M&A transactions in Portugal are primarily governed by the provisions of the Portuguese Companies Code, which regulates acquisitions (both share deals and asset deals), mergers, demergers, and other corporate reorganizations. Additionally, certain contractual aspects of M&A transactions, in particular formation, validity, interpretation, liability and remedies are also governed by the Portuguese Civil Code.

As for public M&A, takeover bids (which are less recurring in Portugal) are governed by the Portuguese Securities Code, which regulates voluntary and mandatory takeover bids, disclosure obligations, prospectus requirements and market conduct rules.

Further to this, other rules applicable to M&A operations can be found in the following Portuguese legislation:

(i) Commercial Registry Code: as registration of most acts arising from M&A transactions (such as amendments to articles of association, mergers or changes in share capital) is generally required for enforceability against third parties;

(ii) Competition Act: if transactions meet the applicable turnover or market share thresholds they must be notified to and cleared by the relevant authority prior to implementation;

(iii) Corporate Income Tax Code, Personal Income Tax Code and Stamp Duty Code: for all tax matters arising from M&A transactions;

(iv) Portuguese Labour Code: also relevant, particularly in asset deals or transfers of businesses as going concerns;

(v) Beneficial Owner legal regime: governing transparency and beneficial ownership disclosure obligations;

(vi) As well as specific legislation regarding regulated industries (e.g., Banking, Insurance and Media Laws).

The most relevant regulatory authorities are the Portuguese Competition Authority (“AdC”), the Securities Market Commission (“CMVM”), the Insurance Supervisor (“ASF”) and the Bank of Portugal (“BdP”).

In 2025, M&A activity in Portugal demonstrated greater resilience, albeit with uneven performance across reporting periods.

Whilst in 2024, transaction activity amounted to approximately €9.5 billion, 2025 reflected a recovery in aggregate value with 655 transactions being recorded, with total mobilized capital of approximately €17.5 billion. This represents a 28% increase in aggregate value compared to 2024, despite a marginal 0.4% decrease in the number of transactions. The data suggests that while overall deal volume remained broadly stable, larger-value transactions drove the increase in mobilized capital.

From January to September alone, 440 transactions had been recorded with an aggregate value of approximately €6.9 billion, corresponding to a 6% decrease in deal count and a 30% decrease in value compared to the same period in 2024. Whereas during that period, Spain and the United States ranked among the leading inbound investors by number of transactions, for full-year 2025, Spain and France led inbound activity in terms of transaction count.

The sectoral composition of the market remained broadly consistent. Real estate continued to lead activity, with 105 transactions in 2025, reflecting sustained investor appetite for logistics, residential, and hospitality assets. During the same period, Internet, software, and IT services followed closely, with 79 transactions and a systematic presence among the most active sectors. Travel, hospitality and leisure recorded growth of approximately 30% in 2025, signaling post-pandemic recovery and renewed investor confidence in tourism-related assets.

Private equity and venture capital continued to play a central role in market dynamics. In 2025, 107 private equity transactions were recorded, mobilizing approximately €8.5 billion and representing a 33% increase in the number of operations compared to 2024. Venture capital activity included 134 funding rounds totaling around €830 million, with a slight decline in the number of rounds but still maintaining significant capital levels. In 2024, up to August, 37 private equity transactions (approximately €2 billion) and 74 venture capital rounds (approximately €529 million) had already been completed, evidencing a solid base of fund-driven activity in Portugal.

At the beginning of 2026, the market showed a more cautious start. In January 2026, 33 M&A transactions were recorded, with a total disclosed value of approximately €409 million. This corresponds to a 44% decrease in deal count and an 8% decrease in aggregate value compared to January 2025. It should be noted that only a minority of transactions disclosed financial terms, meaning the total mobilized capital may exceed reported figures. Likewise, private equity and venture capital activity slowed, with 7 private equity transactions (down 22% year-on-year) and 5 venture capital rounds (down 44% in number). Notwithstanding this softer start, acquisitions of specific assets increased by 105% in value, suggesting targeted interest in asset-focused opportunities.

Looking ahead to 2026, the market is expected to experience gradual growth supported by available private equity liquidity, ongoing sector consolidation, and European funding programs such as the Recovery and Resilience Plan (PRR) and Portugal 2030, which are likely to stimulate investment and, consequently, transactional activity.

