Firm Profile > Raposo Bernardo > Lisbon, Portugal
Raposo Bernardo Offices
AV. FONTES PEREIRA DE MELO
EDIFÍCIO AVIZ, N.35, 18TH FLOOR
Raposo Bernardo > The Legal 500 Rankings
Projects and project finance Tier 2Raposo Bernardo is regularly engaged on infrastructure, energy, transport, travel, leisure, mining and engineering projects. It is adept at handling project finance instructions, where it acts for lender and borrower clients, and also handles contractual issues and PPP projects. Nelson Raposo Bernardo and Joana Andrade Correia are the key contacts.
Transport Tier 2Raposo Bernardo's transportation practice handles a range of shipping and aviation-sector mandates and stands out for its 'strong industry knowledge'. In aviation, the team is instructed by several airlines on regulatory, insurance, employment, finance and dispute resolution mandates. In shipping, it boasts a strong following in the cruise sector, where it acts for a number of leading industry players on a range of matters such as insurance, cargo claims, finance, employment, regulatory, sales, purchases and contractual issues, as well as dispute resolution. The maritime insurance sector is also a key pillar of the practice. Júlio Martins Júnior and Joana Andrade Correia are names to note. Sofia Ferreira Enriquez moved to FCB Sociedade de Advogados.
‘It knows the aviation industry like no other law firm and the lawyers are very professional, always attentive and can explain everything very easily.‘
‘It differs from other law firms as it has invested more in getting to know our industry, which then facilitates communication and enables it to provide in-depth and rigorous legal advice.‘
‘Strong industry knowledge.‘
‘Júlio Martins Júnior is a very talented, very objective lawyer who never fails.‘
‘Joana Andrade Correia brings the sophistication and experience of larger international operations.‘
‘In the area of privacy and data protection, Raposo Bernardo demonstrates enormous professionalism and unsurpassed quality. The team was spectacular in the support they gave us in auditing our systems, in identifying correction or improvement points and in defining procedures and rules.‘
‘Raposo Bernardo always meets deadlines and has the ability to innovate on unprecedented topics.‘
‘Raposo Bernardo is very well positioned for legal advice in the area of privacy and protection of personal data. The team provided in-depth analysis of everything that was at stake for each department, assisting in the creation of a very complete compliance programme.‘
‘Nelson Raposo Bernardo has keen judgement. Joana Andrade Correia looks at matters with a different and innovative perspective.‘
‘Nelson Bernardo is a brilliant lawyer, who is very focused on the client and their industry, and knowledgeable in various areas of law.‘
‘Joana Andrade Correia is a very professional lawyer, bold in the proposals she suggests, very experienced and very practical in solutions.‘
‘Joana Andrade Correia had an excellent intervention in coordinating all the lawyers who performed the audit, the reports, and the procedures.‘
‘Nelson Raposo Bernardo has cross-sectional experience in all areas, having the ability to explain the breadth of concepts and why you need to apply the regulation effectively.‘
‘Joana Correia has thorough knowledge of the regulation and related legislation, and is an excellent team coordinator.‘
Energy and natural resources Tier 3Raposo Bernardo's energy and natural resources team is retained by clients operating in the construction, industrial engineering, mining and metals, energy and financial services sectors, among others. The department is equipped to advise on restructuring matters related to energy projects, transactional work as well as licencing issues, notably in the renewable energy field. Nelson Raposo Bernardo, whose expertise includes M&A and project finance, oversees the practice alongside Joana Andrade Correia.
‘Raposo Bernardo fields a team of dedicated lawyers who always display the same enthusiasm and fantastic attitude in each deal. Lawyers are knowledgeable of the energy sector and national and European legislation.‘
‘The team is very responsive, proactive and prepared to support any project globally. Lawyers are ethical, well respected and know the ins and outs of the renewable energy and project sector.‘
‘Nelson Raposo Bernardo has great leadership capability and is one of the attorneys who best knows energy regulation. He is permanently focused on solving problems and presenting solutions. He is also a very modern and innovative lawyer with superior intelligence and fantastic reasoning, with a great work ability.‘
‘Joana Andrade Correia also deserves a word of praise for her ability to manage an energy project, whatever its size.‘
‘Filomena Gonçalves and Carolina Silva are efficient and available.‘
Banking and finance Tier 4Raposo Bernardo's team handles a broad range of banking and finance matters, but particularly excels in acquisition, aircraft and real estate financing, revolving credit transactions as well as refinancing and debt restructuring. The practice is led by managing partner Nelson Raposo Bernardo, who has a deep knowledge of project finance, private equity and sector-related regulatory issues. Co-head Joana Andrade Correia brings to the table her extensive expertise in corporate restructuring and M&A matters.
