Key Provisions of the “Stop-the-Clock” Directive

CSRD Delays

The CSRD mandates sustainability reporting for a wide range of companies, categorized into waves based on size and listing status.

The “Stop-the-Clock” Directive introduces the following modifications:

• Wave 1 Companies: No delays apply. Wave 1 companies (large public-interest entities with over 500 employees) must report in 2025 for the 2024 financial year.
• Wave 2 Companies: Large undertakings (non-public interest entities with over 250 employees, €50 million turnover, or €25 million in assets) originally required to report in 2026 for the 2025 financial year will now report in 2028 for the 2027 financial year.
• Wave 3 Companies: Listed small and medium-sized enterprises (SMEs), small and non-complex credit institutions, and captive insurance entities, initially due to report in 2027 for the 2026 financial year, will now report in 2029 for the 2028 financial year.
• Wave 4 Companies: No delays apply. Wave 4 (certain non-EU undertakings) must report in 2029 for the 2028 financial year.

CSDDD Delays

The CSDDD imposes due diligence obligations to address human rights and environmental impacts in corporate value chains.

The directive delays:

• Transposition Deadline: Member States now have until July 26, 2027, instead of 2026, to transpose the CSDDD into national law.
• First Phase Application: The largest companies (EU companies with over 5,000 employees and €1.5 billion turnover, or non-EU companies with equivalent EU turnover) will comply from July 26, 2028, instead of July 2027. Second-wave companies (EU companies with over 3,000 employees and €900 million turnover) maintain their original compliance deadline of July 26, 2028.

Entry into force and transposition

The “Stop-the-Clock Directive” entered into force on April 17, 2025, the day after its publication in the Official Journal. EU Member States must transpose it into national law by December 31, 2025, ensuring alignment with the delayed timelines.

CSRD Wave companies

The CSRD categorizes companies into different “waves” based on their size, listing status, and other criteria, determining when they must start complying with sustainability reporting requirements using the European Sustainability Reporting Standards (ESRS). Below is a clear distinction between Wave 1, Wave 2, Wave 3, and Wave 4 companies.

Wave 1: Large Public-Interest Entities (PIEs)

Definition:

• Companies classified as public-interest entities (e.g., listed companies, credit institutions, insurance companies) with more than 500 employees.
• Includes entities already subject to the Non-Financial Reporting Directive (NFRD).

Scope:

• Large EU companies or groups meeting the PIE criteria.

Key Obligations:

• Prepare sustainability reports per ESRS, including double materiality assessments, covering environmental, social, and governance data.

• Reports must be included in the management report and digitally tagged for inclusion in the European Single Access Point (ESAP).

Wave 2: Other Large Undertakings

Definition: large companies (or parent companies of large groups) that are not public-interest entities and meet at least two of the following criteria:

• More than 250 employees (average over the financial year).
• €50 million net turnover.
• €25 million total assets.

Scope: Non-listed large companies, including subsidiaries of non-EU companies meeting the thresholds.

Key Obligations: same ESRS reporting requirements as Wave 1, but with additional time to prepare data collection systems and processes due to the delay.

Wave 3: Listed SMEs and Other Small Entities

Definition:

• Listed small and medium-sized enterprises (SMEs) on EU-regulated markets, excluding micro-undertakings (fewer than 10 employees and €0.7 million turnover or €0.35 million assets).
• Small and non-complex credit institutions (as defined by EU banking regulations).
• Captive insurance undertakings (insurance entities serving a parent group).

Scope:

• Smaller listed entities subject to lighter, proportionate ESRS requirements (simplified SME standards).
• Option to opt out of reporting until 2028 (originally 2026), with a statement explaining the decision.

Key Obligations:

• Use simplified ESRS tailored for SMEs, with reduced disclosure requirements.
• Prepare for potential stakeholder pressure to report voluntarily despite the delay.

Wave 4: Non-EU Undertakings

Definition: Non-EU companies with major EU operations, defined as:

• Generating €150 million annual net turnover in the EU for each of the last two financial years, and
• Having at least one EU subsidiary (large or listed SME) or a branch with €40 million net turnover in the EU.

Scope: Non-EU parent companies reporting at a consolidated group level through an EU subsidiary or branch.

Key Obligations:

• Report sustainability information for the entire group using ESRS or equivalent standards (if accepted by the EU).
• Ensure EU subsidiaries or branches are equipped to handle group-level

IMPACT ON BUSINESSES

Immediate Relief for Wave 2 and Wave 3 Companies

Companies in Wave 2 and Wave 3 benefit from a two-year reprieve, allowing additional time to prepare for CSRD compliance.

This is particularly advantageous for companies that were in the early stages of developing reporting frameworks, as it reduces immediate compliance costs and resource allocation. However, companies advanced in their preparations may choose to voluntarily report to maintain stakeholder trust and competitive positioning.

Extended Preparation for CSDDD Compliance

The one-year delay in CSDDD transposition and application provides large companies with extra time to establish due diligence processes, particularly for complex global supply chains. This delay mitigates the risk of rushed implementation, which could lead to non-compliance or inefficiencies.

Ongoing Obligations for Wave 1 and Non-EU Firms

Wave 1 companies and non-EU undertakings (Wave 4) face unchanged timelines, requiring immediate focus on compliance. For Wave 1, this means finalizing 2024 sustainability reports for 2025 submission. Non-EU companies must prepare for 2028 reporting, ensuring EU subsidiaries are equipped to handle group-level disclosures.

Uncertainty Pending Substantive Amendments

 The “Stop-the-Clock” Directive is a temporary measure, with substantive changes to the CSRD and CSDDD proposed in the Omnibus I Package’s “Content Directive.”

These changes, potentially reducing the scope of reporting companies by 80% and simplifying European Sustainability Reporting Standards (ESRS), are under negotiation, with a possible vote by July or October 2025. This creates uncertainty, as some companies currently in scope may be excluded, affecting long-term compliance strategies.

STRATEGIC RECOMMENDATIONS

1. Assess Your Company’s Status

• Determine Your Wave: Confirm whether your company falls under Wave 1, 2, 3, or 4 of the CSRD, and assess CSDDD applicability based on employee count and turnover thresholds.
• Evaluate Preparation Stage: Review existing sustainability reporting and due diligence frameworks to gauge readiness and identify gaps.

2. Leverage the Delay Strategically

• Wave 2 and Wave 3 Companies: Use the two-year delay to refine data collection systems, train staff, and align with ESRS requirements. Consider voluntary reporting to enhance transparency and stakeholder engagement.
• CSDDD First-Wave Companies: Develop robust due diligence processes, focusing on high-risk supply chain areas, to ensure compliance by July 2028.
• Wave 1 and Wave 4 Companies: Prioritize immediate compliance, ensuring 2024 reports (Wave 1) or 2028 preparations (Wave 4) meet current standards.

 3. Monitor Ongoing Legislative Developments

• Monitor Ongoing Legislative Developments
• Track Content Directive Negotiations: Stay informed on the Omnibus I Package’s substantive amendments, as changes to company thresholds or ESRS data points could alter compliance obligations.
• Engage with EFRAG Updates: The European Financial Reporting Advisory Group (EFRAG) is revising ESRS by October 31, 2025. Monitor these revisions to anticipate simplified reporting requirements.

4. Mitigate Risks Avoid Over-Reliance on Delays

• Continue compliance preparations, as national laws may vary, and some Member States may enforce stricter timelines.
• Consult ESG Legal Experts: Engage professionals to navigate the evolving regulatory landscape and ensure alignment with both current and proposed rules.

Conclusion: Turn Delay Into Advantage

The “Stop-the-Clock” Directive offers significant relief for many EU and non-EU companies by delaying CSRD and CSDDD obligations, providing breathing room to adapt to complex sustainability requirements.

The "Stop-the-Clock" Directive marks a significant moment in the EU’s journey toward sustainable governance, reflecting a pragmatic approach to balancing ambitious environmental and social goals with the practical realities faced by businesses operating in a competitive global market.

By granting a temporary reprieve from certain CSRD and CSDDD obligations, this directive not only alleviates immediate pressures but also underscores the EU’s responsiveness to stakeholder concerns, fostering a regulatory environment that prioritizes both sustainability and economic resilience.

However, unchanged timelines for Wave 1 and Wave 4 companies and the potential for substantive changes in the Omnibus I Package necessitate proactive planning.

By assessing their company’s status, leveraging the delay strategically, and staying informed on legislative developments, businesses can ensure compliance, strengthen resilience, and gain a lasting competitive edge in a rapidly evolving regulatory landscape.

 

The companies in the Portuguese Public Business Sector (''SBS'') are subject to a set of specific legal provisions that apply to them, based on their nature.

Although some of them are subject to certain specific provisions, which do not apply to all, the majority are subject to a set of labour regulations that impact their daily operations, particularly in relation to the following topics:

1. Hiring of employees.
2. Remuneration adjustments.
3. Replacement of employees.
4. Labour regime applicable to employees.
5. Regime applicable to subsistence and travel allowances, as well as remuneration for overtime work.
6. Public interest secondment or assignment (?).
7. Commission of service; and
8. Management contracts.

Firstly, it is essential to consider their compliance with the State Budget Law (“SBL”) and the State Budget Execution Decree-Law (“SBDL”), given their objectives of advancing the public interest and ensuring the proper management of public funds. Accordingly, companies should review and update themselves annually on the provisions of these legislative acts.

