Corporate work for companies with a stake in Portugal

Shareholder arrangements, acquisitions, reorganisations and the day-to-day corporate life of a Portuguese company. Led by a partner who spent years on cross-border M&A and project finance at internationally ranked firms, with the scope and the fee set in writing before work begins.

From the first shareholder to the exit

Most of our corporate clients are foreign founders, investors or groups whose Portuguese company is one piece of a wider structure. The work below is quoted per matter, in full, once we have seen the documents.

For founders and co-investors

Shareholders' agreements and founder arrangements

The articles of association say what Portuguese law requires. The shareholders' agreement says what the people behind the company actually agreed: who decides what, how new money comes in, what happens when someone leaves, and how a sale is handled.

We draft or review it against the articles, so the two documents do not contradict each other, and against the investor documents of any foreign holding above it.

Fixed fee, confirmed in writing after we review the structure.

Reserved matters, deadlock and information rights
Vesting, good and bad leaver, transfer restrictions
Pre-emption, drag-along and tag-along
Alignment with the articles and with foreign holding documents
For buyers and investors

Acquisitions and investments into Portugal

Buying a Portuguese company, a stake in one, or a business out of one. We run the legal due diligence, negotiate the transaction documents and take the deal through completion and the registry filings.

Share deals in a Portuguese Lda move by transfer of quotas, which has its own formalities and consent rules. Getting them right at signing avoids a registry problem at closing.

Phased fees per stage (due diligence, documents, completion), each confirmed in writing before it starts.

Legal due diligence with a red-flag report you can actually read
Share and asset purchase agreements, warranties and indemnities
Transfer of quotas and shares, registry and beneficial ownership filings
Coordination with foreign counsel on cross-border deals
For groups

Reorganisations and group structuring

Structures that made sense on day one rarely survive the second funding round or the first expansion. We handle the changes: capital increases, new classes of shareholders, a branch converted into a subsidiary, a holding inserted above the Portuguese company, mergers and conversions.

Each change has a corporate side, a tax side and a registry side. We line up all three before anything is filed.

Fixed fee per operation, confirmed in writing after scoping.

Capital increases and reductions, supplementary contributions
Branch to subsidiary, holding structures, intra-group transfers
Mergers, demergers and conversion of an Lda into an SA
Tax review coordinated before filing
After incorporation

Employment and commercial contracts

Most of what a Portuguese company needs from a lawyer arrives after it is registered: the first hire, the first distributor, the first supply or services contract. We stay on as your counsel in Portugal for that work.

Home-country templates tend to miss the Portuguese rules that matter, such as fixed-term contract limits, the registrations that come with a first hire, and the termination and goodwill indemnity rules for agents and distributors.

Fixed fee per document or package, quoted before it begins. No retainer required.

Permanent and fixed-term employment contracts, service agreements
Confidentiality and IP assignment for employees and contractors
Supply, services, agency, distribution and reseller agreements
Registrations that come with a first hire in Portugal
For existing companies

Ongoing corporate counsel

The recurring obligations of a Portuguese company are simple individually and easy to miss together: approval of the annual accounts, the beneficial ownership register, changes of managers, powers of attorney, minute books and filings.

We keep them in order so that a bank, an auditor or a buyer finds a clean file, and we are on hand for the contracts and decisions that come up in between.

Per matter, or a monthly retainer agreed in writing.

Shareholder meetings, resolutions and minute books
Annual accounts approval and registry filings
Beneficial ownership register (RCBE) and changes of management
Commercial contracts and day-to-day legal questions
Who works on your matter

Led by our managing partner, staffed for the matter

Every engagement is led by our managing partner, who stays your point of contact from scoping to closing. Around that lead, we bring in senior Portuguese lawyers selected for what the matter actually needs, drawn from a network of practitioners who trained at leading firms: tax, employment, regulatory, real estate or litigation.

The team is sized to the work, not the other way round. You see who is involved and what each person does in the engagement letter, and you still deal with one firm, one fee and one line of responsibility.

One lead lawyer and one point of contact throughout
Senior specialists added only where the matter calls for them
Everyone involved named in the engagement letter
One engagement and one fee structure, agreed upfront

Scope first, then the fee, then the work

1

Scoping

A scoping call and a look at the documents. Where the question is still what to do, an advisory session answers it first.

2

Fee in writing

A fixed fee, or a fee per phase for transactions, set out in the engagement letter together with who works on the matter.

3

Execution

Documents, negotiation, signing and the registry filings, with one point of contact from start to finish.

Tell us about the deal or the structure

We confirm the scope, who works on it and the fee before any work begins.

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