Capital markets Tier 4Raposo Bernardo fields a capital markets team that is well versed in both debt and equity transactions. Managing partner Nelson Raposo Bernardo heads the department, which has experience advising on bond and note issuances, secondary offerings as well as private placements. The practice also handles structured finance, cross-border matters, asset-backed securities and securitisation issues.
‘The firm offers practical solutions to cross-border problems.’
‘Highly diversified and specialised lawyers who are very skilled and effective. The team is organised in a way that ensures each matter is exclusively dealt with by the lawyers that have specialised in the relevant field.’
‘Lawyers are always accessible and keen to assist.’
Employment Tier 4Raposo Bernardo undertakes both employment litigation and advises companies from a range of sectors on related compliance matters. Ana Cláudia Rangel leads the department, which demonstrates experience across collective agreements, outsourcing, business transfers, disciplinary procedures and collective dismissals, among other areas.
‘Raposo Bernardo is excellent, both in day-to-day advisory, disciplinary proceedings and labour litigation. It has a very experienced and available labour team.‘
‘A helpful team whose results always exceed my expectations.‘
‘All the lawyers are technically very good and always available. In addition, they are very knowledgeable about our industry and the most pressing needs of the company.‘
‘Our company has been working with this firm for decades and the best compliment I can make is that we have changed business partners in all areas except in the area of legal advice.‘
‘Lawyers have the ability to find a solution to all the questions which are posed to them and to this day they have always managed to win all employment disputes on our behalf.‘
‘The team not only knows the laws, it also knows how to deal with people and the problems of business life.‘
‘Ana Cláudia Rangel has great technical knowledge, is dedicated, helpful, humble, firm and rigorous in the analyses she makes. Over the years we have had very complex issues in the workplace and the results have always been excellent.‘
‘Ana Cláudia Rangel is an intelligent and keen lawyer in both problem solving and prevention.‘
‘Besides being a partner who knows everything there is to know about employment issues, Ana Cláudia Rangel is very dynamic and proactive. She is a lawyer with a lot of experience in negotiating collective bargaining.‘
EU and competition Tier 4Raposo Bernardo has strong expertise acting for clients operating in the pharmaceutical, healthcare, construction, tourism and leisure industries. Compliance, competition regulation, EU directives, abuse of dominant position and processes before the PCA are some of the team's core areas of activity. Mafalda Contumélias Batista is the main contact. Sofia Ferreira Enriquez joined FCB Sociedade de Advogados.
‘Raposo Bernardo & Associados provides the highest quality services. The team maintains close relationships with clients, providing clear advice. It has international experience which is noted in the kind of legal services it offers.‘
‘The quality of Raposo Bernardo & Associados’ services is beyond reproach. Lawyers are always up to date with legislation; they are practical and address problems efficiently.‘
Insolvency and restructuring Tier 4Raposo Bernardo is instructed by leading distribution, retail, construction, pharmaceutical, healthcare, transport and tourism sector clients, as well as investment funds, on a range of complex restructuring and insolvency matters. Ana Cláudia Rangel and the team have a strong track record in cross-border mandates.
Intellectual property Tier 4Raposo Bernardo advises domestic and international clients on a variety of IP matters, including patents and trade marks, protection of brand design, copyright, trade secrets and unfair competition. Serena Argente and Maria Sirec are key contacts. Sónia das Neves Serafim left the firm.
‘It is a unique firm for its efficiency and effectiveness. Lawyers get fast and excellent results. The team knows what we need, what we value most, what we project for the future, and thus give us more efficient and effective advice.‘
‘At Raposo Bernardo & Associados I always have a partner who deals with my affairs and follows everything that goes on. Lawyers are very well educated and have a great professional ethic; they preserve secrecy.‘
Public law Tier 4Raposo Bernardo handles matters related to public procurement, negotiation of public contracts, regulatory issues as well as litigation and arbitration. Leading the department is Manuel Esteves Albuquerque, whose experience covers cross-border matters.
‘Raposo Bernardo & Associados treats every issue as if it were the only and most important issue in the world. They are tireless in getting the best result for their clients.‘
‘Manuel Esteves de Albuquerque and his team were amazing in all the support they gave our company. Manuel is very patient, persistent and has great presence in court.‘
Real estate and construction Tier 4Raposo Bernardo handles a range of real estate transactional work, including property acquisitions, financing matters, as well as project development and litigation, among others. The real estate and construction department is led by Manuel Esteves Albuquerque, who also demonstrates experience in the structuring of investment vehicles.