Therefore, consideration must be given to their compliance with the SBL and the SBEDL in view of their objectives related to the pursuit of the public interest and the effective management of public resources. Consequently, each year, the companies are required to consult and remain informed about the provisions of each of these regulations.

Currently, Law No. 45-A/2024 of 31 December (“SBL 2025”) and Decree-Law No. 13-A/2025 of 10 March, which sets out the rules for the execution of the State Budget for 2025 (“SBDL 2025”), are in force.

Considering their legal nature, companies within the Public Business Sector (“PBS”) are also subject to the legal Regime of the Public Business Sector (“RPBS”), as established by Decree-Law No. 133/2013 of 3 October, in its current version, as well as Decree-Law No. 71/2007 of 27 March, which enacted the Public Manager Statute (“PMS”).

In this Study, we present the main labour regulations currently in force, which does not exempt the consultation of the relevant statutes.

1. HIRING OF EMPLOYEES

Regarding the hiring of employees, it is important to consider the provisions of Article 43 of the SBL 2025 and Article 138 of the SBEDL 2025, with particular emphasis on the following points:

(i) The recruitment of new employees, whether on a fixed-term or indefinite-term, as well the conversion f fixed-term contracts into indefinite-term contracts, may only be carried out with express authorization of the act in the activity and budget plan.

(ii) The conclusion of public interest assignment agreements with employees from entities covered by the scope of the General Labour Law in Public Functions can only be done with express authorization in the activity plan and budget.

(iii) The acts can only be carried out if they are provided for in the activity plan and budget, including a cost-benefit analysis.

(iv) At the time of recruitment, the following requirements must be met:

• The annual and multi-annual budget proposal must include the costs arising from recruitment, showing the impact in the year of hiring and the respective three-year period, identifying the remuneration amount of the employees to be hired, with reference to the base of the respective career and professional category provided for in a collective labour regulation instrument or internal regulation, which must ensure the absence of discriminatory practices in terms of remuneration;
• The existence of budget allocation for staff expenses.
• Recruitment must be considered essential, with a view to pursuing the responsibilities and fulfilling the public service obligations of the respective entity.
• Full and punctual compliance with the information duties set forth in Law No. 104/2019, of 6 September; and
• Compliance with all other applicable legal requirements.

(v) Proof of compliance with the above-mentioned requirements must be submitted to PBSIS – Public Business Sector Information System.

(vi)Any other recruitment situations must be authorized by the member of the Portuguese Government responsible for the area of finance, following a favourable dispatch from the member of the Government responsible for the respective sectoral area.

(vii) The situations referred to in the previous point should only be requested following a cost-benefit analysis and based on the existence of relevant public interest, considering the shortage of human resources and their overall evolution, as well as the Annual Operations Plan (“AOP”) being approved or submitted for approval in accordance with the issued instructions and having already been subject to a favourable opinion from the supervisory body.

(viii) Recruitment processes initiated in 2024, and related to recruitment authorizations of 2024, must remain in progress if it is intended that such authorizations remain valid.

2. REMUNERATION INCREASES

With respect to remuneration increases, it is important to highlight the framework established in Article 132 of the SBDL 2025, which states that:

(i) The mechanisms for valuing employee’s remuneration and developing careers must be included in instruments that provide mechanisms for valuing employee’s remuneration and developing careers.

(ii) The mechanisms referred to in (i) must be based on predefined objective criteria for performance evaluation, ensuring differentiation based on merit.

(iii) The outcome result of implementing the valuing mechanisms must be reflected in quarterly reports, grounded in, and demonstrating the degree of achievement of the objectives set out in the activity and budget plan, which should include the investment plan and its respective sources of financing.

(iv) The quarterly reports must specify the level of execution of the company, as well as the financial operations contracted.

(v) The execution of any act or legal transaction that results in actual or contingent financial liabilities for the company exceeding the annual budget, or that does not arise from the investment plan approved by the shareholder function holder, can only be carried out upon request and obtaining authorization from the shareholder function holder for its execution.

Additionally, under Article 133 of the SBDL 2025, the following points regarding “other remuneration adjustment”' are highlighted:

(i) Adjustment in remuneration positioning made by managerial discretion can only be done for up to 5% of the total workforce and up to the limit of one remuneration position.

(ii) The awarding of performance bonuses can only be done up to the amount equivalent to the employees monthly base remuneration, or up to that amount if the maximum set charges for that universe are not sufficient.

(iii) The adjustments referred to in points (i) and (ii) can only comply with the legally stipulated requirements and in accordance with the budgetary allocations provided for this purpose and within the initially approved appropriation.

3. CONTROL OF OPERATION EXPENSES

Regarding the control of operational expenses that must be considered by companies in the Public Business Sector, Article 52 of the SBL 2025 and Article 140 of the SBDL 2025 are particularly relevant,
The following points are highlighted:

(i) The definition of a policy for optimizing operational expenses must promote budgetary balance.

(ii) The ratio of operational expenses to turnover, excluding any extraordinary impact arising from compliance with legal provisions, must be properly substantiated and not exceed the ratio observed in 2024.

(iii) Operational expenses must be equal to or less than the amount recorded in 2024. For personnel expenses, those related to social bodies must be excluded, corrected for the impacts of compliance with legal provisions, explicit guidelines from the Public shareholder regarding the implementation of the tripartite agreement 2025-2028 on remuneration enhancement and economic growth, signed on October 1, 2024, mandatory remuneration improvements as stipulated in the State Budget Law, as well as the effect of absenteeism and severance payments, except in cases of mutual agreement terminations.

4. REPLACEMENT OF EMPLOYEES

The companies in the Public Business Sector must, in relation to the replacement of employees, consider the provisions of Article 139 of the SBDL 2025 and act in accordance with the following:

(i) The conclusion of permanent employment contracts/public interest assignment agreements with employees from entities covered by the scope of the General Law on Public Employment (“GLPE”), for replacement, for the same or a different function identified as a priority, of employees who terminate their employment relationship and perform tasks corresponding to permanent needs, must be properly justified. Regarding the remuneration of the employee to be hired, it must comply with the following requirements:

• To correspond to the base remuneration of the respective career and professional category as outlined in the applicable collective labour agreement or internal regulations, or, in the absence of an applicable career regulation, to correspond to the lowest base remuneration previously paid within the company for the performance of the same professional category; or
• Represent an annualized cost equal to or less than the annualized cost of the replaced employee.

(ii) The conclusion of the contracts/agreements referred to in the previous point falls within the competence of the highest management body of the Public Business Sector Company.

(iii) The Conclusion of fixed-term employment contracts or public interest assignment agreements with employees covered by the scope of the GLPE, for replacement, for the same function, of employees who suspend their employment relationship must correspond to a duration limited to the maximum duration of the suspension of the employment relationship of the employee to be replaced, and with respect to the remuneration of the employee, it must:

• Correspond to the base remuneration of the respective career and professional category as provided in the instrument of collective labour regulation or internal regulations, or, when there is no applicable career regulation exists, correspond to the lowest base remuneration previously paid in the company for the same professional category; or
• Represent an annualized cost equal to or less than the annualized cost of the replaced employee.

(iv) The conclusion of fixed-term employment contracts for the replacement of employees holding permanent contracts, for the same function, who are absent, namely due to illness or parental leave, falls within the competence of the highest management body of the company, and the remuneration of the employees must:

• Correspond to the base of the respective career and professional category provided for in a collective labour regulation instrument or internal regulation, or, when there is no applicable career regulation, correspond to the lowest base remuneration that was being paid in the company for the exercise of the same professional category; or
• Represent an annualized cost equal to or less than the annualized cost of the replaced employee.

(v) The replacement of employees must not result in an increase in the overall staffing level of the company, nor in personnel expenses compared to the previous year, and must be fulfilled at the time of recruitment.

(vi) The conclusion of employment contracts for replacement must be communicated to the Directorate-General for Treasury and Finance (“DGTF”), through PBSIS or Human and Financial Resources Information System (“HFRIS”), as applicable, within a maximum period of 10 working days from the effective date of the respective contract.

(vii) Any early recruitment for the replacement of employees who cease functions in the year to which the AOP refers must comply with the limit of 5% of the number of employees in the category, rounded up, provided it is foreseen in the human resources planning that is part of the AOP.

5. LABOUR RULES

Regarding the rules to be applied to employees, particularly concerning meal allowances, travel expenses, night-time work, and overtime work, it is important to refer to Articles 17 and 18 of the GLPE, the following should be highlighted:
(i) Application of the individual employment contract regime.

(ii) Application of the regime provided for public sector employees concerning the meal allowance

(iii) Application of the regime provided for public sector employees concerning travel allowances and transportation for travel within Portuguese territory and abroad, due to holders of administrative or management bodies.

(iv) Application to employees of the regime provided for the remuneration of overtime work performed by public sector employees, in accordance with the Regime of Public Employment Contracts, approved by Law No. 59/2008, of September 11.

(v) Application to employees of the regime provided for the remuneration of night-time work performed by public sector employees, in accordance with the Regime of Public Employment Contracts, approved by Law No. 59/2008, of September 11.

(vi) The entering into of public interest assignments with employees holding a public employment relationship must be carried out in accordance with the terms of the Law on Employment Relationships, Careers, and Remuneration, approved by Law No. 12-A/2008, of February 27, as set forth in Article 19 of the Regime of the Public Business Sector (“RPBS”).

Regarding the execution of any service commissions, it is important to note that, under Article 20 of the RPBS, they must be carried out:

(i) In respect of the rights inherent to the professional status of employees in the company, including retirement and survivor benefits, considering the entire period of the commission as service provided to the original company.