Similar to previous years, Real Estate, Technology and Communications, Renewable Energies, and Travel, Hospitality & Leisure have remained among the most attractive sectors in Portugal’s M&A landscape. In 2025, Real Estate has continued to lead the market, with 105 transactions recorded. In fact, by the end of the third quarter of 2025, 74 transactions had already been completed, underscoring the sector’s continued prominence throughout the year. Activity has been supported by sustained international investor interest, tourism-related assets, logistics and warehousing developments, and selective repositioning of commercial and residential portfolios. This sustained activity reflects continued investor appetite for logistics, residential, commercial, and hospitality assets, particularly in prime urban centers such as Lisbon and Porto. Attractive yields, limited availability of premium assets, and strong foreign interest have reinforced the sector’s strategic relevance.

Technology and Communications, encompassing Internet, software, and IT services, has followed closely, with 79 transactions in 2025 and consistent prominence in sector rankings. The sector continues to benefit from Portugal’s expanding tech ecosystem, supported by innovation hubs in Lisbon and Porto and sustained interest from global strategic buyers and venture capital funds. Investors remain focused on SaaS, fintech, cybersecurity, and companies leveraging generative AI, reflecting the ongoing acceleration of corporate digitalization. Even so, despite its structural attractiveness, the sector has experienced some moderation in line with the broader slowdown in transaction volumes.

Renewable Energies have also strengthened their position, with increasing activity in wind, solar, and green hydrogen projects aligned with the objectives of the PRR and Portugal 2030 programs. The energy transition agenda continues to attract private equity investors and international utilities seeking long-term infrastructure opportunities, making the sector one of the most strategically relevant in the current cycle.

Travel, Hospitality and Leisure has gained renewed momentum, registering around 30% growth in the number of transactions in 2025 compared to the previous year. This performance reflects the strong rebound in international tourism, investments in boutique hotels and premium experiences, and consolidation moves by Iberian and French groups seeking to capitalize on record tourist flows and installed capacity.

Overall M&A activity remains influenced by macroeconomic pressures (specifically, the trajectory of interest rates and inflation), geopolitical uncertainty, and tighter financing conditions in terms of access to acquisition financing, leading to fluctuations in transaction volumes. This volatility was particularly visible not only in each quarter of 2025, but also in the moderation registered at the beginning of 2026.

Additionally, private equity – which played a significant role in recent Portuguese M&A activity – is expected to remain a key driver of transaction activity. Strong sponsor participation in 2025, particularly in terms of aggregate value, indicates continued availability of capital for deployment.

Looking into Portugal’s M&A landscape, its position as a leading tourist destination, the maturity of its technology ecosystem, and its commitment to the energy transition underpin sustained interest in hospitality assets, digital businesses, and renewable infrastructure. These factors contribute to the resilience and continued relevance of the most active sectors, even in a context of broader economic and international political uncertainty.

The acquisition of a publicly traded company is typically affected through a voluntary takeover bid or through a mandatory takeover bid, triggered by the statutory threshold, under the supervision of the CMVM. This process of acquisition is simpler due to amendments in the Securities Code from December 2021 (Law 99- A/2021). For example, the takeover bids regime is restricted to offers for the acquisition of shares and securities which grant the right to subscribe or acquire shares issued by companies which shares are admitted to trading on a regulated market in Portugal. Also, the takeover bid will now extinguish in six months (if administrative authorizations are required) or three months (if such authorizations are not required). Finally, pending the takeover bid, it is also foreseen that the trading of securities of the type that are targeted by the bid or that comprise the consideration outside a regulated market will be subject to CMVM’s prior authorization, releasing the target company from the obligation to issue a prior opinion to each application and allowing a greater celerity in the authorization process.

The information publicly available depends on whether the target is a private company or a listed entity. For private companies, corporate information registered with the Commercial Registry, such as name, share capital, registered office, taxpayer number, directors’ and statutory auditors’ identification, mergers and demergers, amendments to the articles of association and approved financial statements, are publicly available through the online publication of corporate acts on the Ministry of Justice website (Portal do Ministério da Justiça). If the target is a private limited liability company by quotas, the shareholders’ identity, any transfers and pledges over the quotas are also disclosed.

A potential acquirer may also obtain from the Commercial Registry extensive corporate information such as copies of the articles of association, deed of incorporation, minutes of shareholders’ and board of directors’ meetings and resolutions approving the financial statements.

