PORTUGAL LAW AND PRACTICE Contributed by: João Gonçalo Galvão, Carolina Cardoso Alves and Miguel Paquete, CS’Associados
• SIGIs: Require a board of directors, auditing board and a chartered accountant. US investors must disclose their ownership interests in foreign companies to the Financial Crimes Enforcement Network (FinCEN). Also, in Portugal, US investors need to disclose their ownership interests in case they are beneficial owners (holding 25% or more of the entity). 5.6 Annual Entity Maintenance and Accounting Compliance Lda./S.A.: Annual costs include accounting, tax filings, corporate secretarial work, registration fees, fees paid to members of corporate bod - ies, and (when applicable) chartered accountant fees. Real estate investment funds/companies: • Monthly CMVM fees (0.0266‰/NAV). • Quarterly stamp duty (0.0125%/NAV). • Management fees (to be agreed with manag - er, normally ranging between 0.4% and 0.6%/ commitments). • Depositary fees (to be agreed with deposi - tary, normally ranging between 0.025% and 0.10%/NAV). • Regulatory compliance. SIGIs: Same costs as S.A. with auditing board, plus additional audit costs every seven years, regulatory compliance and Euronext fees. 6. Commercial Leases 6.1 Types of Arrangements Allowing the Use of Real Estate for a Limited Period of Time According to Portuguese law, a person or entity may occupy and use real estate for a limited
period of time without buying it by entering into one of the following arrangements: • agreements with in rem effects – surface right, usufruct, right of use and housing, easement or right of periodic habitation; • lease agreement; • free use agreement; • shop use agreement (typical of shopping centres); • agreement for the use of space and provision of services (typical for office centres); or • concession or other licences and authorisa - tions (granted by the State, autonomous regions or local authorities). 6.2 Types of Commercial Leases Lease agreements of urban properties are entered into for either residential or non-residen- tial (commercial) purposes. There are no specific subtypes or distinct regulations within the non- residential lease type (such as offices, retail or hotels), although the parties tailor the terms and conditions thereof to the underlying activity. Commercial properties may also be occupied under atypical lease-type agreements due to the composition and regulation of different interests, property use dynamics and undertakings (spe - cifically from the owner, by committing to more than just passively allowing the use of premises). These agreements are a mix between lease and services agreements, and are quite common in relation to shopping centres (shop use agree - ments), office spaces and even logistics centres (agreement for the use of space and provision of services). 6.3 Regulation of Rents or Lease Terms The NRAU gives wide flexibility to the parties of commercial leases to regulate the respective
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