(ii) Ensuring that the employees covered by the point can opt for their original base remuneration.

6. OTHER OBLIGATIONS ARISING FROM THE REGIME OF THE PUBLIC BUSINESS SECTOR

Under the terms of articles 24, 25, 43 to 53 of the RPBS, the following obligations of SB companies stand out:

(i) Compliance with the strategic guidelines defined by the State shareholder.

(ii) Ensuring the presentation of substantiated quarterly reports, demonstrating the degree of execution of the objectives set out in the activity plan and budget, which must include the AOP.

(iii) Compliance with the mission and objectives set by the shareholder.

(iv) Preparing activity plans and budgets appropriate to the available resources and sources of financing.

(v) Disclosing a set of information pertaining to the company:

• The composition of its shareholder structure.
• The identification of the social participations it holds.
• The acquisition and disposal of social participations, as well as participation in any associative or foundational entities.
• The provision of financial guarantees or the assumption of debts or liabilities of other entities, even in cases where they assume group organisation.
• The degree of execution of the set objectives, the justification for any deviations observed, and the corrective measures applied or to be applied.
• The activity and budget plans, both annual and multi-annual, including investment plans and sources of financing.
• Annual and multi-annual budget.
• The anual financial statement.
• The quarterly budget execution reports, accompanied by the reports of the supervisory body.
• The identity and curriculum vitae of all members of its corporate bodies, particularly the management body, as well as their respective remunerations and other benefits.

(i) Inform the shareholder representative and the general public about how its mission was pursued, the degree of achievement of its objectives, the manner of compliance with the social responsibility policy, sustainable development, the terms of public service provision, and the extent to which its competitiveness was safeguarded, particularly through research, development, innovation, and the integration of new technologies into the production process.

(ii) Comply with the legislation and regulations in force regarding the prevention of corruption, and annually prepare a report identifying occurrences, or the risk of occurrences, of the facts mentioned in subparagraph (a) of paragraph 1 of Article 2 of Law No. 54/2008, of 4 September.

(iii) Adopt or adhere to a "code of ethics" that encompasses stringent ethical and deontological behaviours, and ensure its dissemination among all its employees, clients, suppliers, and the public.

(iv) Pursue objectives of social and environmental responsibility, consumer protection, investment in professional development, promotion of equality and non-discrimination, environmental protection, and respect for principles of legality and business ethics.

(v) Implement human resources policies aimed at valuing the individual, strengthening motivation, and stimulating increased productivity, treating employees with respect and integrity, and actively contributing to their professional development.

(vi) Adopt equality plans aimed at achieving effective equality of treatment and opportunities between men and women, eliminating discrimination, and enabling the reconciliation of personal, family, and professional life.

(vii) Ensure that members of the management bodies refrain from intervening in decisions that involve their own interests, particularly in the approval of expenses incurred by themselves.

(viii) Ensure that members of the management bodies comply with the duty to declare any equity interests they hold in the company, as well as any relationships they maintain with its suppliers, clients, financial institutions, or any other business partners, which may give rise to conflicts of interest.

(ix) Ensure that the Public Business company's website includes historical and current financial information for each company, the identity and curriculum vitae of all members of its corporate or statutory bodies, as well as their respective remunerations and other benefits.

(x) Ensure that the Public Business Company website includes clear, relevant, and up-to-date information about the public service obligations to which it is subject, the contractual terms of public service provision, the underlying financing model, and the financial support received from the State over the last three fiscal years.

7. OBLIGATIONS OF THE PUBLIC MANAGER STATUE

From the Public Manager Statute (“PMS”) arises a set of rules that regulate the activities of those designated or appointed to manage a Public Business company, specifically from Articles 5, 6, 18, and 28 to 34.

The following rights and obligations of public managers stand out:

(i) Fulfil the company's objectives as defined in the general meeting or, where applicable, in management contracts.

(ii) Ensure the implementation of the guidelines defined by law, particularly those provided for in Article 11 of Decree-Law No. 558/99, of 17 December, and in the management contract, and the execution of the company's strategy.

(iii) Monitor, verify, and control the progress of the company's activities and business in all its components.

(iv) Assess and manage the risks inherent to the company's activities.

(v) Ensure the sufficiency, accuracy, and reliability of information related to the company as well as its confidentiality.

(vi) Maintain professional secrecy regarding facts and documents that come to their knowledge in the exercise of their functions and not disclose or use, for any purpose, for their own benefit or that of others, directly or through an intermediary, the knowledge derived from such facts or documents.

(vii) Ensure equitable treatment of shareholders.
(viii) Conduct a systematic evaluation of the managers' performance based on the objectives set out in the strategic guidelines or arising from the management contract, as well as the criteria defined in the general meeting.

(ix) Enter a management contract that includes the elements provided for by law and complies with the template provided in specific legislation.

(x) Enter contracts within three months from the date of the public manager's appointment, between the manager, the shareholder representatives, and the Government member responsible for the respective sector of activity.

(xi) Ensure that the contracts do not establish specific regimes for indemnification or any other compensation for termination of functions.

(xii) Comply with the existing rules regarding the definition of remuneration, namely:

• The remuneration of public managers includes a monthly remuneration which cannot exceed the monthly remuneration of the Prime Minister.
• The remuneration of public managers also includes a monthly allowance, paid 12 times a year, for representation expenses amounting to 40% of the respective remuneration.
• Non-executive directors are entitled to a fixed remuneration corresponding to the normal activity they perform, up to a limit of one quarter of the fixed remuneration established for executive directors.
• When non-executive directors have effective participation in committees specifically created to monitor the company's activities, they are also entitled to a supplementary remuneration, in which case the limit of the total remuneration is one third of the fixed remuneration established for executive directors; and
• The remuneration of non-executive directors does not include any monthly allowance for representation expenses.

(xiii) Management contracts must include:

• Fixed values for each component of the considered remuneration.
• Management bonuses that may be awarded at the end of the fiscal year or term, which cannot exceed half of the annual remuneration earned, based on the fulfilment of objective criteria on which their potential award depends, without prejudice to the limit set in the respective statutes; and
• Other rewards or benefits applicable to the company's other employees.

(xiv) Public Business Sector companies, in their relationship with the public manager, must:

• Ensure that public managers do not use credit cards and other payment instruments for company-related expenses.
• Ensure that public managers are not reimbursed for any expenses that fall under the concept of personal representation expenses.
• Define by general meeting resolution the maximum value of communication expenses, including mobile phone, home phone, and internet.
• Ensure that the maximum value of service vehicles assigned to managers is set by general meeting resolution, in the case of public limited companies.
• Comply with the value referred to in the previous point, which is defined in accordance with the guidelines established for this purpose by the shareholders or by order, published in the Diário da República, of the Government member responsible for the finance sector.
• Comply with the maximum value of fuel and tolls allocated monthly to service vehicles, which is set at one quarter of the monthly allowance for representation expenses.
• Ensure that managers comply with the prohibition of exercising any option to purchase service vehicles assigned to them; and
• Grant managers the social benefits conferred to the company's employees where they perform their duties, as specified by the respective remuneration committees, the general meeting, or the Government responsible for the finance sector and the respective activity sector, as applicable, except for supplementary pension, retirement, survival, or disability plans

In August 2022, Law 16/2022, of 16 August 2022 ("Electronic Communications Law" - "ECL") implemented the European Electronic Communications Code ("European Code" - "EECC").

Despite the absence of changes in critical elements, the ECL brings in some crucial innovations regarding (i) consumer rights, (ii) sanctioning framework, and (iii) privacy in electronic communications.

Compared with the 2005 electronic communications law (Law 5/2004, of 10 February 2004), the ECL has a wider scope reflecting a more comprehensive definition of "electronic communications service". According to the new definition, electronic communication services now encompass individually addressed signal services – delivered through electronic networks – and services independent of numbers, such as internet access, machine-to-machine communications, and over-the-top services ("OTT").

The rules entered into force 90 days after the ECL enactment (14 November 2022), with the following exceptions:

• Rules covering the charges required in the event of early termination of the agreement at the consumer's request (refer to articles 136/4 and 136/5 of the ECL) became effective 60 days following its publication on 13 January 2023;
• Rules on emergency communications and a single European emergency number which shall take effect from the moment the access to an emergency service is opened to the public by the competent national authorities; and
• Rules on network and service security, including additional requirements and assistance and cooperation arrangements with the National Computer Security Incident Response Team (Equipa de Resposta a Incidentes de Segurança Informática Nacional), which came into force immediately with the publication of the ECL.

It is worth mentioning that, in 2004, the Portuguese legislators had already unified five EU Directives into a single piece of legislation, creating a structurally cohesive framework that was broadly maintained until 2022. Even so, by mid-2021, in addition to the 2004 Electronic Communications Law, the Portuguese communications' regulatory framework consisted also of 46 other diplomas: 23 laws and 16 administrative regulations.

Despite major changes, especially for consumers and the sanctioning framework, the ECL has kept the same structure as its preceding legislation, affecting the operator's financial and business stability.

1. ANACOM AND OTHER COMPETENT AUTHORITIES

The Portuguese Communications Authority (Autoridade Nacional de Comunicações - "ANACOM") serves as Portugal's National Regulatory Authority (Autoridade Reguladora Nacional - "NRA") for the communications sector.

The term "communications" – which defines ANACOM's scope of authority – includes electronic and postal communications. The ECL clarified ANACOM's jurisdiction in previously undefined areas and expanded its role to include new market sectors.

