PORTUGAL Law and Practice Contributed by: João G Gil Figueira, Rodrigue Devillet Lima and Catarina Andrade Miranda, GFDL Advogados
vice provider (VASP) licence may be required (issued by the Bank of Portugal) in addition to the enrolment of the exchange with the CMVM. As of December 2024, the MiCA Regulation is fully in force, establishing a comprehensive framework for crypto-assets within the EU. MiCA governs the issuance, public offering, and admission to trading of crypto-assets, including asset-referenced tokens and e-money tokens. Additionally, it sets out requirements for offerors and entities seeking to admit other crypto-assets to trad - ing that do not qualify as asset-referenced or e-money tokens. The regulation also establishes rules for the provision of services related to crypto-assets. Portu - gal has not yet designated the authority responsible for supervising, receiving and assessing applications for the authorisation of crypto-asset service providers. 6.3 Impact of the Emergence of Cryptocurrency Exchanges Regardless of their level of centralisation, cryptocur - rency exchanges must always secure a VASP licence from the Bank of Portugal to conduct their activities. A VASP licence focuses on the KYC and AML screening aspects of the fintech operator, in line with Portugal’s transposition of the 5th AML Directive (2018/843), as set forth by the AML Act. However, one should be aware that, since 30 December of 2024 (and as at the date of publication of the present guide), the Bank of Portugal has stopped licensing any VASP because the Portuguese government failed to produce the domes - tic regulations needed to ensure its jurisdiction and competencies to supervise this sector. The emergence of cryptocurrency exchanges has not yet impacted current domestic regulations. Still, it has drawn the attention of Portuguese supervisors. CMVM determined that, depending on the characteristics and features of a given virtual asset, it may fall under the concept of a financial instrument and, therefore, trad - ing or issuance of such assets is under its supervision. 6.4 Listing Standards There are no specific listing requirements applicable to fintech companies. All trading platforms are required to have public, transparent and non-discriminatory
rules based on objective criteria that ensure the good functioning of the trading platform. The Portuguese Securities Code governs listing requirements in a Portuguese-regulated market, regulations and instructions approved by the CMVM, and Euronext’s Rule Books and Notices. The MiFID II rules also govern listing, as well as the Prospectus Regulation (2017/1129/EU), the Market Abuse Regu - lation (596/2014/EU) and the Transparency Directive MiFID II dictates order handling rules, and the CMVM imposes the “best execution” principle on any finan - cial administrator. Orders should be executed at the moment indicated by the client. When the client has not provided specific instructions, the financial inter - mediary must try to obtain the best possible result for the client, attending to several criteria such as price, costs, speed, the likelihood of execution and liqui - dation, or another pre-established factor in the EU legislation. An intermediary will be required to inform the client beforehand of its execution policy, and any change in the execution of the orders must be communicated in advance. An intermediary may partially execute orders unless the client orders against it. (2004/109/EC) (as amended). 6.5 Order Handling Rules 6.6 Rise of Peer-to-Peer Trading Platforms Peer-to-peer platforms have been increasing in num - bers, and the crowdfunding market can be described as having gone beyond proof of concept. Both new players and legacy institutions have manifested some interest in this new type of platform, which grants investors access to several markets encompassing real estate, socially responsible investments, SMEs, etc. The level of legal sophistication applied in develop - ing such platforms varies depending on the type of investments offered to the public. For example, it is possible to find a solution in the Portuguese market where a crowdfunding platform has opted to create hybrid solutions by going through several types of licences, such as payment, crowdfunding and insur -
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