Further to the above, information regarding ultimate beneficial owners must be filed with the Central Register of Beneficial Ownership (Registo Central do Beneficiário Efetivo). Although most information inserted in the Central Register of Beneficial Ownership could be accessible online – including target’s name, taxpayer number, country where the registered office is located, type of company, Economic Activity Code, registered address and e-mail – following the entry into force of Decree-Law no. 115/2025, access to the information filed is no longer unrestricted. Any third-party requesting access must demonstrate a “legitimate interest”, which must be specific, objectively verifiable, current and duly substantiated. Such legitimate interest is generally linked to anti-money laundering and counter-terrorist financing purposes, compliance obligations, the assessment of commercial relationships, or the safeguarding of the integrity and transparency of economic transactions. Moreover, all consultations of the Central Register of Beneficial Ownership are logged – including the identification of the applicant and the legitimate interest relied upon – and recorded for a period of five years. Accordingly, the Central Register of Beneficial Ownership has ceased to be a freely accessible database and its access now requires prior justification of the grounds invoked, thereby strengthening the confidentiality of beneficial ownership information.

The ownership of any patents, trademarks or designs can be found at the Portuguese Institute of Industrial Property website and World Intellectual Property Organization website. The registered domains can be found at the DNS.PT Association website.

Additionally, there are platforms such as Base Geral and Citius which within certain limitations may be used to confirm pending legal proceedings.

Also, it is possible to obtain information regarding real estate and vehicles ownership before the Real Estate Registry, Tax authorities and Registry and Notary Institute.

In companies with special disclosure obligations, such as listed companies, it will be possible to assess quarterly and yearly financial statements.

Under Portuguese legislation there is no general duty of information upon the seller. However, Portuguese legal doctrine has been interpreting articles 227 and 762(2) of the Portuguese Civil Code in the sense that sellers should act in good faith prior to the conclusion of the transaction and certain information should be disclosed. Also, all information disclosed should be correct, clear and true, otherwise, sellers may ultimately be held liable for damages.

The scope of this information duty depends on the specific contract to be concluded and the target’s structure and activity, the risk involved, amongst others. For instance, any obstacle that may prevent the transaction from being concluded should be communicated, as well as any circumstances that may affect the profitability of the target in the long term or any other circumstances deemed essential in the buyer’s decision of acquiring the target.

Also, seller and buyer can enter into several preparatory agreements in which they foresee and address this duty of information such as NDAs, letters of intent or MoUs.

Usually, legal due diligence is a part of any transaction and covers the following areas: corporate, commercial, insurance, labor, tax, real property, regulatory, licensing, environment, litigation, data privacy and intellectual property. Other aspects may be covered considering the specificities of the parties involved or the scope of the transaction.

Due diligence processes have continuously expanded to include environmental, social, and governance (ESG) factors, reflecting the growing importance of assessing whether a target company aligns with sustainability goals and global environmental objectives due to the development of the European framework on these matters. In particular, the Corporate Sustainability Reporting Directive (CSRD)1 mandates that companies disclose detailed information on their ESG practices, ensuring transparency regarding environmental impact, social responsibility, and governance standards. Additionally, the EU Taxonomy Regulation establishes criteria for determining whether an activity is environmentally sustainable.

In limited liability LDA companies, shareholders take part in the negotiation, and the acquisition operation needs shareholders’ approval. Asset deals typically will also require the approval of the shareholders.

In joint stock corporations, the management has a more important role, also in the negotiations, but shareholders’ approval remains necessary.

Mergers, demergers and other reorganizations, spin-offs or transformations require the approval of shareholders. Asset deals may also require shareholders’ approval depending on the size and nature of the assets and the impact of their disposal in the company or provisions in the by/laws requiring their intervention.

According to article 64 of the Portuguese Companies Code – which foresees the commonly known “duty of care” – directors are required to act with diligence in an orderly manner while discharging their duties.

Moreover, directors must observe a duty of loyalty, in the company’s interest, taking into account the long-term interests of the shareholders and weighing up the interests of other subjects relevant to the company’s sustainability, such as its employees, clients and creditors. This particular duty also comprehends non facere duties, which include, among others, the prohibition to disclose corporate secrets, taking advantage of business opportunities for one’s own benefit and compete with the company.

Directors may be held liable for damages caused by the breach any of their duties, pursuant to article 72 of the same Code.

Regarding controlling shareholders, there is no similar legal provision, but it has been argued by some Portuguese scholars that they also have loyalty duties, which means that they should not cause damages to the company and are obliged to pursue the company’s social interest.

In the case of mergers and demergers, the Portuguese Companies Code obliges the management to register and make public the project of merger or demerger and for at least 30 days from publication, employees or their representatives may analyze it and present an opinion and it may be challenged by creditors.