For instance, the ECL extends ANACOM's regulatory authority to Over-The-Top (OTT ) services. Although these services operate exclusively at the application layer of data transmission networks , the ECL categorises OTT as network services for legal and market analysis purposes, particularly regarding end-user rights.

The ECL assigns ANACOM a comprehensive set of regulatory, supervisory, control, and enforcement duties for the communications sector. Specifically, ANACOM is responsible for the following:

• Promoting competition in the provision of electronic communications networks and services;
• Ensuring access to networks, infrastructures, facilities, and services;

• Protecting the rights and interests of consumers and other end-users; and

• Ensuring access to the universal electronic and postal communications service and enforcing universal service obligations.

Among other changes, the ECL grants ANACOM additional powers and duties, particularly in spectrum management. ANACOM is now authorised to promote the shared use of the radio spectrum, allowing multiple operators to access the same frequency bands through the allocation of rights of use for frequencies (in Portuguese, "Direitos de Utilização de Frequências" or "DUF").

Additionally, the ECL clarifies that regulations for competitive or comparative selection procedures for radio spectrum rights of use must be approved by the government ministerial department responsible for the communications sector.

The ECL is aligned with the European Electronic Communications Code by recognising the role of "other competent authorities" in the communications sector. Entities such as the National Authority for Emergency and Civil Protection (Autoridade Nacional de Emergência e Proteção Civil – "ANEPC") are legally granted specific powers, particularly concerning end-user rights.

To facilitate this, the ECL requires ANACOM to collaborate with "other relevant entities" by organising public consultations and sharing information on matters of joint interest, particularly those related to emergency communications.

2. GENERAL AUTHORISATION, FREQUENCIES, NUMBERS AND SECURITY

2.1. GENERAL AUTHORISATION FRAMEWORK

The provision of electronic communications networks and services is unrestricted, allowing companies to offer such services without prior authorisation from the regulator, except when obtaining rights of use for elements such as frequency bands (DUFs) and numbering rights.

Companies intending to provide public electronic communication networks and publicly available electronic communication services must notify ANACOM before starting operations. This notification must include:

• A statement of the applicant's intent to begin operations;
• The applicant's identification details, along with the website associated with the provision of public electronic communication networks and services;
• Contact information for communications and notices, including a mandatory email address;
• A brief overview of the planned network and services; and
• The expected service launch date.

It is worth mentioning that companies not subject to the general authorisation regime under the ECL are not required to fulfil this prior notification to ANACOM requirement before launching their operations. Similarly, this requirement does not apply to providers of electronic communications services not intended for public access.

ANACOM may also, through specific regulations, exempt certain companies offering specific public electronic communication networks and publicly available services from this requirement.

2.2. GENERAL AND SPECIFIC CONDITIONS

Companies providing electronic communications networks and services remain subject to several general conditions established under the previous law. These include:

• Access obligations;
• Obligations related to the processing of personal data and the protection of privacy within the electronic communications sector;
• Obligations to install and provide lawful interception systems to national authorities, including decryption capabilities when such facilities are offered;
• Conditions of use of the radio spectrum for electronic communications services; and
• Conditions of use to ensure communications between emergency services, competent authorities, civil protection agents and the public.

Entities not subject to the general authorisation regime are not subject to these general conditions.
In addition, companies providing electronic communications networks and services may also be subject to specific obligations, particularly those related to access and interconnection, retail market regulations, and the provision of universal service.

Finally, it is important to note that providers of independent interpersonal communication services may, in certain cases, also face access and interconnection obligations due to changes introduced by the ECL.

2.3. OPERATOR'S RIGHTS

The ECL grants companies providing electronic communications networks or services -whether intended for public or private use - the right to request the establishment of rights of way and to utilise the radio frequency spectrum for deploying their networks and services.

Companies offering public networks or services have additional rights, including the right to apply for universal service provider status and expand their coverage nationwide.

These rights may be amended through legislative, regulatory or administrative measures, provided such changes are objectively justified, proportioned and approved by the rights holder. Amendments are subject to a public consultation process that allows stakeholders to provide input unless the changes are minor or do not affect the fundamental nature of the rights of use.

The holders of DUF and numbering resources are granted a general guarantee of non-restriction and irrevocability of these rights until their expiration. However, the law outlines specific criteria under which these rights may be restricted or revoked in advance by the NRA, including:

• Voluntary consent by the rights holder;
• Justified reasons to ensure the effective and efficient use of numbering resources or radium spectrum; and the implementation of technical measures under Article 4 of the Radium Spectrum Decision.

Restricting or revoking rights without the holder's consent or in unjustified cases must follow a legal procedure that upholds the principles of proportionality and non-discrimination.

In cases where rights are restricted or revoked, holders are entitled to compensation for any exceptional and abnormal losses or damages suffered, as determined by ANACOM following the rules on extracontractual liability of the State and other public entities.

Summarising, the ECL does not introduce significant innovations in this area but clarifies that these rules extend to Over-The-Top (OTT) services and companies that wish to offer electronic communications services not intended for public use.

2.4. THE RADIO SPECTRUM

The radio frequency spectrum, which enables the transmission of electromagnetic waves with frequencies between 3kHz and 3000GHz, is a vital public resource with significant economic and social value for the country. This importance is evident in the amounts paid for rights to use it and in the intense public debate surrounding spectrum-related issues.

ANACOM is responsible for managing the spectrum and must promote its efficient use according to technological and service neutrality principles. The first of these principles states that any technology may be used in the frequency bands allocated to electronic communications services. In contrast, service neutrality allows any type of electronic communications services may be offered through the available frequency bands.

The ECL has not introduced significant changes to ANACOM's role. ANACOM retains most of its existing powers, including the power to assign, modify, renew rights of use, and to authorise the transfer or lease of such rights.

 However, in response to the challenges faced during the 5G DUF auction debacle, the ECL introduced two seemingly conflicting changes regarding future frequency allocation procedures. ANACOM has also been granted new powers for the protection of competitive usage of frequencies. On the other hand, the authority to decide on frequency allocation procedures has been transferred to the Government, which must now directly approve them.

The ECL reiterates ANACOM's responsibilities for granting rights of use for frequencies of electronic communications networks or services. These rights are always limited in time. For example, rights of use for the spectrum of wireless broadband electronic communications services are granted for 15 years, with the possibility of renewal.

As under the previous regime, ANACOM is also responsible for defining the conditions associated with the rights of use of the spectrum. If breached, the regulator can revoke the rights of use or impose other measures. These conditions must be proportional, transparent, and non-discriminatory, including setting maximum periods of rights of use.

The ECL introduces an innovative provision for the shared use of the radio spectrum, expanding its potential applications.
The renewal of rights of use is possible, but the renewal rules have been significantly changed under the ECL:

• Under the previous law, the renewal of rights of use for the radio frequency spectrum was solely dependent on the initiative of the holder; and
• Under the ECL, ANACOM may proactively assess the need to renew the radio frequency spectrum.

Holders of rights of use for the radio frequency spectrum may also apply for renewal. Still, applications must be submitted between 18 months and five years before the rights expire, compared to a minimum of one year's notice under the previous law. In any case, the regulator must respond to renewal requests within six consecutive months from the receipt date.

In the case of rights of use, whose number is limited, public consultations must be held to allow interested parties to provide input on renewal decisions. Since rights of use are licensed to operators, they are required to pay periodic fees, which, except in exceptional cases, are mainly intended to cover the costs of radio supervision.

Finally, it is worth mentioning that the National Frequency Allocation Framework (Quadro Nacional de Atribuição de Frequências - "QNAF", which may be accessed through this link) serves as the technical management instrument used for the radium spectrum, which defines the conditions of use according to its purpose.

2.4.1. TRANSFER AND LEASE OF RIGHTS OF USE

The ECL allows the transfer or leasing of rights of use for the radium spectrum.

As a rule, if the rights holder wishes to transfer or lease them, it can do so through a request to the regulator, which must approve or deny it within 45 business days.

However, in some cases, the transfer or leasing of rights of use is not permitted. These cases include rights allocated free of charge, the provision of radio broadcasting services and the distribution of television and radio broadcasting services as part of specific procedures to achieve public interest objectives.

2.4.2. COMPETITION

Under the ECL, ANACOM, the Portuguese NRA, is required to promote effective competition within the European Union's internal market when allocating, modifying, or renewing frequency usage rights, striving to minimise potential distortions to competition. In this regard, ANACOM, as the Portuguese NRA, can implement or recommend measures to other competent authorities addressing competition distortions. These measures may include, among others:

• Limiting the number of spectrum bands for which usage rights are granted or imposing conditions on these rights;
• Reserving portions of a spectrum band or group of bands for allocation to new market entrants; and
• Denying new rights of use or prohibiting new spectrum uses in specific bands and imposing conditions to their allocation, transfer, or lease to prevent competitive imbalances.

When adopting such measures, the regulator should base its decisions on an objective and forward-looking assessment of market competition conditions and the necessity of the proposed actions.

2.5. NUMBERING RESOURCES

The ECL designates ANACOM as the entity responsible for managing numbering resources in Portugal.

"Numbering resources", defined as the structured set of codes used by electronic communication networks to route signals, are part of the National Numbering Plan (Plano Nacional de Numeração – "PNN", accessible through this link), or an international numbering plan. ANACOM has the power to administer and allocate these numbers, which can be used to identify networks, network elements, end-users, services or applications that utilise these services and networks.