‘The quality of the legal support that Raposo Bernardo & Associados provides is top notch. It stands out for its legal rigor, attention to detail, extensive experience, and the value added to our business.‘
‘Raposo Bernardo & Associados gives us absolute assurance of top legal advice.‘
‘Manuel Albuquerque is experienced, persistent, dedicated and has a strong mastery of commercial leasing practices.‘
‘Manuel Esteves de Albuquerque is a partner at Raposo Bernardo & Associados and a highly regarded lawyer, very experienced in real estate and construction, knowledgeable of the sector, and shows great availability and work capacity.‘
TMT Tier 4Raposo Bernardo is adept at assisting Portuguese IT companies in a range of matters, including the EU funding legal framework in the context of investment and internationalisation strategies. The department is also well versed in dealing with regulatory issues pertaining to the TMT sector. Mafalda Contumélias Batista and Maria Sirec are names to note. Sónia das Neves Serafim left the firm.
‘Raposo Bernardo & Associados is one of the best Portuguese law firms for legal work in TMT, especially telecommunications and technologies. Apart from the deep knowledge of the sector and spectacular results, its commitment to the client’s cause is impressive.‘
‘The team provides an excellent service based on transparency, always striving to achieve good results.‘
Dispute resolution Tier 5Raposo Bernardo has extensive experience in both litigation and alternative dispute resolution, including arbitration. Clients regularly seek the team's assistance in corporate and shareholder litigation as well as disputes in the oil and gas, energy, banking and real estate sectors, among others. The team is led by Ana Cláudia Rangel, who has expertise in insolvency proceedings, arbitration and civil procedural law.
Tax Tier 5The tax team at Raposo Bernardo has a 'global view of affairs, can relate a subject and foresee situations for the future' and is experienced across complex contentious and non-contentious issues. Corporate tax is a key focus and the team is active across the aviation, energy, infrastructure, banking, finance, insurance, pharmaceuticals, oil and gas and sports sectors. Carlos Santiago is a name to note.
‘Lawyers are fully available, every time, providing sharp advice in good time.‘
‘Carlos Santiago is a lawyer with a high work capacity.‘
‘It is extremely careful to construct scenarios with the proper explanations regarding the fiscal impact. Another feature that I highlight is that it knows our industry very well, which is critical. I highly recommend it for any job that involves tax advice, regardless of the size of the project.‘
‘Carlos Santiago has the necessary experience and high knowledge to advise in every circumstance of a tax matter, which, I should add, are very complex.‘
‘It has large, multi-disciplinary business support teams, with tremendous quality lawyers.‘
‘It is very transparent and communicative about what it is doing.‘
‘Carlos Santiago is the tax expert we most trust for his great know-how in Portuguese and European tax law. He is very attentive, explains all the alternatives very well, knows how to find the best solutions, is very responsible and is interested in knowing our sector, which is very specific.‘
‘Has a global view of affairs, can relate a subject and foresee situations for the future.‘
‘The service it offers is of a technical quality that is at the highest level, covering every possible detail and scenario.’
Angola > Foreign firms Tier 1'Very modern' firm Raposo Bernardo is noted for its 'vast geographic reach in African Portuguese-speaking countries'. It has an impressive banking and finance practice, where it acts for leading international banks. Outside of the financial services space, the team is well versed in the oil and gas and aviation sectors, among others. Ana Cláudia Rangel and Nelson Raposo Bernardo are key names.
‘Raposo Bernardo’s vast geographic reach in African Portuguese-speaking countries serves our global needs, while the firm’s strong local practices ensure close ties with us where necessary.’
‘For important and complex operations, Raposo Bernardo is the best. The team is very modern and presents flawless technical skills.‘
‘Raposo Bernardo is clearly distinct; the firm is very dynamic and offers an innovative approach.‘
‘They are very cohesive and always up to date with the status of matters.‘
‘We need solutions, and that’s what they deliver, quickly and efficiently.‘
‘Ana Cláudia Rangel is very experienced and totally comfortable with our business. She always presents the best solutions and is always available.‘
‘Nelson Raposo Bernardo is our trusted lawyer in all times. He is a true expert and always shows confidence. He is always capable of coming up with a solution, no matter how complex the issue.‘
‘Ana Cláudia Rangel is a very experienced lawyer in Angola; very quick and efficient, and focused on results.‘
‘I highlight Nelson Bernardo for his technical competence, mastery of the legal framework of the markets, and for his know-how.‘
‘Joana Correia is very strong in the legislation of each country, and in comparative law.‘
‘There is no other law firm like Raposo Bernardo. Its local expertise and longstanding representation of international clients and investors is undeniable, and allows it to provide confident and value-adding advice.‘
‘Raposo Bernardo always maintains a strong focus on the client communication and we feel that every day. The firm should be proud of its high legal and ethical standards of excellence.‘
‘Raposo Bernardo’s Mozambique team has almost unrivalled expertise in the country’s key sectors, including the oil and gas, natural resources and metals industries.‘
‘Joana Andrade Correia is one of the best lawyers I know. There is no other like her.‘
Raposo Bernardo > Firm Profile
Raposo Bernardo is a full service law firm recognized by its ability to combine the strength of the advocacy tradition with the most modern and advanced technology with the aim of providing the greatest benefit to our Clients.
