PORTUGAL Law and Practice Contributed by: João Nóbrega, Bernardo Marques and Francisco Miguel Gomes, EY Law – Sociedade de Advogados, SP, S.A.
EY Law – Sociedade de Advogados, SP, S.A. Avenida da Índia, nº 10, Piso 1, Lisboa, 1349-066, Portugal Tel: +351 919 603 262 Email: joao.nobrega@pt.eylaw.com Web: www.ey.com/pt_pt/services/law/ey-law
1. General 1.1 General Overview of Jurisdiction
1.2 Key Trends The Portuguese alternative funds industry has recently experienced significant regulatory consolidation, with key trends reflecting alignment with EU standards and modernisation of the market, particularly the follow - ing: • Regulatory Consolidation and Proportionality: The RGA/RRGA has unified the rulebook for AIFs and AIFMs, incorporating risk-based supervision and clearer filing processes for authorisation, prior noti - fication and subsequent communication. • Corporate Actions With Investor Safeguards: Merg - ers, demergers and transformations of privately placed closed-ended AIFs now proceed through prior notification rather than prior authorisa - tion. Dissenting investors are granted a cost-free redemption right, calculated based on the unit value immediately before the effective date. • Distribution Toolkit Aligned With AIFMD: Pre-mar - keting and marketing activities are officially recog - nised. AIFMs in the European Economic Area (EEA) can utilise the passport for distribution, while non- EEA entities must follow local distribution routes. • Governance, Outsourcing and Valuation: There is increased scrutiny of governance structures, del - egation and outsourcing arrangements, and valua - tion controls, all under the oversight of depositaries and auditors. • Fees, Costs and Reporting: Enhanced govern - ance in relation to costs, disclosures and periodic reporting emphasises the importance of policy frameworks and consistency across investor com - munications.
Portugal’s alternative investment fund (AIF) frame - work is primarily set out in the Asset Management Regime (RGA), approved by Decree-Law No. 27/2023 and further detailed in the Portuguese Securities Market Commission (CMVM) Regulation No. 7/2023 (RRGA). These instruments consolidate the rulebook for AIFs and alternative investment fund managers (AIFMs), align domestic law with Directive 2011/61/ EU (the Alternative Investment Fund Managers Direc - tive, AIFMD) and provide a clear supervisory archi - tecture (manager, depositary, auditor), with detailed provisions on governance, valuation, disclosures, fees/costs and reporting under CMVM oversight. The regime accommodates both contractual funds and corporate investment companies, providing flexibility in AIF structuring while ensuring investor protection and regulatory oversight. Portugal remains an attractive destination for spon - sors of real estate and private equity/venture capital strategies, supported by predictable supervision and workable structuring options. CMVM data indicates that the Portuguese venture capital funds market had grown to approximately EUR10.2 billion in assets under management as of 31 December 2024 (343 funds, 103 SCRs). In real estate funds, net asset value (NAV) had grown to approximately EUR18.5 billion as of 30 June 2025.
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