goals ambitious, while 35% viewed them as not ambitious enough, highlighting the importance of establishing higher storage capacity. In the second phase, from July to September 2024, on the final proposal incorporating recommendations from the European Commission, 177 contributions were received, reflecting similar feedback to the previous phase. The final version of the NECP 2030 establishes more ambitious targets than the version released for public consultation. It sets a goal of 93% (instead of 85%) of energy production from renewable sources by the end of 2030. The final version outlines a solar capacity target of 20.8 GW by 2030, representing an increase of 0.04 GW:
Regarding wind energy, the NEPC maintains the estimates of 12,4 GW for installed capacity unchanged from the first version. For green hydrogen production, the target has been reduced from 5.5 GW to 3 GW by 2030, establishing a less ambitious goal. The target for installed battery storage capacity is set at 1 GW, despite a consensus that this amount is inadequate for the needs of the Portuguese electrical system. This limitation may lead to higher costs for consumers and could impact grid stability as increasing battery storage capacity is an effective way to address these challenges, according to the public consultation responses. To know more on the PNEC: Portugal updates its 2030 Energy and Climate Plan. |
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After the revocation of the Extraordinary Contribution on Local Lodging, effective retroactively from 31 December 2023, the latest changes to the legal framework governing local lodging establishments were published on 23 October 2024 and will come into effect on 1 November 2024. Generally, these changes aim to grant greater decision-making power to municipalities regarding local lodging within their territories. To this end, municipalities will be able to approve municipal regulations to govern this activity in their respective territories and may define containment areas (areas with restrictions on the establishment of new local lodgings) and healthy growth areas (a new definition referring to areas where special monitoring measures may apply to prevent undesirable effects of local lodgings overload on neighbourhoods). The municipal regulations may also include the appointment of a local lodging mediator, a new role primarily aimed at resolving local lodging disputes between the municipality and residents. For containment areas, municipal regulations may establish, among other aspects, that new registries of local lodging establishments in buildings or units thereof that have been subject to residential lease agreements in the two years prior to registry cannot be authorized, as well as the conditions and limits applicable to new local lodging registries, particularly regarding duration and awarding rules. For new healthy growth areas, municipal regulations may stipulate, for example, the maintenance of a certain proportion or minimum number of residential building units where local lodging establishment cannot operate. Containment areas and healthy growth areas should be reassessed every three years. The following changes are also noteworthy:
In municipalities with more than 1,000 registered local accommodation establishments, the municipal assembly must decide, within a maximum of 12 months from the date the municipality reaches 1,000 registrations, whether to exercise the power to approve the above-mentioned regulation. |
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In 2025, rents in Portugal may be updated by 2.16%. According to Notice no. 23099/2024/2 from the National Institute of Statistics published on 18 October 2024, the annual rent update coefficient for various types of leases in 2025 will be 1.0216. This coefficient reflects the variation in the Consumer Price Index, excluding housing, for the past 12 months and represents a decrease compared to 2024, which saw an increase of 6.94%. Under Portuguese law, landlords and tenants can specify the terms of rent adjustment in the lease agreement. In the absence of such stipulation or by mutual agreement, the adjustment is made annually according to the applicable update coefficient. The landlord should notify the tenant in writing, with a minimum of 30 days' notice, of the updated coefficient and the new resulting rent. |