In what regards cross-border mergers and demergers, as of 4 January 2024 , the Board of Directors is obliged to present a report aimed to the shareholders and employees of the company setting out the legal and economic grounds for the cross-border operation.

The above-mentioned report shall have an explanation on whether there would be any material change to the employment conditions laid down by law, collective agreements or to transnational company agreements.

According to article 286 of the Portuguese Labour Code, employees and their representatives should be informed on the date and reasons for the transfer, its legal, economic and social consequences for employees and the projected measures in relation to them, as well as the content of the contract between seller and buyer.

Additionally, the existing representatives of the respective employees should be consulted, prior to the transfer, with a view to reaching an agreement on the measures intended to be applied to employees following the transfer.

In private M&A deals, it is frequent that completion of the share deals are subject to conditions precedent, for instance, when an authorization from a regulatory authority is needed of fulfillment of conditions precedent.

It is also not unusual to foresee specific material adverse change clauses (a general principle of law foreseen in the Portuguese Civil Code and which may be argued even in the absence of specific provisions on the subject), bring-down certificates regarding representations and warranties, and the execution of ancillary agreements, for example.

In private deals, parties are free to agree on exclusivity. The acquirer often obtains exclusivity in the letter of intent, which prevents the seller during a certain period of time from engaging in negotiations with other potentially interested entities. Break out and penalty clause may be foreseen to justify and harden the exclusivity. A court may reduce a contractual penalty, should it be considered excessive.

The potential acquirers frequently enter preliminary contracts such as an MoU, including confidentiality undertakings, guaranteeing the exclusivity of the negotiations when allowed, and/or imposing penalties in case of abandoning of the negotiations (break-up fees).

Also, according to article 227 of the Portuguese Civil Code, if the seller unjustifiably breaks off the negotiations, the potential acquirer under certain conditions could be entitled to compensation claims based on culpa in contrahendo (violation of pre-contractual obligations).

The most common payment consideration is cash payment via wire transfers. However, it is not unusual to find other forms of payment such as assets delivery, issuance of convertible bonds, etc.

Acquirers often seek to have a part of the purchase price in escrow as security for potential claims of the buyer.

Also, earn-out clauses have become more frequent by which a part of the purchase price is only paid out post-closing, if certain milestones are achieved over a defined time period.

Public disclosure obligations in Portugal arise primarily in the context of listed companies and are governed by the Portuguese Securities Code, under the supervision of the CMVM. In private limited companies any transfer of quotas is subject to registration and will consequently be made public. In joint stock companies, transfers of shares are not subject to public registration, only communication to the company and tax administration is necessary. If any transfer of quotas or shares leads to the change of the UBO, it will be necessary to update the UBO Registry.

Under the Portuguese Securities Code, a shareholder that reaches or exceeds a participation of 5%, 10%, 15%, 20%, 25%, 1/3, 1/5, 2/3 and 90% of the voting rights of a company issuer of shares admitted to trading on a regulated market and that reduces its holding below any of these thresholds, has to communicate that fact to the target company and to the CMVM, within four trading days after the occurrence of the fact or of its knowledge.

Further to this, transactions meeting certain thresholds (both with regards to annual turnover of the involved companies and/or with regards to market shares) must be mandatorily notified before the AdC, under Law 19/2012. More than public disclosure, the implementation of the transaction stays on hold until the AdC: (i) gives its non-opposition decision or (ii) proposes amendments or changes to the intended transaction which will make it less likely to create significant obstacles to effective competition on the market. Mandatory notification before the European Commission may also be triggered if the substantial thresholds are met, as set forth in Regulation no. 139/2004.

Besides, Decree-Law 138/2014 currently determines that investments made in strategic sectors have to be notified to the Council of Ministers that, within 30 days after the acquisition, can oppose its execution. Moreover, and within the current trend for foreign investment screening, the Foreign Subsidies Regulation – Regulation 2022/2560 – requires that large investments from companies benefiting from State support from non-EU countries have, when the thresholds are met, must be notified to the European Commission.

In share or asset deals, the operation is disclosed when the operation is completed or prior to completion when the intervention of a regulatory authority is required or when the registration of the operation is mandatory.

In the case of all mergers or demergers (national and cross-border), the registration of the project of merger or demerger before the Commercial Registry is mandatory, therefore, it is made public before its completion.

In the case of public takeover bids, it is mandatory to disclose the offer when launched.

There are no maximum time limit, which nonetheless is usually agreed.

