PORTUGAL Law and Practice Contributed by: Duarte Schmidt Lino, Raquel Azevedo, Alexander Ehlert and Leonor Melo Bento, PLMJ
( sociedade por quotas ) (LLCQ) is EUR1 for com- panies with a single quotaholder and EUR2 for companies with two quotaholders. The initial capital requirement for incorporating a limited liability company by shares ( sociedade anónima ) (LLC) is EUR50,000. 2.2 Type of Entity As a rule, entrepreneurs are advised to establish an LLCQ at the first stage, since the initial capital requirements are lower, and the corporate struc- ture and governance are less complex. 2.3 Early-Stage Financing The early-stage financing available in Portu- gal takes many forms and involves a variety of investors, including: • business angels; • Portuguese venture capital funds, some of which are sponsored by government-spon- sored funds and the European Investment Fund; and • foreign venture capital funds. Funding is also available through seeding and acceleration programmes (such as Fábrica de StartUps, StartUp Braga, Startup Leiria, Start- up Lisboa, Maze X (an impact accelerator) and Fábrica de Unicórnios (directed at scale-ups)) as well as through international accelerators (such as Techstars). Typically, investments are made in exchange for equity or convertible instruments, so the underlying documentation is a standard term sheet that contains the general terms and conditions of the long-form investment docu- ments. Examples include: • simple agreements for future equity (SAFEs) and convertible loan agreements (CLAs) in the case of convertibles; and
• investment and shareholder agreements in the case of equity. 2.4 Venture Capital Please see 2.3 Early-Stage Financing . Portu- guese venture capital and government-spon- sored funds are available in Portugal. These have included the Venture Capital part of the “Con- solidar” programme launched by Banco Portu- guês de Fomento in 2022, further to which 16 management companies were chosen to man- age funds partially funded under the Portuguese Recovery and Resilience Plan (PRR) totalling up to EUR400 million, as well as the “Co-invest- ment Deal by Deal” programme totalling up to EUR200 million, which enables a public fund managed by Banco Português de Fomento to directly perform venture capital co-investments along with private investors. In addition, foreign venture capital firms are also increasingly and actively investing in Portugal. The fact that Portugal is one of the largest tech and start-up hubs in Europe (the Web Summit is held in Lisbon and there are currently six uni- corns with Portuguese DNA) continues to attract the attention of foreign tech investors, as out- lined in 1.1 Technology M&A Market . Furthermore, a statute enacted in 2023 is designed to support and promote R&D compa- nies (especially start-ups and scale-ups) and, among others, provides for tax benefits appli- cable to the stock options granted by start-ups. These tax benefits were further broadened in 2024, by including stock attributed by entities in a group, control or affiliate relationship with the start-up, regardless of geographical location. A reduced 12.5% corporate income tax rate appli- cable to the first EUR50,000 of start-ups’ taxable base (subject to EU de minimis rules and to the
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