The ECL states that ANACOM is tasked with ensuring the availability of numbering resources for the operation of public electronic communication networks and the provision of publicly accessible electronic communication services.

Operators must submit a detailed and justified request to ANACOM to obtain the right to use these resources. ANACOM uses the National Numbering Plan as a technical tool for managing the allocation of these numbers, which includes specific criteria for each range of numbers.

2.6. SECURITY AND EMERGENCY

The ECL establishes general responsibilities for coordinating electronic communication networks and services during crises, wars, major accidents or disasters, and threats to internal security but also emphasises two specific regulations:

• First, providers of communication services using numbers are required to issue free public warnings in the event of imminent or ongoing emergencies, accidents, or disasters; and
• Second, all end-users of communication services are entitled to free access to the European emergency number 112, as well as any other national emergency numbers designated by ANACOM and listed in the National Numbering Plan, for making emergency calls.

3. MARKET ANALYSIS AND REGULATORY CONTROLS

3.1. GENERAL PROVISIONS

According to the ECL, market analysis and the imposition of specific obligations must comply with the principle of full justification, meaning that all decisions must be based on legal requirements and preceded by a public consultation process.

The definition of relevant products and geographic markets in the telecommunications sector and determining which companies have significant market power are ANACOM's responsibility.

3.2. MARKET ANALYSIS

The ECL entrusts ANACOM with the responsibility of defining and analysing the relevant product and service markets within the electronic communications sector, considering the level of infrastructure competition in those areas.

Following this analysis, ANACOM may impose specific obligations when:

• Market entry barriers exist;
• The market structure does not support effective competition; and
• Competition Law alone is insufficient to address specific deficiencies.

This analysis can be conducted for national and transnational telecommunication markets in collaboration with European authorities.

3.3. OBLIGATIONS ON OPERATORS WITH SIGNIFICANT MARKET POWER

The ECL retains the traditional definition of significant market power as a strong economic position that enables a company to operate independently of competitors, customers and end-users.
Like the previous legislation, the ECL allows the regulator to impose certain obligations on companies with significant market power. These obligations may include:

• Meeting reasonable requests for access to and use of infrastructure, such as civil engineering assets owned by the company;
• Implementing cost-oriented pricing and cost accounting systems for specific types of interconnections and access when there is no effective competition. However, the ECL introduces stricter conditions for imposing these obligations. ANACOM must now consider the benefits of predictable and stable wholesale prices that encourage efficient market entry and incentives for companies to invest in new and more advanced networks, particularly in areas of low population density; and
• The ECL aligns with the European Electronic Communications Code by emphasising the positive impact that the wholesale market can have on retail competition and reduce competitive risks.

As a result, wholesale companies are subject to a more favourable regulatory regime. Their obligations may be limited to non-discrimination, access to specific network elements and associated facilities, or fair, equitable, and reasonable pricing. However, this rule applies if the company meets strict cumulative criteria, which may make qualification challenging for some.

Companies with significant market power are now required to address specific obligations regarding infrastructure migration. For example, to mitigate the potential competitive risks associated with transitioning from old copper networks to next-generation networks, such companies must provide prior notification when planning to deactivate or replace their infrastructure, either fully or partially.

Access obligations are not limited to companies with significant market power. To improve economic efficiency, the regulator can impose access requirements on operators or owners of cabling and associated facilities within buildings or up to the first distribution point outside the building, regardless of market power status. This measure relies on symmetric regulation that applies uniformly to all operators.

3.4. ACCESS AND INTERCONNECTION

3.4.1. INTERCONNECTION

Companies providing electronic communication networks and services are free to negotiate and establish interconnection agreements independently.

ANACOM has the authority to impose access and interconnection obligations on companies, regardless of whether they possess significant market power, as long as they are objective, proportionate, transparent, and non-discriminatory. For instance, ANACOM may impose additional obligations on companies that control the access to end-users.

3.4.2. REGULATORY OBLIGATIONS

The ECL aligns closely with the EECC, preserving the regulatory obligations established under the previous legislation. However, the ECL introduces new and more stringent and complex regulatory obligations.

One example is the ECL's emphasis on symmetric regulatory obligations and access requirements, such as providing access to cabling up to the first distribution point, enabling access to civil engineering assets and imposing national roaming obligations. These new provisions aim to provide more regulatory oversight and promote fair competition in the market. However, the stringency of these obligations adds complexity that may hinder their implementation.

While these new rules may have been introduced to strengthen user protections, they may raise concerns regarding the challenges associated with their practical application.

3.4.3. NATIONAL ROAMING OBLIGATIONS

Following the EECC, the ECL introduces the concept of national roaming. This is viewed as a significant regulatory mechanism to overcome physical and economic barriers to the provision of services and networks requiring access through usage rights for radio spectrum frequencies, particularly for mobile network operators serving end-users.

When accessing and sharing passive infrastructure is insufficient to ensure adequate coverage, the regulator may enforce active infrastructure sharing or mandate the establishment of national roaming agreements. However, such obligations may only be imposed under specific conditions, such as unavoidable physical or economic constraints – such as limited access in protected areas due to building restrictions – leading to inadequate or non-existent service availability for end-users.

This mechanism is justified solely when passive infrastructure sharing and access prove insufficient.

3.4.4. INTERNATIONAL ROAMING

International roaming, initially introduced with early 2G mobile networks, is a service that enables customers of one provider to access mobile services through the networks of other operators in foreign countries. This essential service allows users to make and receive voice calls, send and receive text and multimedia messages, and access the internet while travelling. It is one of the most important factors in the widespread adoption of mobile services, particularly over GSM networks.

Roaming costs are traditionally higher than domestic networks, as third-party operators set fees for visiting users. Regulatory pressure in the European Economic Area (EEA) has led to a significant reduction in roaming costs. Since the introduction of the EU's "Roam Like at Home" initiative in 2017, users within the EEA pay the same rates for international roaming as they do on their home network. Costs outside the EEA remain higher than home network costs.

It is important to note that international roaming is not regulated by the ECL but by European regulations, specifically by Regulation (EU) 2022/612 of the European Parliament and the Council of 6 April 2022.

3.5. REGULATORY CONTROLS IN RETAIL MARKETS

ANACOM's imposition of specific obligations tailored to retail markets is contingent upon two conditions:

• The absence of effective competition; and
• Imposing additional obligations would not align with the overall objectives of regulation.

The ECL aims to prevent operators from engaging in excessive pricing and discriminatory practices against end-users.

4. USERS' RIGHTS, UNIVERSAL SERVICE AND ADDITIONAL MANDATORY SERVICES

4.1. END-USERS' RIGHTS

Companies, including OTT providers, that offer networks or services are now fully subject to the end-users’ rights set out in the ECL.

As an exception applies to the micro-entities offering number-independent one-to-one communications services, while exempt from these regulations, they are still required to inform end-users about this exemption.

According to the ECL, end-user rights extend to consumers, micro-entities, small enterprises, and non-profit organisations that do not waive such rights.

Under the ECL, organisations are entitled to:

• Receive written information about service terms and conditions;
• Be notified at least 15 days in advance of the operator's intention to discontinue a specific service;
• Access information on expected and actual service levels;
• Receiving itemised invoices, including itemised cost breakdown and information on the end of the minimum contractual period;
• Benefit from increased protections in cases of unauthorised contracts;
• Tools to view pricing and other contractual conditions;

• Receive immediate and proportional reductions in monthly fees for service quality failures, in addition to any other applicable compensation;

• Maintain continuous access to the contracted services and receive notice of service suspension; and

• The right to number portability.

The protection of end-users became the foundation of the ECL. Nonetheless, the legislator's attempt to empower users has led to unintended consequences, including a lack of clear guidelines, creating an unwelcome and unexpected sense of uncertainty. For example, under the ECL, operators are prohibited from unjustifiably discriminating against customers based on nationality or place of residence; however, no specific guidelines have been provided regarding what may be considered justifiable discrimination. This is a sensitive matter and may lead to disputes in the future.

The ECL seeks to empower end-users by ensuring fair treatment within the market. The protection of end-users is a fundamental aspect of the ECL. As part of this framework, the non-discrimination rules ensure that consumers have equal access to services and that companies cannot discriminate against users based on their nationality or residence.

ANACOM plans to update the portability regime through a new regulation, replacing the 2005 version. According to the public consultation, the primary goal is to maintain the core structure of the existing framework. However, the new regulation introduces several key changes, particularly aimed at protecting consumers, including:

• Prohibiting certain portability fees for end users
• Requiring recipient providers to ensure both the portability of numbers and their activation.

4.2. AGREEMENT INFORMATION REQUIREMENTS

The ECL complements the framework for the disclosure of pre-contractual information. Under the ECL, public communication providers and operators, excluding machine-to-machine service providers, are now required to provide consumers with essential information (under the Consumer Protection Act) about key aspects of the agreement before signing the contract. Among other things, operators are required to disclose information on:

• The main characteristics of the goods or services;
• The provider's identity, including the company's name, postal address and telephone number, and other contact information;
• The full price of the services, including the fixed fees, applicable taxes, additional setup charges, and other relevant costs, including maintenance fees; and
• The price calculation method in cases where, due to the nature of the service, the price cannot be determined before the agreement.

The ECL also requires operators to adopt and make available a summary of the user contract terms and conditions.