We believe that in order to provide top level legal support it is essential that our teams of lawyers, in addition to high technical skills, and an in-depth knowledge and understanding of our Clients’ activities and projects have as well as a sharp sensitivity to their specific way of conducting business.
The cooperation culture existing between all members of our teams is the same cooperation culture we maintain with our Clients. This spirit of collaboration and closeness makes it possible to create strong and trusting relationships, and thus achieve the best outcome. It is also with that purpose in mind that we specialize in the matters, projects and in the specific activities of each one of our Clients. Because each one of them reveals its specificities and only a focused support tailored to the needs of each Client allows us to offer all the best services.
We are aware of the Clients’ needs and what they value most. We do everything in order to exceed their best expectations. That is why we differentiate by making available specific and individualized solutions thus guaranteeing that Clients can gain the best benefit from our services. That being the case we make some important commitments such as each Client having more than one partner coordinating their issues or the guarantee of maintaining the same team during the execution of a project without rotations and changes that could harm the continuity and execution of the works. We also know that our Clients like to benefit from our services in different jurisdictions. That is why we have put in place a very advantageous system allowing benefiting of the conditions practiced in the jurisdiction with the lower values, independently of the jurisdiction in which the Client requests our services.
We keep a permanent and intense internal training and refresher training activity which we believe is essential so that our teams are always at the forefront of the most advanced and sophisticated practices in the international legal market.
With full independence we keep working relations with law firms all over the world, being totally available to partnership for providing services to the benefit of our Clients’ projects.
After more than 25 years we renew our commitment to combine experience and tradition with innovation, modernity and sophistication through pragmatic advice that adds value to our Clients, always maintaining the same ability to respond fast and rigorously and a culture of full availability and cooperation.
Focus in tailor-made service
For our firm the Client is at the heart of our work. To achieve the Clients’ satisfaction when dealing with its matters is one of our main objectives. To exceed its best expectations is one of our main goals. That is why we maintain a very close relationship with all our Clients and try to know in detail their activity and the market in which they act.
Quality and rigour in the services provided
We provide our Clients top quality services and for that purpose we work with the utmost rigour. The results provided to our Clients are the best indicator. We are fully aware that the speed in the answer is essential and we are used to work under time pressure and to anticipate the agreed deadlines.
Innovation to the benefit of the Clients
Apart from the tradition we are proud of, we seek for the most innovating procedures and solutions to the benefit of the Client. For such purpose we permanently invest in training and in technology in order to increase the efficiency of our services.
All our procedures, practices and culture are based in transparency and ethics. An ethical attitude and behaviour is essential in order to meet the Clients’ expectations and to ensure the quality of our services. This same ethics is always present in the relationship with our colleagues and the market in general.
We provide specialized services in all areas of law to all the industry sectors. We also provide services for several other jurisdictions, especially for Portuguese-speaking African countries, either through our network of local partners or our specialized desks.
Diversity and Inclusion
We provide legal services with pleasure and for pleasure. We can´t be any different. That is why we need a well-being environment that is at the same time stimulating and non-discriminating. We are a law firm exempt of any type of discrimination. Nevertheless we develop programs and initiatives promoting diversity and inclusion.
Social Responsibility and Pro bono
We are strongly committed to our social environment. We are aware that everyone will benefit if we have a positive social environment. That is why we do everything within our means in sharing part of what we receive from the community and try to involve ourselves in pro bono and social responsibility activities.
|Managing Partner||Nelson Raposo Bernardoemail@example.com||+351 213 121 330|
|Ms Joana Andrade Correia||Senior Associate, Co-head of the Corporate law and M&A department, specialized in…||View Profile|
|Mr Manuel Esteves Albuquerque||Senior associate||View Profile|
|Ana Cláudia Rangel||Head of the Litigation and Arbitration Department, specialized in civil procedural law,…||View Profile|
|Mr Nelson Raposo Bernardo||Global managing partner of Raposo Bernardo; head of Banking and Finance; head…||View Profile|
LanguagesEnglish French German Italian Polish Portugese Spanish
Doing Business In
Portugal is an open economy, particularly dependent on exports and tourism.
Due to this fact, the pandemic of COVID 19 had a strong impact on the country’s business climate and negatively affected, as in practically the whole world, the economic growth.
It would not be wrong to say that the pandemic and its consequences were the fact with the greatest impact on the way business activity is conducted in Portugal.
