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Portugal in practice

How M&A work is handled in Portugal

Portugal is a continental, Romano-Germanic jurisdiction where written codes — the Civil Code, the Commercial Code and the Civil Procedure Code — govern how companies are sold and how disputes are decided. A transaction therefore runs on formal documents, public registers and courts organised by specialisation, including commercial matters.

A code-based system, not a case-law system

Portugal follows the continental model, a Romano-Germanic system built on comprehensive written codes rather than binding judicial precedent. The Civil Code, the Commercial Code and the Civil Procedure Code are the central sources of private and commercial law, and Supreme Court judgments, above all uniformisation rulings, guide how the law is read. In a transaction, carefully drafted contracts matter more than finding a similar earlier case.

Commercial matters have their own courts

First-instance judicial courts sit across 23 comarcas and are subdivided into juízos by specialisation, including commercial juízos. Appeals go to one of the five Courts of Appeal — Lisbon, Porto, Coimbra, Évora and Guimarães — while cassation and uniformisation of case law belong to the Supreme Court of Justice in Lisbon. Disputes over a sale, an earn-out or a warranty can end up in this structure.

Only registered lawyers may act

Practising law is a reserved activity in Portugal. Only lawyers registered with the Ordem dos Advogados may perform the acts reserved to lawyers, and doing so without registration is ‘procuradoria ilícita’, a criminal offence under Law 49/2004. Representation is mandatory in most proceedings, so your adviser on a Portuguese transaction must be an admitted, registered lawyer.

Fees are agreed; court costs are regulated

Lawyers’ fees in Portugal are freely agreed between lawyer and client, and there are no binding official tariffs: fees are usually set by written agreement and otherwise assessed on complexity, time and responsibility. Court costs work differently. Governed by the Regulamento das Custas Processuais, they are expressed in Unidade de Conta units updated annually and, as a rule, borne by the losing party.

Real property inside the deal

Where the target holds Portuguese real estate, transfers and encumbrances are normally formalised by public deed or authenticated private document and completed by registration at the Land Registry under the Código do Registo Predial, which confers publicity and, for certain facts, presumption of accuracy and protection of third parties. Deal teams treat the notarial and registry steps as completion conditions, not paperwork.

Post-closing claims and time limits

If a dispute arises after completion, Portugal’s general limitation period is 20 years, while claims for periodic payments, rent, interest and fees prescribe after five years and short presumptive periods of six months or two years apply in specific situations. Buyers and sellers therefore tend to fix contractual claim periods rather than rely solely on the statutory rules.

The country information on this page is drawn from official Portuguese and European sources — the Diário da República, the Ordem dos Advogados, the Portuguese Tax Authority and the European e-Justice Portal — consulted in 2025.

• European e-Justice Portal — National justice systems: Portugal
• Ordem dos Advogados — Estatuto da Ordem dos Advogados (consolidated version, 2024)
• Diário da República — Prescrição (limitation periods)
• Diário da República — Regulamento das Custas Processuais (Decree-Law 34/2008)
• Diário da República — Legal aid and access to law (Law 34/2004)
• Diário da República — Labour Code (dismissal challenge)
• Diário da República — Código de Processo Civil (appeals)
• Diário da República — Deadline to challenge an administrative act
• Portal das Finanças — Reporting an inheritance to the tax authority
• Diário da República — Divórcio por mútuo consentimento