For Companies

Company's Setup

Helping to start a business, including choosing the right type of company, such as: Lda, Unipessoal Lda (sole proprietorship), S.A.) and handling the paperwork, registries.

Company's Changings and Updates

• Address, share capital, shares, shareholders leaving and entering
• Company's type transformation: to swift from a "unipessoal Lda" to a "Lda" for example (case in which you start the company being the sole shareholder and want to add a new shareholder), or to any other of type foreseen in Portugal
• Bylaws amendments: add or exclude clauses, obligations and liabilities; create special rights for some shareholders, for example
• Management update: to add or change the manager of the company; or to add or reduce one manager position to the current board
• Dissolve/liquidate the Company (close the company)

Additional Services

Tax Number (NIPC) for Foreign Companies

Request a tax number (NIPC) for a foreign company or entity to do something in Portugal (foreign companies need a NIPC for isolated act when want to perform acts in Portugal, for example: if a foreign company wants to buy a property, to invest in another company in Portugal, to participate in tournaments and/or public tenders, etc.)

Ultimate Beneficial Owner Declaration

Prepare and file the Ultimate Beneficial Owner declaration (called in Portugal the "RCBE"). It's a mandatory register in Portugal for entities (including companies, associations, foundations, etc.)

Shareholders Agreement

Advise, drafting, reviewing, and negotiating shareholders agreements.

Contracts and Agreements

Advise, drafting, reviewing, and negotiating contracts with customers, suppliers, contractors (freelancers) and partners.

Including master services agreements ("MSA") and services agreements in general (usually very present when hiring contractors (freelancers to work for you), when contracting with your customers and suppliers, for example), NDAs, and any other business-required contracts.

Intellectual Property Protection

Trademark registration and Copyright protection (In Portugal and/or the European Union): Assisting with the protection of your intellectual property rights, including trademarks registration, copyright protection and consultancy.

Mergers and Acquisitions (M&A)

Providing legal support for mergers, acquisitions, and other corporate restructuring activities, including due diligence and negotiation of transaction documents.

Cross-Border Transactions and International Business

Advising on cross-border transactions and international business operations, including foreign direct investment, international joint ventures, and trade agreements.

Real Estate Transactions

Our real estate transaction services support you whether you're investing in Portugal, by buying a house or other property in Portugal, or selling one. Below is a exemplificative list of the services we provide to guide you through the process:

Pre-Contractual Due Diligence

• Review of property title and ownership records
• Verification of existing encumbrances, liens, or mortgages
• Assessment of zoning, building codes, and compliance with local regulations
• Review of existing leases or tenancy agreements

Contract Preparation and Negotiation

• Drafting and reviewing the purchase agreement or sales contract
• Negotiating terms and conditions on behalf of the client
• Advising on deposit arrangements and contingencies
• Ensuring compliance with legal requirements and protection of client's interests

Title Examination

• Conducting a thorough title search to confirm clear ownership
• Addressing any title defects or issues that arise

Coordination with Third Parties

• Liaising with real estate agents, surveyors, and other professionals
• Coordinating with mortgage lenders or financial institutions
• Facilitating communication with notaries or public officials

Drafting and Reviewing Ancillary Documents

• Preparing or reviewing deeds, power of attorney, and other legal documents
• Drafting agreements related to easements, right-of-ways, or covenants
• Handling leaseback arrangements, if applicable

Representation at Closing

• Accompanying the client to the closing and signing of the public deed/DPA
• Reviewing final settlement statements and closing documents
• Ensuring proper transfer of funds and ownership
• Verifying compliance with all terms of the agreement

Post-Closing Services

• Recording the deed with local authorities, if applicable
• Providing advice on property tax implications
• Ensuring completion of any outstanding contractual obligations
• Assist on address update or property's owner obligations

This list outlines the various services we offer during a real estate transaction. The need for each service may vary depending on the deal, the client's goals, and the specific features and purpose of the property.

An initial call is especially helpful to understand these factors, allowing us to provide customized legal support that fits the needs of either the buyer or the seller.

TAX CONSULTATIONS AND NON HABITUAL RESIDENT (NHR) PROGRAM

For each client, based on their specific needs, we offer a thorough Tax Analysis. This involves carefully reviewing your current tax situation (and future plans) to find potential tax liabilities and opportunities to save money, with the goal of achieving:

Streamlined Tax Solutions

Development of simplified and efficient tax strategies that align with your financial goals, ensuring compliance while minimizing tax burdens.

Practical Tax Advice

Personalized guidance considering the trinomium of risk, opportunity, and purpose, helping you make informed decisions that balance potential risks with strategic benefits.

Integrated Legal and Accounting Tax Consultancy

A collaborative approach where lawyers and accountants work together to provide a holistic tax strategy, ensuring all aspects of your tax planning are covered.

Non-Habitual Resident (NHR) Program in Portugal

Detailed analysis of the NHR program, including eligibility assessment for both the old and new regimes.

Understanding NHR Taxation

Explanation of how the NHR regime works and how your income will be taxed under this program, including any potential exemptions and benefits.

International Taxation Analysis

Specific analysis of how different income sources (e.g., foreign income, pensions, dividends) will be treated under the Portuguese tax rules and the double tax treaties related, ensuring optimal tax positioning.

Investment Contracts

The investment can be made and received by companies or individuals in Portugal and worldwide. Here is the list of services, tailored for both the investor and the company recipient of the investment:

For the Investor

Due Diligence

Conducting a thorough investigation of the investment opportunity, including reviewing legal status and potential risks.

Contract Drafting and Review

Drafting and reviewing investment agreements, term sheets, and other related documents to ensure the investor's interests are protected.

Shareholder's Agreement and Bylaws

Advise, draft and review shareholder's agreements that result from the investment terms, as well as amend the bylaws accordingly.

Negotiation of Terms

Assisting in negotiating the terms of the investment, including equity stakes, control rights, exit strategies, and other key provisions.

Risk Assessment and Mitigation

Identifying potential risks associated with the investment and advising on strategies to mitigate these risks.

Compliance and Regulatory Advice

Ensuring that the investment complies with relevant laws and regulations, including its validity in Portugal.

Exit Strategies

Advising on exit options, such as sell-out clauses, IPOs, or mergers, and ensuring the investor's interests are safeguarded in exit scenarios.

Post-Investment Company's Assistance

Providing ongoing support for the company's needs, such as the ongoing corporate matters, such as the shareholders resolutions, bylaws, agreements, amendments.

For the Recipient of the Investment

Contract Drafting and Review

Drafting and reviewing investment agreements to ensure the terms are fair and beneficial to the recipient.

Negotiation Support

Assisting in negotiations with investors to achieve favorable terms, such as valuation, control provisions, and future funding rounds.

Corporate Structuring

Advising on the optimal corporate structure to attract investment while maintaining control and flexibility.

Regulatory Compliance

Ensuring that the company's operations and the investment agreement comply with relevant laws and regulations.

Intellectual Property Protection

Advising on the protection and potential monetization of intellectual property as part of the investment.

Governance and Shareholder Agreements

Drafting and advising on shareholder agreements, board composition, and governance structures post-investment.

Exit Strategy Development

Helping the recipient plan for potential exits, such as buyouts and mergers, while protecting their interests.

These services ensure that both parties are well-prepared, legally protected, and informed throughout the investment process.