This was due to the restrictions imposed by the successive states of emergency that were decreed, among which we highlight the compulsory closure of several economic activities, the imposition of compulsory teleworking in the sectors of activity where this was possible and the restrictions on both internal and external movement.
Despite these constraints, there were sectors that demonstrated notable resilience, of which the construction sector stands out, with activity levels remaining practically unchanged.
If the country’s openness may have been negative during the Pandemic, our belief is it will be one of the main advantages in times of normality.
Being part of the European Union, Portugal is a country with a stable regulatory framework, aligned with the best international practices, particularly open to foreign investment and friendly and welcoming to foreigners in general. Portugal also has a strategic geography to enter Europe and access its important market, an exceptional climate along the year, enabling a top ranked tourism industry and related services very well combined with a much-appreciated gastronomy. These are strong arguments favorable to attracting foreign investment.
The country has high-profile entities and structures in place aimed at supporting and attracting investment, to seize, follow up and capitalize on these opportunities, headed by AICEP, the entity whose responsibilities include promoting the internationalization of Portuguese companies and supporting their export activity, attracting foreign investment, and promoting Portugal’s image. Besides this, there are several entities and organizations of sectorial, regional and local scope, which may also provide important support to those wishing to invest in a specific sector or activity.
Furthermore, in certain regions there are also entities specialized in supporting the incorporation of new companies and businesses – business incubators. The way in which these entities have been carrying out their role has been particularly appreciated by investors who seek for sustainable and long-term activities, which has been determinant for the installation in the country of many start-ups of a technological matrix and BPO services.
The extraordinary professional qualifications of Portuguese staff, internationally recognized, and the ease of expression in foreign languages, are also an attractive factor for the country.
The fact is the way to make an investment in Portugal is not substantially different from the way to make an investment in any other European Union country or in any other Western economy. However, despite the countless similarities, there are particularities of various kinds, legal, cultural, bureaucratic, etc., which make it advisable for any project to be considered and executed with the support of local consultants, namely with the support of local lawyers, as the way to mitigate (legal) risks that any investment project entails.
As a member country of the EU, Portugal adopted the Euro, a strong and most stable currency in relation to others.
In the last 6 years, except for 2017, the inflation rate has always been below 1%, and in 2020 the rate was practically zero, as a direct result of the Pandemic.
Traditionally, the main sectors of activity are construction, tourism & hospitality, and industry.
The industrial sector has a strong export component, based on ancient and best consolidated textile and footwear and the paper pulp industries, along with the high specialized automobile and metalworking standing out.
Particularly in the last decade, the services sector has been assuming a growing role in the economy. Portugal has been chosen as the preferred location for service provision centers (BPO) by numerous entities and has hosted and supported numerous projects in this sector of activity.
The agricultural sector has also been experiencing a new boost, with the production and export of fruit and vegetables, olive oil, with equal emphasis on the wine industry, highly appreciated and internationally accredited. Portugal is also one of the main producers of cork and cork-related products.
Current opportunities & future prospects
Portuguese mergers and acquisitions continue to be heavily driven by foreign investment which last year represented 90.2% of the value of Portuguese transactions and 69.9% in terms of volume.
Cross-border transactions, according to the most recent TTR report, totaled 55 transactions involving foreign companies in the acquisition of Portuguese companies, in the first half of the year, representing a 41.5% reduction compared to the first half of the previous year, already resulting from the COVID-19 pandemic.
And surprisingly, the annual value of M&A transactions in Portugal this year is the highest since 2014 and represents a rise of 8.3% on the total transacted throughout 2019, by having reached around €7bn.
Naturally, the M&A market has been obviously affected by the COVID-19 pandemic. Notwithstanding some deals that were already started in 2019 in sectors such as media or energy (fuel distribution) have been concluded in 2020.
It is foreseeable that the progressive return to normality will lead to an increase in M&A activity both in the number of operation and amounts involved considering the increasing number of opportunities that may arise as a direct consequence of the pandemic.
It is true that one of the main consequences of the pandemic was the decapitalization of companies.
There are therefore many companies, in the most diverse sectors of activity, that would be willing to welcome investment projects that would allow them to reinforce their equity capital.
This is certainly why, even during the pandemic, international funds, private equity houses, family offices, as well as other institutional and private investors, have been consulting us on various investment opportunities and the legal regime applicable to their implementation.
Investment projects and opportunities exist in both the M&A and real estate markets.
Important real estate investment projects have been announced, not only in the main cities, such as Lisbon and Porto, or in the main tourism destinations, such as the Algarve, but also throughout the country, in locations where attractive investment opportunities had not yet been discovered. Also, the origin of the investors is the most differentiated, as India, Brazil, France, the UK, Nordic countries, Israel, among others, have invested in the Portuguese real estate market, which has been considered by numerous sources as one of the most promising in Europe.
