PORTUGAL Law and Practice Contributed by: Diana Ribeiro Duarte, Pedro Capitão Barbosa and Catarina Almeida Andrade, Morais Leitão, Galvão Teles, Soares da Silva & Associados
noteworthy changes to private equity companies and private equity funds’ activities. With this revision, the Portuguese legislature aimed to create a unified legal framework for the asset man - agement (including private equity) industry, envisaging a simpler, more coherent and more credible regime by emphasising a risk-based approach and ex post supervision (as an alternative to burdensome and lengthy authorisation processes) – and, very impor - tantly, eliminating excessive regulation of pre-existing directive provisions (ie, “gold-plating”). Most importantly, the timeframe to incorporate new private equity funds has shortened significantly (giv - en that the registration of most funds is now subject only to a prior notice procedure). However, this comes at the expense of legal certainty, as the Portuguese Securities Market Commission (CMVM) currently does not vet the documents being submitted beforehand (because the focus is now on ex post, rather than ex ante, supervision); also, with these new rules being approved, many small fund managers are now subject to more organisational requirements and regulation. Although these changes have streamlined the fund incorporation process, often reducing registration timelines to as few as 15–30 days (factoring in docu - mentation drafting times), they have also introduced greater responsibility. Fund managers are required to adopt robust internal governance and compliance structures from the outset, as ex post regulatory over - sight becomes the norm. The CMVM’s 2025 Supervisory Focus In March 2025, the CMVM published its annual asset management circular (“Circular 002/2025”), setting out its supervisory priorities for the year. This guid - ance further clarifies expectations for fund managers operating under the new regime. Key areas of focus include: • prudential risk indicators and financial soundness; • marketing transparency, particularly regarding ESG claims and fund classifications; • oversight of alternative investment funds and related governance;
• anti-money laundering (AML) and countering the financing of terrorism (CFT) compliance; and • alignment with EU-level frameworks, especially European Securities and Markets Authority (ESMA) guidance, the Digital Operational Resilience Act (DORA) and the Markets in Crypto-Assets Regula - tion (MiCA). Circular 002/2025 also anticipates the implementation of forthcoming EU legislative initiatives, including the Alternative Investment Fund Managers Directive 2011 (AIFMD II), UCITS VI, and the ESG Ratings Regulation, all of which are expected to prompt further regulatory updates and promote greater harmonisation across EU member states. 3. Regulatory Framework 3.1 Primary Regulators and Regulatory Issues The main body that provides regulatory oversight for private equity funds (incorporated in Portugal) is the CMVM. In addition to assessing the legality of the registration and incorporation of private equity funds, it monitors their governance, activities and financial standing. The main regulators of merger and acquisition activity and foreign investment are as follows. • The Portuguese Competition Authority and the European Commission for merger control (which also have jurisdiction when the seller or purchaser is backed by private equity). • The CMVM for offers to acquire listed companies, and for public-to-private (P2P) transactions. • The Portuguese government with regard to foreign investment control and concessions for the opera - tion of certain public goods. • Sectoral regulators such as ANACOM (telecom - munications), the ERSE and the DGEG (energy), the Bank of Portugal (credit institutions), the ASF (insurers and pension funds) and the CMVM itself (fund managers and financial intermediaries) also review and clear acquisitions of businesses in the above-mentioned sectors.
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