The takeover bid will extinguish in six months (if administrative authorizations are required) or three months (if such authorizations are not required). In this way, an excessive extension of the situation of uncertainty generated by the bid after its preliminary announcement is prevented.

There is no maximum period set by law between the announcement and completion of an M&A transaction in Portugal.

The time can vary widely depending on factors such as the complexity of the transaction, the need for regulatory approvals (for example, by the AdC), the due diligence phase and other contractual elements.

As a rule the acquisition price may be freely agreed.

As to the acquisition of shares in listed stock corporations, mandatory offers – and voluntary offers aimed at acquiring control – are subject to mandatory regulations regarding price.

Under article 322 of the Portuguese Companies Code, target companies are prohibited from financing or providing assistance in the financing of the acquisition of their own shares. Target companies cannot supply funds or issue guarantees on behalf of a third party so that it may purchase shares representing its share capital. Under this rule it has been considered that target companies cannot provide financial assistance to the acquirers of its shares, except in limited situations.

Transactions involving Portuguese companies are usually governed by Portuguese law and competent courts will usually be Portuguese. Arbitration clauses often specify foreign chambers specially the ICC and that the arbitration court will meet outside Portugal.

The buyer shall prepare a preliminary announcement of the bid, a bid announcement and a prospectus.

In the case of private limited companies, the document should be a written agreement and the transfer is subject to registration before the Commercial Registry. As a rule, the transaction is subject to prior approval by the company.

From a tax perspective, we note that:

a) As a rule, the transfer of a company, including the transfer of shares in public limited companies, is not subject to transfer taxes unless the following conditions are met: (i) the assets of the company consist in more than 50% of real estate located in Portugal; (ii) such real estate is not directly allocated to a commercial, industrial or agricultural activity (except resale); and (iii) by virtue of such acquisition one of the shareholders becomes the owner of at least 75% of the share capital (or the number of shareholders is reduced to two married persons or in a non marital partnership);

b) Further to the above, the transfer of a company may trigger capital gains (and the respective tax reporting obligations) at the level of the shareholder (possibly taxed under income tax rules depending on whether the shareholder is an individual or company, resident or non-resident and, if non-resident, a domestic exemption or a DTT may apply;

c) The transfer of a joint stock company carried out via a private agreement (i.e., not concluded before a notary) must also be reported to the Tax Authorities within 30 days after the transfer both by the acquirer and seller (according to the Tax Authorities, this obligation is waived for non-resident entities, provided that the transfer is exempt from tax under Portuguese law).

The transfer of shares in public limited companies is achieved by title endorsement or notice to the entity in charge of the title account in the case the shares are in a book entry form and communication to the company so as to update the shares registry book.

A transfer of shares may also cause the beneficial owner(s) of a company to change and, as such, it will be required to update the information in the Central Register of Beneficial Owners.

No, they are not common. Records and experience show that most hostile acquisitions were not successful.

Directors are not truly protected against hostile approaches, only the company and the shareholders. Hostile takeovers are contractual proposals towards the target´s shareholders, therefore, only they can take a decision about it.

In fact, once the target’s management becomes aware of the decision to launch a public offering over 1/3 of the securities of the respective class, and until the outcome is determined or the respective process is terminated at an earlier time, the management may not carry out any acts susceptible of significantly changing the net worth of the company outside the normal management of the company and which may significantly affect the objectives announced by the offeror.

A compulsory offer has to be made by those to which are attributed 1/3 or more than 1/2 of the voting rights in the case of listed companies.

As a rule, all shareholders, including minority ones, have some rights, such as the right to take part in the shareholders meetings. Depending on the stake they hold they may have the right to consult certain documentation of the company and include items in the agenda of shareholders meetings.

The company’s articles of association may provide that a minority of shareholders with more than 10% of the registered capital who voted against the winning proposal in the election of directors of a joint stock company has the right to appoint at least one director.

At the request of shareholders holding shares of at least 1/10 of the share capital, submitted within 30 days of the shareholders meeting that elected the members of the board of directors and the supervisory board, the court may appoint an additional effective member and one alternate member of the supervisory board, provided that the requesting shareholders have voted against the winning proposals and had their vote recorded in the minutes.

Under the Portuguese Companies Code, a company which by itself or jointly with other companies or persons hold(s) at least 90 % of the shares of another company may within the period of six months after reaching such threshold make an offer to acquire the holdings of the remaining shareholders, for a consideration in cash or shares or other values/assets. The value has to be justified by a report prepared by a certified accountant independent of the companies involved, which will be deposited in the Commercial Registry and made available to interested parties at the headquarters of the two companies.