The growing number of foreign citizens, many of whom are retired, who have chosen the country as their place of residence, as result of the incentives granted to those who wish to invest or live in Portugal, has not only been an important factor in stimulating the property market, but has also favored the creation of companies in sectors such as hospitality, expatriate services, health services and domestic care.
When talking about investment prospects, it is not possible to forget that the economic recovery measures announced and supported by the EU will certainly create investment opportunities in the infrastructure and construction sectors.
Although the crisis in aviation may have some impact on the already announced construction of the new Lisbon airport, it is certain that investment in the railway network has already been announced as a priority, to improve domestic and international train traffic, and the continued development of port terminals, so that Portugal can continue to exploit the attractions of its cruise ship terminals.
The crisis caused by the pandemic may also provoke a consolidation movement of banks or other financial institutions.
Government support for renewable energy production and the success of the latest auctions of solar energy production capacity may also create investment opportunities in this sector. We cannot forget that the energy sector is essential in the process of decarbonization of the economy and that, in this aspect, Portugal has achieved very important results, such as the consecutive days in which the country only uses energy from renewable sources, with 51% of the energy consumed in the country being from renewable sources in 2019.
Speaking of the energy issue, it is also not possible to forget the country’s bet on electric mobility, a sector that should also be on the radar.
It has been reported by different entities that several international investors, especially investment funds, have been contacting them with the aim of finding real estate assets, such as hotels, office buildings, etc., or companies in which to invest, promoting their renovation or restructuring, to put them in a better competitive situation and promote their sale in the future.
The pandemic may also have created the opportunity sought by sectors such as health, technology, and education, to promote their visibility and attractiveness for foreign investment.
As we have already mentioned, Portugal has been considered a good ecosystem for the creation of new projects, especially technological ones. The living conditions enjoyed in the country, especially in large cities a few kilometers from the coast and beaches, have attracted new generations of entrepreneurs, who have decided to set up their companies here.
The response to the needs of these new projects and of those who work in them has also created opportunities for investment, of greater or lesser scale, in the most varied sectors of activity.
Portugal, with its nearly 10 million inhabitants, is not a large market, but we must not forget that its market is the European Union and that it has privileged relationships with several other markets, namely at Africa. Therefore, it may also be a good platform for marketing products online, a trend that has been assuming an increasingly relevant role during the pandemic and that will most certainly continue in the future.
Portugal belongs to the so-called Civil Law legal family.
The administration of justice is the responsibility of the courts, which are independent and decide exclusively based on the law. Their decisions are binding on both private and public entities and prevail over any administrative decision.
Apart from the special jurisdictions, there are two essential jurisdictions: Judicial or Common Courts Jurisdiction and Administrative Jurisdiction. The common jurisdiction includes courts with special competence, such as the Labor Courts.
The courts are organized in several instances, and the decisions of lower courts can be appealed to higher courts, as provided by law.
Final and binding administrative decisions are subject to judicial impugnation.
It is important to bear in mind that many activities are subject to supervision by regulatory or supervisory entities, for example the Securities Market Commission, the Competition Authority, the Energy Services Regulatory Entity, etc. The decisions of these entities can also be appealed in court.
As a member state of the European Union, the rules of European law also apply in Portugal.
Regarding the courts and administration of justice, investors should bear in mind that the resolution of cases is not always swift, especially if there are appeals to higher courts. However, the government has been trying to resolve this situation, which has improved significantly in recent years.
The delay in the judicial resolution of disputes has been an important incentive for the increasing use of mediation and arbitration, especially in private procurement.
The implementation of an investment operation in Portugal must take into consideration, from the initial stages of its conception, the specificities of the national legislation and regulations, the culture, and practices of national institutions, from the courts, administrative entities, to national, regional, or local government entities which may have some intervention/decision in the projects in question, whether in their authorization, in the contracting of incentives, etc.
Therefore, it seems extremely important to us that, although it may seem unnecessary (especially for investors from other member states of the European Union), the hiring of local legal support and, whenever it is necessary to hire other consultants, that the choice falls on consultants with concrete experience of acting in this market.
It is common that, even before the negotiation phase, the parties involved sign a Memorandum of Understanding, which defines the essential terms under which the negotiation will take place, and a Confidentiality Agreement, which protects the information that may be disclosed during the negotiations from indiscriminate disclosure.
Already during the negotiation, it is usual for the investor to make an evaluation of the assets he intends to acquire and of the risks affecting them. It is therefore a common practice to perform a legal and accounting due diligence, whose scope and extent naturally depend on the type of asset in question and the operation that is intended to be implemented.