4.3. CONTROL MECHANISMS FOR CONTRACTING AND INVOICING

According to the ECL, billing for publicly available electronic communications services must be conducted monthly. Invoices for these services must be sent, free of charge, to the end user and must include the following details:

• A breakdown of the services provided along with the corresponding prices;
• The remaining term to complete the minimum contractual obligations and, when applicable,
• The details of the social tariff for broadband Internet access services and its application for consumers with low incomes or special social needs.

4.4. DURATION OF THE AGREEMENT

Due to the prevalence of bundled services (triple, quadruple and quintuple play offerings with implied discounts ), particularly in the residential fixed-line market segment, local operators tend to waive setup fees and replace them in favour of minimum contract periods, which, if breached, steep early termination fees are applied. Therefore, it is no surprise that minimum contract periods , have become one of the most debated issues in consumer law.

However, the ECL still emphasises its stance on minimum contract periods and early termination charges, opting for more targeted changes, such as clauses introducing the concepts of initial and follow-up minimum contract periods and setting caps for both.

Consequently, operators providing publicly available communication services are required to offer services without any customer lock-in periods, with the minimum contract period limited to 24 months.

Furthermore, the consumer's subscription to supplementary services or terminal equipment cannot be used to extend the initial contractual loyalty period unless the consumer explicitly agrees to it at the time of subscription.

4.5. TERMINATION OF THE AGREEMENT

Regarding contract termination, in its quest to protect consumers, the ECL introduced significant deviations to general legal principles, particularly on contract default and liability.

According to the ECL, the suspension of services for defaulting non-consumer end-users is allowed subject to prior notice. It should be noted that discontinuing access to emergency services is strictly prohibited.

A notice must be issued for defaulting consumer end-users, initiating a grace period of at least 30 days. Following this period, an additional 30-day suspension period is permitted. The contract will automatically be terminated without further notice once this second period elapses and the necessary notification requirements are fulfilled.

On the other hand, in cases where services are unavailable for longer than 24 hours, the ECL imposes a proportional reduction in the bill, regardless of any consumer's request. If the service remains unavailable for over 15 days, the end-user has the right to terminate the agreement without incurring any cost.

Also, in this case, the ECL outlines additional specific causes for breach of agreement beyond those previously mentioned.

For instance, in the event of a "significant discrepancy between the actual performance of services and the performance outlined in the agreement", the end-user may demand corrective measures, but the ECL does not set out the measures that may be required. The ECL gives the end-user the right to terminate the agreement without penalty. The use of such arguably vague concepts may lead to controversies and possibly to decisions that can set a standard for their application.

As mentioned above, the ECL introduced specific changes regarding the admissibility of minimum contract periods, along with the mentioned restrictions; the ECL limits early termination charges when customers fail to comply with the agreed-upon lock-in periods.

The ECL recognises that a customer may be able to terminate their agreement with an operator without incurring early termination charges if the consumer:

• Changes their address, and the operator cannot demand additional charges if it cannot provide the contracted or equivalent service in terms of characteristics and price at the new address. The consumer changes their primary residence permanently, and the operator is unable to provide the same or equivalent service at the new location;
• Loses disposable monthly income due to involuntary unemployment;
• Is permanently or temporarily incapacitated for work or loses monthly income due to a long-term illness;
• Moves to a third country, defined as an unforeseeable move of the contract holder's permanent residence outside of national territory; or
• Is absent from their residence due to imprisonment or reliant on third-party care.

Although the ECL adds these breach of contract causes to protect users' interests that the legislator deemed fair, the overuse of vague terms, such as "unforeseeable move (…) out of national territory" or "loss of income due to illness", may lead to challenges in the implementation of the new legislation.

Additionally, ANACOM has introduced a contract termination platform for consumers. This platform allows users to submit termination requests and digitally access contract information.

4.6. UNIVERSAL SERVICE

The ECL has established these causes of breach of agreement with practical implications to reinforce end-users’ protection and ensure a fair termination process.

According to the ECL, universal service represents a minimum set of services that must be available to all consumers at an affordable price within the national territory, considering specific national conditions. The aim is to prevent social exclusion caused by a lack of access, enabling citizens to actively participate in social and economic life.

Universal service should guarantee the availability of the following:

• Reliable broadband internet access at a fixed location;
• Voice communication services, including the necessary underlying connection, at a fixed location; and
• Specific measures to ensure equivalent access for customers with disabilities to services available to other users.

The ECL introduces significant changes to universal service, particularly by promoting social regulation, primarily through the so-called "social internet tariff".

4.7. ADDITIONAL MANDATORY SERVICES

According to the ECL, the Government can demand operators to provide additional services to the public within the national territory, beyond the universal service obligations. However, in such cases, a compensation mechanism involving specific companies should be granted.

5. TRANSPORT OBLIGATIONS AND EQUIPMENT

ANACOM may, for public interest reasons, impose signal transmission obligations on companies operating in the television and radio programming services market and provide adequate compensation.

To comply with the ECL, digital television equipment must be capable of decoding digital signals and reproducing signals broadcast without encryption. Additionally, providers are required to facilitate the interoperability of equipment to encourage reuse.

Lastly, any activities involving illegal devices, including manufacturing, importing, distributing, selling, renting, installing, maintaining, promoting, acquiring, or using such devices, are considered a serious administrative infraction.

An illegal device refers to any equipment or software specifically designed or adapted to enable unauthorised access to protected services in an intelligible form without the service provider's consent.

6. FEES SUPERVISION AND CONTROL

6.1. RATES

Operators providing communication networks and services under the general authorisation framework are subject to an annual fee. This fee is determined based on the administrative costs associated with managing, overseeing, and enforcing the general authorisation framework, the related rights of use and specific conditions.

Additionally, operators are responsible for additional fees related to the following:

• The allocation and renewal of frequency rights;
• The allocation, reservation, and renewal of numbering resource rights; and
• The allocation of rights of way.

6.2. SUPERVISION AND CONTROL

6.2.1. DISCLOSURE OF INFORMATION

To effectively carry out its responsibilities, ANACOM is authorised to access and request information from operators when necessary, provided the request is objectively justified, non-discriminatory and reasonable.

Specifically, companies must provide financial data and any additional information requested by ANACOM or other competent authorities, as long as the need is established, to ensure compliance with administrative charges, licensing conditions, and other regulatory requirements. In general, operators must provide financial and technical information to guarantee compliance with obligations related to the services they are authorised to provide.

6.2.2. CONTROL

As a regulatory body, ANACOM is responsible for overseeing the enforcement of the ECL, in addition to the Portuguese Food and Economic Security Authority (Autoridade de Segurança Alimentar e Económica – "ASAE") and the Portuguese Tax Authorities (Autoridade Tributária e Aduaneira). ANACOM is also in charge of supervising the electronic communications sector as a whole.

However, under the ECL and other relevant legislation, judicial courts and central Government agencies, such as the national cybersecurity agency (Centro Nacional de Cibersegurança – "CNCS"), hold a level of jurisdiction over the sector. These include the previously mentioned ANEPC (the emergency and civil protection agency), the Food and Economic Security Authority (Autoridade de Segurança Alimentar e Económica – "ASAE"), the Competition Authority (Autoridade da Concorrência – "AdC"), the Tax and Customs Authority (Autoridade Tributária e Aduaneira – "AT") and the district council's authorities.

6.2.3. NEW SANCTIONING FRAMEWORK

The ECL has significantly expanded its sanctioning framework. It now includes more than 120 administrative infractions, of which nearly 97% are considered severe or very serious, potentially resulting in fines of up to one million or five million euros.

Regarding compliance with the end-consumer rules, more than 40 applicable sanctions account for over a third of the total ECL's administrative infractions under the ECL. 

Under the ECL, issuing guidelines, recommendations, or instructions to employees, agents, or business partners that may lead to a violation of rules or ANACOM's instructions is considered a severe administrative infraction.

As opposed to the initial version of the bill presented by the Government in May 2022 , the ECL does not include provisions for individual liability of members of management bodies and company directors.

Alongside a comprehensive list of violations for which operators are liable, under the ECL, a severe or very serious administrative offence occurs whenever an operator issues its employees, agents, or business partners with guidelines, recommendations, or instructions likely to result in a breach of rules on ANACOM's instructions.

It should be noted that this type of provision is rare within Portuguese law and seems to be a compromise when compared to the bill submitted to Parliament that would have made company directors and senior staff operators personally liable. Considering the broad and ambiguous nature of these sanctioning provisions, we expect to see a rise in disputes and the consolidation of case law concerning how sanctions should be applied.

OPEN INTERNET PRINCIPLE

The open internet principle ensures that citizens of the European Union have unrestricted access to online content and services, regardless of their location or time, without discrimination or interference from internet service providers.

In Portugal, this principle is reflected in national law through the ECL, which states that any actions taken to maintain the quality of internet access must comply with Regulation (EU) 2015/2120 of the European Parliament and of the Council of 25 November 2015.
The open internet principle is crucial today, where information is widely accessible online. It ensures that individuals and businesses have unrestricted and equal access to online content and services. For instance:

• Internet service providers are prohibited from blocking or slowing down their competitors' content, applications, or services, except in limited circumstances, such as maintaining network security and integrity. Under this principle, e.g., internet providers must prevent unjustifiable blocking or slowing down content, applications, or services, except in limited cases, such as to maintain network security and integrity;
• Similarly, service providers must provide equal access to online content and services, free from undue interference driven by their interests and cannot prioritise traffic on their networks based on payments from a specific source.

In conclusion, it's important to note in cases of violation of the open Internet provisions, EU Member States are obligated to enforce sanctions that are effective, proportional, and dissuasive. Service providers found in breach may face both administrative and financial penalties.

