Service · 02 of 02
Acquiring a business in Portugal.
A Portuguese company carries its history with it. Buy the shares and you buy the tax position, the social security arrears and the employment contracts as well.
We tell you what you are actually acquiring, and structure the deal so you are not inheriting someone else’s problems.
Book a consultationWhat's included
Six things we do, on every acquisition.
Structure first, diligence second. Doing it the other way round is how buyers end up paying for a company they cannot restructure.
- 01
Structure — shares or assets
The single decision that determines what liabilities follow you. We advise on it before anything is signed, not after.
- 02
Corporate due diligence
Certidão permanente, shareholder register, accounts, tax and social security standing, litigation and encumbrances over company assets.
- 03
Licences & permits
Whether the alvará, tourism registration or operating licence transfers with the business — or has to be applied for again in your name.
- 04
Employment position
Contracts, accrued entitlements and length of service. Portuguese law transfers staff with the business — you inherit the liability with them.
- 05
The agreement
Warranties, indemnities and a retention where the diligence warrants one. This is where your protection is actually written.
- 06
Completion & registration
Transfer executed, filings made at the Registo Comercial, and the change of control recorded where licences require it.
The sequence
Four stages, and roughly what each one takes.
An acquisition takes longer than a property purchase. Diligence is the stage that decides whether it happens at all.
- 01 30 min
Consultation
What the business is, what you think you are buying, and whether shares or assets is the right route.
- 02 3–6 weeks
Due diligence
Corporate, tax, employment and licensing. You get a written report identifying what is wrong, not just what exists.
- 03 2–3 weeks
Negotiation & contract
Price adjusted for what diligence found. Warranties, indemnities and retention negotiated and drafted.
- 04 3–6 weeks
Completion & registration
Transfer executed, filings made, licences updated, and change of control notified where it must be.
What to watch
Three things that catch overseas buyers.
-
Undisclosed liabilities
In a share purchase, tax and social security debts stay with the company. They become yours on completion whether or not the seller mentioned them.
-
Licences that don't travel
A restaurant, guesthouse or tour operator can be worth very little without its licence, and not every licence survives a change of ownership.
-
Staff you cannot simply release
Employment contracts transfer with the business, carrying accrued entitlements and length of service. Restructuring afterwards is slower and dearer than most Australian buyers expect.
Questions
What clients ask before they commit.
Should I buy the shares or the assets?
Assets are usually safer for an overseas buyer, because the liabilities stay behind. Shares are sometimes unavoidable — where a licence, a lease or a trading history cannot be separated from the company. We decide this before diligence starts, because it changes what we need to look at.
Do I need a Portuguese company to buy one?
Not necessarily. An individual or a foreign company can acquire a Portuguese business, though you will need a NIF either way. A Portuguese vehicle sometimes makes sense — where the licensing regime expects a local entity, or where you intend to trade on rather than hold passively. It is a structuring question we answer at the consultation, alongside shares-or-assets.
What happens to the existing staff?
They come with the business. Portuguese law transfers employment contracts on a transfer of undertaking, carrying accrued entitlements and length of service with them, and there are consultation obligations that attach to the transfer itself. This is not something that can be tidied up after completion, so we price and plan for it during diligence.
Can I run it from Australia?
Many owners do, but two things need checking first. Some licences and regulated activities expect a manager or technical lead who is present locally. And where a company is managed from can affect where it is treated as tax resident, which is a question for your accountant as much as your lawyer. We will flag both early rather than after you have committed.
What if diligence finds something bad?
That is diligence working. Depending on what turns up, the options are to reduce the price, require the seller to clear it before completion, cover it with a specific indemnity or a retention held back from the price, or walk away. Because we do this before you are contractually bound, walking away is still one of the options.
Tell us what you're buying. We'll tell you what comes with it.
A first consultation costs nothing and usually takes thirty minutes. If the acquisition isn't worth making, we will say so.