In this respect, it is important to note that there are several assets, such as real estate, which are subject to mandatory registration and that there are certain activities which require registration with regulatory and supervisory authorities.
Compliance with these registration obligations, as well as other obligations essential to the exercise of the activity in question, must be assessed through due diligence.
Regarding the implementation of the investment, the most common way for foreign investors to proceed is by incorporating companies under local law.
The most common types of companies are the private limited company and the public limited company.
The essential characteristics of these types of companies are as follows:
Private limited company:
- Minimum number of partners – 1
- Minimum share capital – EUR 1
- Liability of members – without prejudice to special situations, the liability of members is limited to the paid-up share capital
- Management body – one or more managers
- Supervisory body – not compulsory. However, companies that fulfil certain requirements are obliged to appoint a statutory auditor
- Representation of share capital – the share capital is represented by quotas, and the ownership of quotas is subject to registration
Public limited companies:
- Minimum number of shareholders – 5. A single shareholder is allowed in the case of a legal entity
- Minimum share capital – EUR 50,000
- Liability of shareholders – without prejudice to special situations, the liability of shareholders is limited to the paid-up share capital
- The statutory bodies of public limited companies can assume different models, however, as a rule
- Management body – sole director or Board of Directors, depending on the fulfilment of certain requirements
- Supervisory body – the company must have a Supervisory Board or appoint a Statutory Auditor
- Securities – the share capital is represented by shares, which must be registered
Both types of companies are incorporated by means of a formal document of incorporation, whose signatures must be certified in person by a notary or a lawyer. The incorporation of the company is subject to registration at the Commercial Registry Office, and the beneficial owner(s) of the company being formed must be indicated.
As can be seen, in addition to the differences regarding the number of partners and minimum capital requirements, public limited companies are a type of company with greater operating requirements and are therefore usually adopted for larger, more complex projects involving a larger number of partners.
Portugal has adopted a policy of reducing the number of business activities requiring prior licensing.
Nevertheless, there are still many regulated sectors whose exercise requires a prior licensing or registration process. Examples are the banking and financial services sector, telecommunications, insurance, among others.
It is of the utmost importance that foreign investors assess what kind of conditions or restrictions apply to the exercise of the activity in which they intend to invest, so as not to be surprised by situations they did not foresee and did not expect.
Foreign investment restrictions
As we have already had the opportunity to mention, Portugal is a country open to foreign investment and, therefore, does not impose special restrictions on investments made by foreign entities.
There are important foreign investments in sectors such as energy, banking, insurance, telecommunications, transport, etc. And when we refer to foreign investments, we mean not only investments originating in EU countries but also, and above all, investments originating in third countries.
Notwithstanding the above, there are a few sectors that impose specific rules for investment, both by national and foreign citizens. And the compliance with such rules is essential for the success of the investment.
Again, the aspect mentioned in a side-by-side manner and that we believe is important to mention regarding investment restrictions, is related to the rules on transparency about the identity of investors.
In the last few years, Portugal has been adopting rules that facilitate the identification, namely by the authorities, of who are the effective owners of the investments made in the country. This has happened throughout the European Union following the implementation of rules to combat money laundering and the financing of terrorism.
For this reason, besides the fact that all shares are now compulsorily registered and bearer shares are no longer allowed, the so-called Central Register of the Beneficial Owner (RCBE) was created.
The RCBE aims to identify all individuals who control associations, cooperatives, foundations, civil and commercial companies, as well as any other personalized collective entities, subject to Portuguese or foreign law, who carry out an activity or perform a legal act or business in Portugal, which requires a tax identification number (NIF) in Portugal.
Regarding Portugal’s attractiveness, we can refer that, according to the last AICEP report published:
- The country is situated in a geostrategic position between Europe, America, and Africa.
- It occupies 21st position (among 141 countries) in terms of Quality of overall infrastructure, according to the World Economic Forum (WEF) Global Competitiveness Report 2019.
- Ranked 39th (among 190 economies) of Ease of Doing Business ranking in the World Bank’s Doing Business 2020 report.
- It has risen to 34th position in the ranking (among 141 countries) Global Competitiveness Index 2019 of the WEF.
- Portugal has a technologically advanced telecommunications infrastructure network. The state-of-the-art fiber-optic network covers most of the territory. The proportion of fiber optic connections in total broadband was 36.8% at the end of 2018, higher than the OECD average (28%), placing Portugal in 9th in the OECD and 4th in the EU.
- The country offers social stability, attractive labor costs, a good level of labor skills, telecommunications infrastructure, potential to increase productivity and good transport and logistics infrastructure.
- According to the consultancy firm EY, the country shows a positive evolution in the development of the start-up ecosystem, to encourage foreign direct investment (FDI) and promote the country’s attractiveness.
