PORTUGAL Law and Practice Contributed by: Nuno Lima da Luz and Tomás Gomes da Silva, Cuatrecasas
strategy, and it cannot be treated as a purely corpo- rate law transaction. Change of control also ties into governance and fit- ness expectations because suitability of key persons and owners is part of the MiCA supervisory model. EBA materials show that joint EBA/ESMA guidelines exist for suitability assessments of shareholders with qualifying holdings and for management body mem- bers for ART issuers and CASPs, which reinforces that change-of-control is assessed substantively, not just procedurally. For deal planning, this implies longer lead times, careful structuring of interim con- trol rights, and robust disclosure of ultimate benefi- cial owners and financing sources, especially where crypto-business revenues may present higher AML/ CFT sensitivity. 3.4 Passporting MiCA establishes an EU-wide authorisation concept intended to permit the cross-border provision of cryp- to-asset services within the Union under harmonised conditions. Portugal’s MiCA execution law designates points of contact for administrative co-operation and specifically positions the BdP and the CMVM to co- ordinate cross-border supervision, which provides the necessary infrastructure for passporting to function in practice. The BdP’s own MiCA materials for ART/EMT issuance include a dedicated section on Passaporte comunitário , reflecting that cross-border effect is an inherent part of the stablecoin issuance and supervi- sion model. For Portuguese-authorised firms, passporting is not a “free for all”. Firms must still comply with host-state consumer, marketing, and AML expectations, and they must manage operational differences in local complaint handling and dispute resolution access. Portugal’s Law 69/2025 requires CASPs and certain token issuers to offer consumers access to effective out-of-court complaint handling and alternative dis- pute resolution, and to adhere to multiple ADR enti- ties within three months of starting activity, which becomes part of the compliance baseline for a Por- tuguese home-state authorised provider. During the transitional period until 1 July 2026, “passporting” in the MiCA sense is generally constrained for entities that are still operating only under the legacy registra-
tion regime, because they have not yet obtained MiCA authorisation.
4. Cross-Border Services 4.1 Marketing
Marketing crypto-asset services into Portugal is con- strained by the authorisation perimeter, by MiCA dis- closure and conduct expectations, and by general Portuguese advertising law. The BdP’s consumer materials stress that crypto-assets are not legal ten- der, are volatile, and have limited investor protection, which shapes how promotions should be framed and what risk disclosures are prudent. Portugal’s Advertis- ing Code adopts a broad definition of advertising as any commercial communication aimed at promoting goods or services, which means crypto-asset promo- tions and influencer-driven campaigns can fall within its scope even where no specific “crypto ad law” applies. ESMA stakeholder advice also highlights the importance of monitoring online marketing and “fin- fluencers” in crypto distribution channels, reflecting EU-wide sensitivity to marketing-driven harm. Exemptions and reverse solicitation are difficult in crypto because the internet blurs solicitation lines. ESMA stakeholder materials note that crypto “ampli- fies the need” to clarify what counts as solicitation or reverse solicitation due to blogs, message boards, and other crypto-specific channels. As a result, firms relying on reverse solicitation should document the client journey and avoid any Portugal-targeted pro- motional steps that could be characterised as active marketing. In the next year, the most immediate practical marketing change is the 1 July 2026 end of Portugal’s transitional period for legacy registrants, because post-deadline marketing by an entity lacking MiCA authorisation is likely to face materially higher enforcement risk. 4.2 White Labelling White-labelling into Portugal is legally viable only if the regulated perimeter is respected and responsibilities are contractually and operationally aligned with who is actually providing the regulated service. MiCA is an entity-based regime, and Portuguese law treats it as a very serious offence to provide crypto-asset ser-
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