In 2024, investment in Portugal's tourism, real estate, renewable energy, and other long-term projects continued to be robust. Despite facing challenges, both local and international investors maintained confidence in the future prospects of these sectors.

After growing 2% in 2024, the Portuguese economy is projected to grow 2.3% in 2025 and 2026. Exports of goods and services reached 56,293 million euros by the end of June 2024, a decline of 0,9% compared to the same period in 2023.

In 2024, investment in tourism, real estate, renewable energy, and other longer-term projects remained strong in Portugal. Despite the difficulties, local and international investors remain confident in the longer-term prospects in tourism, energy, and real estate.

It is expected that the «Recovery and Resilience Plan» (Plano de Resiliência e Recuperação, PRR), supported by the European Union, will improve the performance of Portugal’s economy in the near future. The government plans to invest in 85 infrastructure projects, with €22.200 million in the transportation sector, mainly in upgrading or building new railroads and subway infrastructure, €13,060 million in renewable energy, and €7,418 million in environment-related investments. In 2023, new public funds totalling 400 million euros were established, mostly to invest in start-ups.

Portugal’s commitment to energy transition and technological developments is attracting international and local investors in solar and wind power projects. Investors are waiting for the government to open up public tenders to develop offshore wind power projects on the coast of Portugal.

In a world of many uncertainties, with wars raging in Ukraine and the Middle East, Portugal remains a safe harbour for international investors. According to the Institute for Economics & Peace’s “Global Peace Index 2023”, Portugal is one of the safest countries in the world, ranking 7th in the most peaceful countries in the World and 4th in Europe.

This guide reviews the main aspects foreign investors consider when looking at Portugal as a place to invest, such as how to set up a business, government incentives, employment rules, taxation, intellectual property protection, real estate, and the judicial system.
For more information, go to www.macedovitorino.com/en/Why-Portugal

This paper provides an overview of the current state of the Portuguese Capital Markets and addresses the main capital market rules, dealing specifically with the regime of qualified holdings, admission to trading, public offerings and, finally, the sanctioning regime.

The number of domestic listed companies in Portugal has been decreasing. The number of listed companies in Portugal reached its peak in 1990, with 152 listed companies at the Lisbon and Oporto Stock Exchange. Presently, only 53 companies are listed in Euronext Lisbon.

The main reasons for the decrease in the number of listed companies are the change in the shareholding structure of listed companies through a merger or acquisition, which may be followed by a "squeeze-out" of minority shareholders and consequent withdrawal from the stock exchange (as were the cases of Companhia de Seguros Tranquilidade, S.A. and with Vodafone Telecel – Comunicações Pessoais, S.A.) or by decision of the shareholders.

Since 2000, there were more than 50 IPOs in Portugal. Although the number of IPOs decreased after the financial crisis of 2008. SMEs, unlike state-owned companies, have requested to be listed on either the Portuguese regulated market (Euronext Lisbon) or another platform (in particular, multilateral trading facilities such as Euronext Access and Euronext Growth).

The last IPO in Portugal took place in 2021 with the listing of Greenvolt – Energias Renováveis, which meanwhile has been acquired by KKR.

The prices of the twenty listings with the largest market capitalisation form the Portuguese Stock Index 20 ("PSI-20"). PSI-20 is the main benchmark stock exchange index in Portugal, which includes, among others:

• EDP, a power company, which has the largest market capitalisation in the PSI 20 and its subsidiary EDP Renováveis;
• Galp, an oil and gas company with investments in the electricity market as well;
• Millennium BCP, the largest private bank in Portugal;
• SONAE, a conglomerate of industrial and distribution companies;
• Jerónimo Martins a leading Portuguese distribution group with a presence in Poland and Colombia; and
• NOS, the second largest telecom operator in Portugal.

Access to the pdf version above. 

The Portuguese low-voltage grid (“LV Grid”) is operated by private entities awarded with a concession provided by the municipalities (up to the maximum length of 20 years). It can also be operated directly by each municipality, but none of them is currently doing so.

Portugal has largely recovered from the impact of the coronavirus pandemic. The inflation pressures felt in 2022 and 2023 are fading mostly due to the end of supply chain disruptions caused by the pandemic and the European Central Bank’s monetary policy. However, the ECB’s interest rate increases and the cooling off of demand in European markets are leading to a decline in economic growth throughout Europe.

After growing 6.7% in 2022, the Portuguese economy is projected to increase by 2.1% in 2023 and 1,2% in 2024. Exports of goods and services reached 56,293 million euros by the end of June 2023, a decline of 3,4% compared to the same period in 2022.

In 2023, investment in tourism, real estate, renewable energy, and other longer-term projects remained strong in Portugal. Despite the present difficulties, local and international investors continue to be confident in the longer-term prospects in tourism, energy, and real estate.

It is expected that the «Recovery and Resilience Plan» (Plano de Resiliência e Recuperação, PRR), supported by the European Union, will improve the performance of Portugal’s economy in the near future. The government plans to invest in 85 infrastructure projects, with €22.200 million in the transportation sector, mainly in upgrading or building new railroads and subway infrastructure, €13,060 million in renewable energy, and €7,418 million in environment-related investments. In 2023, new public funds totaling 400 million euros were established, mostly to invest in start-ups.

Portugal’s commitment to energy transition and technological developments is attracting international and local investors in solar and wind power projects. Investors are waiting for the government to open up public tenders to develop offshore wind power projects on the coast of Portugal.

In a world of many uncertainties, with wars raging in Ukraine and the Middle East, Portugal remains a safe harbour for international investors. According to the Institute for Economics & Peace’s “Global Peace Index 2023”, Portugal is one of the safest countries in the world, ranking 7^th in the most peaceful countries in the World and 4^th in Europe.

This guide reviews the main aspects to be considered by foreign investors looking at Portugal as a place to invest, such as how to set up a business, government incentives, employment rules, taxation, intellectual property protection, real estate, and the judicial system.

For more information, go to www.macedovitorino.com/en/Why-Portugal

Since we live in a constantly changing world in which only values and principles last over time, we believe in a legal profession in which rigour, initiative, integrity and dedication are the best measure of success. ?

The water sector in Portugal includes activities such as collecting, treating, and distributing water for public use, as well as managing wastewater. The responsibility for providing these services is shared between the government and local municipalities.