- Also of note is the relevance of the tourism sector, which benefits from Portugal’s geographical position, enjoying a Mediterranean climate. According to the World Tourism Organization Portugal (UNWTO World Tourism Barometer-July 2020), in 2019 Portugal was the 20th world market (and 8th in the EU) in terms of tourism receipts and the 15th receiver market for tourists, with 24.6 million arrivals having been recorded.
Portugal is party to numerous agreements on the promotion and reciprocal protection of investments.
These agreements contain binding measures of a bilateral nature, aimed at creating more favorable conditions for investments by investors of one of the signatory states in the territory of the other, ensuring, on a reciprocal basis, the most favorable treatment of investors and a guarantee of full protection and security for investments already made.
The areas typically covered by this type of agreement are admission of investments, treatment of investments, expropriation and investment losses, and dispute settlement.
Portugal has concluded this type of agreement with the following countries outside the EU. : Albania, Angola, Algeria, Argentina, Bosnia Herzegovina, Brazil, Cape Verde, Chile, China, South Korea, Cuba, Egypt, United Arab Emirates, Philippines, Gabon, Guinea-Bissau, Equatorial Guinea, Jordan, Kuwait, Libya, Macau, Morocco, Mauritius, Mexico, Mozambique, Pakistan, Paraguay, Peru, Qatar, Democratic Republic of Congo, Republic of Congo, Russia, Sao Tome and Principe, Senegal, Serbia, Timor, Tunisia, Turkey, Ukraine, Uruguay, Uzbekistan, Venezuela and Zimbabwe.
In addition to agreements to promote and protect investments, Portugal has numerous conventions in place to avoid international double taxation (DTC), following the OECD model convention. As we know, this type of convention is also an important regulatory instrument within the scope of international economic relations.
It should be noted that Portugal’s policy of attracting and maintaining FDI allows foreign investors to benefit from support and benefits (many of which are also available to national investors), which is yet another argument in favor of setting up new projects in the country.
Let us not forget that the European Union’s support programs for economic recovery will allow for the creation of new programs for specific sectors and the maintenance and reinforcement of support that already exists for the main sectors of economic activity and for the qualification of the workforce.
According to recent studies, namely those of the European Central Bank, restrictions on foreign investment in the EU are, on average, lower than those imposed in other OECD countries, and within the EU, Portugal is one of the countries with the fewest restrictions.
It is, therefore, possible to state that in Portugal there are no restrictions on the entry of foreign capital. The guiding principle of the national legal regime is that of non-discrimination of investment on the grounds of nationality.
Therefore, it is not mandatory to have a national partner, nor is it compulsory for the directors of the companies (or parts thereof) to be nationals, nor are there any limitations on the distribution of profits or dividends abroad.
The rules governing foreign investment are like those applicable to domestic investment.
Of course, there are special requirements for specific activities and rules on financial transactions and capital flows, and the restrictions imposed at this level stem mainly from rules aimed at preventing money laundering and terrorist financing.
Portugal’s track record
- Portugal is considered the second-largest power plant in the world
- The total FDI stock recorded in 2018 in Portugal was USD 135,777 million
- Attractive investment fields in Portugal (among those with the highest potential for receiving FDI, we can list the following: tourism, biotechnology, the electric and electronics sectors, the new information and technology sectors, parts of the chemical manufacturing sector and the shared services centres – BPO)
- Prepare to find knowledgeable, young, capable, English speaking, highly adaptable, educated, flexible, productive, innovative and most committed to achievement workforce
- Recognized experienced senior management
Political stability and safety
- Portugal’s political stability is “Europe’s rare pleasant surprise”, by Thomson Reuters
- Portugal has among the lowest crime rates in Europe
- Strong and diverse multilingual skills – 42% speak two languages (mainly English), and 23% speak at least three languages
- One of the highest percentage proportion of graduates in math, science, engineering and computing in the EU
- Fixed corporate tax rate, attractive R&D credits, beneficial holding company location
- Attractive intellectual property regime
- Extensive double tax treaty network
Ease of doing business
- Consistently ranked as one of the best countries in the world to do business, ranked 39th (among 190 economies) of Ease of Doing Business ranking in the World Bank’s Doing Business 2020 report
- According to the 2010 Global Benchmark Report, Portugal is the 7th country in the OECD with the lowest level of costs and taxes
- Gateway to Europe and beyond
- Free movement of goods and services within EU and its 500 million plus consumers
- Foreign languages, namely English speaking, and member of EU / Eurozone
- Large number of cities and regions with proven ability to attract FDI Innovation and BPO platforms
- Technologically advanced telecommunications infrastructure network – 9th in the OECD and 4th in the EU
Top Tier Firm Rankings
Top Tier Firm Rankings
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