PORTUGAL Law and Practice Contributed by: João Nóbrega, Bernardo Marques and Francisco Miguel Gomes, EY Law – Sociedade de Advogados, SP, S.A.
All AIFMs must be incorporated as Portuguese pub - lic limited liability companies ( sociedades anónimas ), with their registered office and effective management located in Portugal. They must also adhere to mini - mum share capital, governance and internal control requirements set forth in the RGA and RRGA. Additionally, AIFMs are required to maintain a remu - neration policy that encompasses all forms of fixed and variable pay, aligning with sound risk manage - ment and investor interests. At least 50% of variable remuneration linked to individual performance must be awarded in the form of units or shares of the man- aged AIFs, equity-linked instruments or equivalent vehicles, ensuring long-term alignment between staff interests and fund performance. 3.3 Regulatory Regime for Managers The regulatory regime for AIFMs in Portugal is primar - ily governed by the RGA and RRGA, which transpose and align domestic law with the AIFMD. As outlined in 3.2 Legal Structures Used by Manag- ers , AIFMs operate under two licensed forms (SGOICs and SCRs) and must be incorporated as Portuguese public limited companies ( sociedades anónimas ). They are classified as large-scale or small-scale managers based on the assets under management thresholds defined in the AIFMD. AIFMs are subject to CMVM authorisation and ongoing supervision, which encompasses prudential, organi - sational and conduct-of-business requirements. They must: • act honestly, fairly and with due skill, care and dili - gence in the exclusive interest of investors; • maintain sound governance, risk management and compliance frameworks, including independent control functions; • ensure adequate remuneration, conflict-of-interest, liquidity and valuation policies; and • comply with extensive reporting and disclosure obligations to the CMVM and investors. Core information on each AIFM and its managed funds is disclosed through the CMVM’s official dis - closure system.
Overall, the Portuguese regime closely mirrors the AIFMD model, combining risk-based supervision with detailed conduct rules and transparency obligations. 3.4 Tax Regime for Managers Portuguese AIFMs – whether SGOICs or SCRs – are established as public limited companies and are subject to the general CIT regime, which includes a standard rate of 20%, along with applicable munici - pal and state surtaxes. Their taxable income, primar - ily derived from management and advisory fees, is calculated according to the ordinary accounting and tax rules applicable to Portuguese companies, with no special exemptions or preferential treatment afforded to AIFMs. For VAT purposes, the management of investment funds (including both UCITS and AIFs) is exempt, in accordance with EU law and established case law from the Court of Justice of the European Union. This exemption applies to the management fees charged by AIFMs to the funds and may also extend to out - sourced services that are specific and essential to fund management. In practice, AIFMs are treated as standard corporate taxpayers for income tax purposes, while their core fund management services benefit from VAT exemp - tion, thereby ensuring tax neutrality at the fund level. 3.5 Rules Concerning Permanent Establishments Portugal has no statutory investment manager exemp - tion. A non-resident fund managed by an authorised Portuguese AIFM will not, in itself, create a perma - nent establishment, provided that the AIFM acts as an independent manager, on arm’s-length terms, and the fund has no fixed place of business or effective management in Portugal. A permanent establishment may arise if the fund has staff, premises or dependent agents in Portugal, or if key management and control functions are effectively exercised within the country.
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