PORTUGAL Law and Practice Contributed by: Pedro Cortés and Luís Portela de Carvalho, Lektou
Online Under Article 21 of the RJO, a change of corporate control constitutes a “transfer of licence” and requires prior authorisation by the SRIJ. This includes: • any corporate restructuring (such as a merger, demerger or asset contribution) that results in the transfer of the licence to another entity; or • any transfer of shareholding, direct or indirect, that grants another person or entity, such as (i) a majority of the share capital, (ii) more than half of the voting rights, or (iii) the power to appoint most members of the board of directors. Such transactions are treated as equivalent to a trans- fer of the licence itself. Authorisation must be obtained before completion of the transaction, and the SRIJ may reassess the suitability, integrity and financial capacity of the new controlling shareholders or direc- tors. Unauthorised changes of control are ineffective vis-à-vis the regulator and may result in licence sus- pension or revocation. 10.3 Passive Investor Requirements Passive or minority investors are not automatically subject to authorisation provided their participation does not reach the control thresholds (see 10.1 Dis- closure Requirements and 10.2 Change of Corporate Control Triggers ). For land-based concessionaires, holdings of up to 10% that do not confer influence generally fall outside prior-approval requirements, though the government or the SRIJ may request disclosure of ownership or funding sources if reputational or compliance con- cerns arise. For online operators, the SRIJ may similarly request information on beneficial owners or financing struc- tures whenever a stake, even below control level, could affect the licensee’s suitability, integrity or finan- cial stability. Any subsequent increase that grants effective control, voting influence or board representation requires prior authorisation before completion, and both regimes
or any operation that directly or indirectly changes control, requires prior authorisation by the Minister for Tourism. Without such approval, the acquirer cannot exercise voting or economic rights attached to those
shares. Online
Under Article 21 of the RJO, an online gambling or betting licence may be transferred only with prior authorisation from the SRIJ. It is considered, for this purpose, that a transfer of licence occurs whenever, in the case of a restructur- ing, there is: • corporate restructuring (merger, demerger, asset contribution or any equivalent transaction) resulting in the licence moving to another entity; or • any direct or indirect share transfer granting anoth- er person a majority of the share capital, more than half of the voting rights, or the ability to appoint most directors. 10.2 Change of Corporate Control Triggers There are two different regimes for land-based and online gambling. Land-Based Under Article 17 of Decree-Law No 422/89, a change of control in a casino or bingo concessionaire occurs whenever there is: • the acquisition of more than 10% of the share capi- tal or voting rights; • any direct or indirect transaction resulting in anoth- er person or entity obtaining dominant influence or effective control over the concessionaire; or • the appointment of new directors or managers materially altering the composition of the governing bodies. All such transactions require prior authorisation from the Minister for Tourism, acting in consultation with the SRIJ. Without prior approval, the acquirer cannot exercise shareholder or voting rights, and the conces- sion may be subject to suspension or termination.
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