PORTUGAL Law and Practice Contributed by: João Nóbrega, Bernardo Marques and Francisco Miguel Gomes, EY Law – Sociedade de Advogados, SP, S.A.
• EU AIFs Managed by EU AIFMs: EU AIFs may be marketed in Portugal under the AIFMD pass - port, following prior notification to the competent authority of the home EU member state and subse - quent transmission to the CMVM. The CMVM can - not impose additional requirements beyond those specified in the directive. • Non-EU AIFs or AIFMs: Marketing in Portugal by non-EU AIFMs or of non-EU AIFs requires prior authorisation from the CMVM, subject to equiva - lence and co-operation agreements between the CMVM and the third-country regulator. In practice, this route is seldom utilised. All marketing activities must comply with the general principles of fair, clear and non-misleading communi - cation, ensuring that investors receive adequate dis - closure regarding the fund’s nature, risks and fees. The CMVM actively supervises marketing activities, particularly those directed at retail or semi-profession - al investors, and may suspend offerings that violate information or suitability standards. 4.4 Rules Concerning Marketing of Alternative Funds Firms marketing or advertising AIFs from or into Por - tugal are subject to the RGA, the RRGA and, where applicable, the AIFMD passporting regime. Marketing and distribution activities in Portugal may only be conducted by: • the AIFM itself, acting directly; • credit institutions and investment firms authorised to provide investment services in Portugal; or • other financial intermediaries registered with the CMVM for the distribution of financial instruments. All such entities must comply with MiFID II conduct-of- business, suitability and investor classification rules. Regulatory Filings and Timing For Portuguese AIFs, marketing may commence after prior notification to the CMVM for private offerings, or after prior authorisation for public offerings. This notifi - cation or authorisation process must occur before any marketing activity, during which the CMVM verifies the completeness of the documentation (management
rules and regulations, prospectus and other informa - tion documents). EU AIFs managed by EU AIFMs may be marketed in Portugal under the AIFMD passport, following notifi - cation to the home authority, which then transmits the file to the CMVM. Non-EU AIFs or AIFMs require prior authorisation from the CMVM, subject to co-operation agreements with the third-country regulator and equivalence of investor disclosures. Advertising Rules All promotional communications relating to AIFs must be fair, clear and not misleading, and must align with the fund’s offering documents. The CMVM has broad supervisory powers over marketing materials and may require prior review or amendments, particularly when targeting retail investors. Ongoing Obligations After marketing begins, AIFMs must keep the CMVM informed of any changes to the fund’s documentation, maintain records of marketing communications and intermediaries used, and comply with continuous dis - closure and reporting obligations (NAV, financial state - ments and investor information updates). The CMVM may suspend or prohibit marketing if it identifies non- compliance with these requirements. 4.5 High Net Worth or Retail Investors Only AIFs authorised for public offering may be mar - keted to retail investors, typically consisting of open- ended or closed-ended funds that meet specific liquidity, diversification and governance safeguards. Distribution must be conducted by authorised entities – such as the AIFM itself, credit institutions or licensed investment firms – and is primarily carried out through banking distribution networks. Some closed-ended AIFs, particularly those struc - tured for foreign semi-professional investors (eg, Golden Visa applicants), have expanded participation to qualified individual investors. These funds remain subject to the same marketing and supervisory regime as all other AIFs. In certain instances, managers may engage referral agents who solely introduce potential
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