With around 3,000 hours of sunshine per year, Portugal stands as the European country with the highest average hours of sun exposure, and it has harnessed this advantage to emerge as one of the most progressive and enthusiastic nations in the promotion of renewable energy. Portugal’s domestic primary energy production relies predominantly on renewable energy sources, thereby diminishing the country’s dependence on imported fossil, consequently reducing the emission of greenhouse gases. In 2022, 56,9% of the electricity generated was based on renewable sources, and this is expected to rise steeply in the coming decade.  In its most recent version, released on 30 June 2023, the Portuguese National Plan for Energy and Climate for the period 2023-2030 (“PNEC 2030”), sets ambitious goals for a substantial rise in renewable energy generation, notably by committing to 85% of electricity production based on renewable sources by the end of 2030. Regarding solar energy, it is expected by the end of 2030 an increase in solar capacity by 20.4 GW with (a) centralized solar production to reach 14.9 GW, and (b) decentralized solar production to reach 5.5. GW.   These figures come close to quadrupling the current installed capacity with centralized solar production currently standing at 1.5 GW and decentralized production at 1.1 GW. These numbers appear even more impressive when compared at a scale of 1 to 5 to the Spanish PNIEC, which aims for a total solar energy production capacity of 76 GW. The ground rules and current organization of the Portuguese National Electrical System are established in Decree-Law No. 15/2022, of 14 January (“Energy Law”), setting forth the legal framework applicable to the activities of generation, storage, transmission, distribution and supply of electricity.   Overall, the road to market of a 1MW+ renewable energy generation must go through the following steps: (i) a grid capacity, (ii) environmental clearance, (iii) a production license, (iv) the approval of the Municipality for construction of the power plant, (v) securing connection to the public grid, (vi) execution of compensation protocol with the Municipality, and (vi) an operation license. The guide provides a snapshot of the main steps to fully license a solar power plant with 1MW+ of installed capacity.   GRID CAPACITITY TITLE  The first step of the proceeding starts with the award of a reservation of injection capacity title in the RESP (“Capacity Title”). There are three ways that promoters may apply to obtain the Capacity Title: (i) General Access, (ii) Agreement with the grid operator, or (iii) Competitive Auction   In the General Access, promoters request directly the Capacity Title to the Portuguese Directorate of Energy (“DGEG”), subject on DGEG’s publication of the available capacity in the grid, by providing the output capacity and the connection substation and voltage level.   Within 5 days upon reception of the request, DGEG notifies the grid operator to inform on the available capacity within a period of 45 days and DGEG issues the Capacity Title when there is grid capacity on a first-come first-served basis. The request may only be refused on grounds that there is no available capacity in the specific substation or if the request exceeds the available capacity.  The capacity available in this modality should have been published by DGEG by July 15, 2022, but, up to this date, it has not yet occurred, meaning that this method of obtaining the Capacity Title is currently not feasible. The second method consists in an agreement between the relevant grid operator and the promoter to extend the grid capacity, on which the promoter finances the expansion of the grid capacity.  The Secretary of State for Energy shall establish the capacity to be allocated in the RESP in this modality until January 15 of each year and the the promoters must apply until March 15th, of each year. The grid operators release a ranked list of the projects (based on technical and safety criteria) by August 10th, of the same year and within 10 days after the release of the final list, the grid operators send to the promoters the budget for carrying out the grid reinforcement studies and the relevant payment deadline. Until April 30 of the following year, the grid operators send to the promoters (i) the grid studies, (ii) the costs of reinforcement of the grid and (iii) availability deadline for completion of the works, and (iv) draft of the agreement to be entered with the promoter.   The promoter has 30 days to accept the execution of the agreement. If accepted, the agreement must be executed by the end of November, or the request will expire.  GRID CAPACICITY TITLE (II) This modality is also currently unavailable due to a procedure launched by the Government in 2020 called “Termos de Referência”, which established a set of criteria for ordering prior submitted requests. DGEG published the final rankings of eligible projects for agreements with the TSO (78 projects) and DSO (53) on 2021, subsequently amending the list in July 2023 to give priority to projects that already conducted an environmental assessment. The first tranche of projects with a total capacity of 3,6 GW is currently being handled by the TSO (3,2 GW) and the DSO (350 MW), and as far as is publicly known, the draft of the grid reinforcement agreements has been sent to the promoters. The Government has already confirmed that the second tranche will enclose a capacity of 5 GW for projects on the TSO list (up to the 23rd position) and 1 GW for projects on the DSO list (covering all eligible projects). A third tranche of projects with the remaining capacity is expected to start being handled by the TSO in 2024. The grid connection reinforcements necessary for connecting the projects to the RESP are expected to be concluded in 2028, 2029 and 2030. The allocation of injection capacity in the RESP may also be subject to a tendering procedure. The modality of the procedure, the conditions and criteria for the allocation of reserve of injection capacity in the RESP, the remuneration scheme, the access, the duration and conditions, the deadlines for the commencement of operation and respective extensions are set in the tender documents.  The decision to launch a tendering procedure results in the immediate cancelation of the pending applications for allocation of capacity for injection points to be included in the procedure, unless the promoter has already paid for the grid studies. The application for obtaining a Capacity Title is subject to the delivery of deposit by the promoter, as follows: In the General Access: EUR 10,000.00 per MVA of injection capacity; In the agreement with the grid operator: EUR 15,000.00 per MVA of injection capacity; ENVIROMENTAL ASSESSEMENT Before applying for the production license, a project may have to obtain: (i) a favourable or conditionally favourable Environmental Impact Statement (Declaração de Impacte Ambiental – “DIA”), when the project is covered by the Environmental Impact Assessment (Avaliação de Impacte Ambiental - “AIA”), or (ii) a favourable or conditionally favourable Environmental Repercussions Assessment (Declaração de Incidências Ambientais – “DINCA”), when the project is to be established in areas of National Ecological Reserve, Natura 2000 areas or National Protected Areas Network. DIA is a decision about the environmental feasibility of a project after an environmental impact study is conducted by the promoter. Any project (i) with a generating capacity ≥50 MW or the area occupied by panels and inverters is ≥100ha, (ii) or, in case it is installed in sensitive areas, has a generating capacity ≥20 MW or the area occupied by panels and inverters is ≥10ha is subject to AIA. Furthermore, the projects that do not reach those thresholds are subject to a case-by-case assessment of their potential impact on the environment, based on their location, size or nature, and may be subject to AIA by decision of the Portuguese Environmental Agency (Agência Portuguesa do Ambiente – “APA”) or of the DGEG Promoters shall submit the environmental study to APA that will issue the DIA after a period of public consultation of 30 days. A non-favourable DIA decision terminates the relevant AIA procedure. The project will be subject to DINCA in case it is located in a sensitive area being carried out by the Commission for the Coordination of Regional Development (Comissão de Coordenação e Desenvolvimento Regional – “CCDR”) based on an environmental repercussions study submitted by the promoter. The DINCA is a simplified process, with the same purpose of AIA but with lighter requirements. When a a project is not subject to AIA or AINCA, the only environmental requirement that shall be stressed out is a favourable opinion of the competent CCDR regarding the location of the project to be requested within the context of the Municipal Licensing, without prejudice to other entities that may be required to issue an opinion within such licensing procedure. In case the lands where the project is to be installed fall within the National Ecological Reserve or are in areas crossed by water lines, the regulations regarding these two constraints should be taken into consideration. PRODUCTION LICENSE Renewable power plants with an installed capacity over 1MW must obtain a production license to start the development and operation of the project. The procedure starts with the promoter submitting a request to DGEG for the award of the production license within a 1-year period from the award of the Capacity Title, if the project is subject to AIA, otherwise this deadline is reduced to 6-months. Upon request of the promoter, the deadlines established in the previous paragraph may be extended – one time - for a maximum of 1-year period upon issuance of a DGEG’s order. This second deadline can be extended for an indefinite period of time by order of the member of the Government responsible for the energy sector, upon request duly grounded by the promoter. The application to obtain a production license must be accompanied with a set of documents, including: (i) Capacity Title, (ii) land right, (iii) project description and technical documentation in connection with the power plant facility, and (iv) favourable environmental opinions, if applicable. DGEG shall start the consultation with external entities (particularly grid operator) regarding the installation of the project. Within a period of 30 days after the deadline of 20 days for the external entities to issue their opinion, DGEG shall decide upon the award of the production license. The award of the production license is subject to the provision of a deposit to DGEG, in the amount of EUR 10,000 per MVA of injection capacity, with a maximum limit of  EUR 10,000,000.00 for a period of 30 months or until the entry into operation of the power plant (whichever occurs later), under penalty of expiry of the procedure. The production license grants to the promoter, amongst other, the right to (i) install the power plant, (ii) sell the generated energy in organized markets or bilateral agreements, or to the last resort supplier in case the project benefits from a guaranteed remuneration scheme. The production license may be assigned, but subject to the previous consent of DGEG, and may only be approved if the legal requirements for its award are met by the assignee and (i) if the share of electricity generation capacity held by the assignee in MIBEL on December 31 of the previous year does not exceed 40%, and (b) if the assignee display technical and financial economic capacity and experience to ensure completion of the project).  CONNECTION TO THE GRID The promoter bears the costs of the construction of the necessary infrastructures for connecting the renewable energy project to RESP, including the costs related to the occupation of the land which is necessary for the installation of said infrastructures. As a rule, renewable energy project with an installed capacity of more than 50 MVA are connected to the transmission grid, while plants with less than 50 MVA are connected to the distribution grid. The grid connection offer is valid for a period of 180 days on which the promoter must accept them or request its modification in case it does not agree with the conditions submitted. Otherwise, such connection conditions expires, and new technical conditions must be requested. Once the promoter has accepted the grid connection offer, the promoter may start the procedure to construct the necessary connection infrastructures. The costs and charges for the licensing process and construction of the connection facilities that will connect the relevant renewable energy project to the grid are the responsibility of the promoter and, as general rule, subject to technical validation of the project by relevant grid operator since after their construction the connection facilities shall be included into the concession of the grid operator. Pursuant to the Electrical Installation License Regulation approved by Decree-Law 26852, of July 30, 1936, as a rule electrical facilities that connect renewable energy projects to the grid are subject to obtain an establishment license to be awarded by DGEG. The issuing of the establishment license is not mandatory before starting the construction of the power plant, although it is mandatory for the construction of the connection facilities that will connect the power plant to the public grid. The request of the establishment license shall be performed by the grid operator after conduction a technical validation of the connection project submitted by the promoter. The promoter is also responsible for securing the necessary land rights and/or easements for the construction and operation of the connection facilities and for compensation due to affected landowners. The promoter shall assign the connection facilities to the relevant grid operator after its construction as it shall remain under the concession of the latter. Upon the assignment, the promoter shall provide a guarantee to secure any construction or manufacturing defects corresponding to a maximum of 10% of the value of the relevant facilities, valid for a period of 2 years for the electrical works and 5 years for the civil works. MUNICIPAL CONTROL  According to legal framework concerning urban planning and building, construction enacted by Decree-law no. 555/99, of December 16, building a power plant is considered an “urbanistic operation”, and thus subject to: A licensing procedure through the obtainment of a construction license and construction permit, being the permit a condition for the construction license to be effective and for the start of the works The approval to a prior communication request which, if properly instructed and approved by the Municipality grants the right to immediately start the construction works. Before construction, it is possible to ask the municipality, on a preliminary basis, information about the feasibility of certain urban planning operation, including legal and regulatory constraints. A favourable preliminary information binds the competent entities on the decision to make on a potential construction request for a period of 1 (one) year. To obtain the construction license, the promoter submits online (on the municipalities’ website) a request addressed to the President of the Municipality. The President of the Municipality decides on the completeness of the request and starts a period of consulting external authorities.  Within 45 days from the date of receipt of the last of the opinions, or approvals by such authorities, the Municipality decides upon the issuing of the construction license.  In any case, the construction works may only commence after the issue of the relevant construction permit, which must be applied by the promotor within one year of the date of the issuing of the construction license. Failing to comply with the said deadline will cause the expiration of the construction license.  The prior communication request consists of a declaration that, provided it is properly instructed, allows the interested party to proceed immediately with certain urban planning operations after payment of the fees due, dispensing with the practice of any permissive acts. Based on reasonable grounds, the construction deadline may be extended for a further period not exceeding half of its initial term.  After completion of the construction works, the license of use for the project shall be obtained attesting that the works are completed and have been executed in accordance with the relevant construction procedure, as well as with applicable law and regulations. Learn more by download the pdf below.