PORTUGAL Law and Practice Contributed by: João Nóbrega, Bernardo Marques and Francisco Miguel Gomes, EY Law – Sociedade de Advogados, SP, S.A.
ciary functions (management and depositary) must be located in Portugal or within the EU under CMVM supervision, ensuring full transparency and investor protection. 2.10 Anticipated Changes for Funds The main forthcoming legislative changes anticipated to impact the Portuguese AIF regime are as follows: • AIFMD II (Directive (EU) 2024/927): This direc - tive entered into force in April 2024 and must be transposed into national law by 16 April 2026, with certain reporting rules taking effect from April 2027. AIFMD II will introduce new provisions for loan- originating AIFs, including risk retention, leverage and diversification limits. It will also establish a harmonised liquidity management framework for open-ended AIFs and enhance rules regarding delegation, reporting and cross-border depositar - ies. The transposition of AIFMD II will necessitate amendments to the RGA and RRGA, marking the most significant upcoming change to the Portu - guese AIF framework. • SFDR Review and ESMA ESG-Naming Guidelines: The ongoing review of the SFDR and the new ESG- naming rules, effective for new funds from Novem - ber 2024 and for existing funds from May 2025, are expected to refine disclosure standards and restrict the use of ESG-related terminology in fund names. This may require updates to offering documents and periodic reports.
structuring vehicles or feeder platforms for cross-bor - der investments, particularly from Brazil, the United States and the EMEA region (notably Spain, Turkey and the Middle East). These inflows are typically chan - nelled through locally authorised AIFMs or dedicated Portuguese investment companies, capitalising on the predictability of the RGA regime and Portugal’s EU passporting framework. Despite this growing international interest, the AIF ecosystem in Portugal remains largely shaped by domestic promoters, whose market proximity and regulatory familiarity continue to define the country’s fund landscape. 3.2 Legal Structures Used by Managers The management of AIFs in Portugal is a regulated activity reserved for licensed management companies operating under one of two legal forms: • Sociedades Gestoras de Organismos de Inves- timento Coletivo (SGOICs): These management companies are authorised to manage both UCITS and AIFs, provided that their activities are not exclusively limited to private equity or venture capital funds; or • Sociedades de Capital de Risco (SCRs): These are specialised private equity management com - panies that may manage only AIFs, with at least one qualifying as a private equity AIF. Additionally, the majority of the AIFs managed must not be real estate AIFs. Management companies are classified as either large- scale or small-scale AIFMs based on the total value of assets under management. They are classified : • over EUR100 million when leverage is used; or • over EUR500 million when portfolios are unlever - aged and investors have no redemption rights exercisable within five years of the initial invest - ment. AIFMs exceeding these thresholds must fully comply with the RGA and AIFMD requirements and are sub - ject to CMVM authorisation as full-scope managers.
3. Fund Managers 3.1 Origin of Promoters/Sponsors of Alternative Funds
The Portuguese AIF market remains predominantly domestic, with most promoters and sponsors being Portuguese asset managers, financial institutions and real estate development groups. These entities con - tinue to lead the structuring and launch of new AIFs, particularly in real estate, private equity and credit strategies, often utilising long-established manage - ment platforms. In recent years, there has been a steady increase in international sponsors using Portuguese AIFs as
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