PORTUGAL Law and Practice Contributed by: João Nóbrega, Bernardo Marques and Francisco Miguel Gomes, EY Law – Sociedade de Advogados, SP, S.A.
2.3 Disclosure/Reporting Requirements Under Portuguese law, AIFs are subject to compre - hensive disclosure duties designed to ensure trans - parency and investor protection. Before any subscrip - tion takes place, investors must receive the AIF’s constitutive documents – namely, the Prospectus, the Management Rules or Regulations, the KIID and, in the case of corporate AIFs, the Bylaws – as well as any subsequent amendments. The mandatory content of the offering documents is specified in Annex IV of the RGA and includes, among other items: • the fund’s investment objectives and policy; • its risk profile and remuneration policy; • subscription, redemption and distribution proce - dures; • fees and expenses incurred by the AIF; and • information about the management company and key service providers (depositary, auditor, valuer, etc). The KIID may alternatively follow the EU PRIIPs KID format as outlined in Regulation (EU) 1286/2014 and Delegated Regulation (EU) 2017/653. If this option is chosen, the AIFM is exempt from preparing a separate KIID under the RGA. From a public disclosure standpoint, the CMVM oper - ates an official disclosure system ( Sistema de Difusão da Informação ), which makes offering documents and periodic reports for most AIFs publicly accessi - ble. However, private equity and venture capital AIFs are specifically excluded from this public disclosure regime, although they are still required to provide investor-level reporting and submit supervisory filings to the CMVM. 2.4 Tax Regime for Funds The Portuguese tax framework for AIFs follows a dis - tribution-based taxation model, under which taxation arises primarily at the level of investors upon income distribution or redemption, rather than at the fund level (see 4.8 Tax Regime for Investors ). The fund’s own tax treatment depends on its legal category, as fol - lows:
companies). For privately placed closed-ended real estate AIFs, this two-thirds requirement is the only regulatory portfolio-composition limit, along - side ramp-up and timing rules. Open-ended and publicly offered closed-ended real estate AIFs face additional constraints, such as indebtedness caps, single-tenant exposure limits and minimum liquid - ity requirements. Derivatives are typically restricted to those used for hedging and risk management purposes. • Private Equity/Venture Capital AIFs: Core invest - ments focus on equity, hybrid and certain debt instruments of portfolio companies, subject to diversification, concentration and related-party restrictions (including prohibitions on financing acquisitions of securities issued by the fund, the manager or their group). Notably, the 33% limits on single company/group investments or investments in another private equity/venture capital AIF do not apply if all investors are professional or if the fund imposes a minimum subscription of at least EUR100,000 per investor. Other prohibitions remain in effect. • Credit AIFs: These funds may originate or acquire loans to eligible corporate borrowers, but lend - ing to individuals and certain related or connected entities is prohibited. They must adhere to borrow - er and sector concentration limits and leverage lim - its, and maintain enhanced credit-risk governance, including policies, monitoring and impairment assessments. The use of derivatives is restricted to hedging purposes. • Other AIFs (Residual): This flexible category is for portfolios that do not meet the “predominant ele - ments” test of the other types – specifically, no sin - gle asset type may account for roughly two-thirds of total assets – while still adhering to general rules on governance, concentration, related parties and leverage. Marketing The AIFMD passporting mechanism facilitates cross- border marketing to professional investors. However, retail routes and third-country AIFs require CMVM authorisation and must meet additional conditions.
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