Navigation path

Share on 
	Share on Facebook
  
	Tweet it
  
	Share on google+
  
	Share on linkedIn
  
    
      E-mail
Set page to normal font sizeIncrease font size by 200 percentBookmark this pageChoose high-contrast version

Portugal

Mergers

Updated 02/2011

Legal requirements

In Portugal, mergers of two or more companies are governed by the Companies Code.

There are two methods:

merger by acquisition: the assets of one or more companies are transferred to another company referred to as the acquiring company; or merger by consolidation: a new company is created, and the assets of the merging companies are transferred to the new company. The Institute for Support to Small and Medium-Sized Enterprises and Innovation (IAPMEI) summarises the merger methods on its website.

Merger conditions

The managements of those companies interested in a merger must prepare a merger plan. The information to be included in the merger plan is indicated in the Companies Code, and includes the method, reasons, conditions and aims of the merger.

When the merger has been approved by the general meeting of each company and the period allowed for creditors to object to the merger has ended, the merger must be registered with the Trade Registry.

It should be noted that, where a certain market share or turnover is reached, mergers must be notified to the Competition Authority.

The Competition Authority’s website includes a section on Frequently Asked Questions, which explain the controls on mergers, particularly the notification process.

Under the Competition Legislation, notification is compulsory where a market share in excess of 30% is created or reinforced on the national market (or a substantial part of this) for a certain good or service, or where the companies participating in the merger have together achieved, in the last financial year in Portugal, a turnover in excess of EUR 150 million net of turnover taxes, provided that the turnover made individually in Portugal by at least two of these companies was in excess of EUR 2 million. Those mergers undertaken outside the national territory must also be notified where they meet any one of the above conditions.

Buying an existing company, with an already established structure, can be a good way of expanding your business.

Administrative procedures

Notification

Mergers subject to prior notification cannot be undertaken until they have been notified and an express or tacit decision indicating that there is no objection to the merger has been given. They must be notified to the Competition Authority within seven working days after the agreement is concluded or, where applicable, before the date of publication of the notice announcing a takeover bid, public exchange offer or offer to purchase a majority holding.

The notification form template appended to Regulation No 120/2009 of the Competition Authority must be used.

Under the Competition Legislation, the form to be used for notifying mergers must be sent to the Competition Authority by e-mail to: concentracao@concorrencia.pt.

However, notification by e-mail does not replace the requirement to submit a paper copy of the form, which must be submitted to the Competition Authority within three days of the electronic submission. This protects the legitimate interests of the various participants (notifiers and interested third parties).

The notification form must be accompanied by: approved reports and accounts, for the last three financial years, for each company participating in the merger; a copy of the agreements setting out the terms of the merger; and a copy of any shareholders’ agreements where needed to determine the form and methods of control. The notifier can voluntarily submit any relevant studies on the assessment of the merger (e.g. on consumers’ preference for certain products or makes of products or on consumption habits, which demonstrate the importance of the merger to the international competitiveness of the national economy).

Any entity participating in a merger must identify the information that it regards as confidential (e.g. trade secrets).

Notification of mergers is subject to payment of a fee.

Notification will only take effect on the date when the fee is paid. As a result, the respective document proving payment must be submitted to the Competition Authority as soon as payment has been made or with the notification, if payment is made in advance.

If a decision is made to investigate the merger in more depth, an additional fee must be paid, as laid down in the above-mentioned Regulation.

In order to remove any doubts about what to include in the notification, it is useful if the notifier contacts the Competition Authority in advance.

Resources

Mergers can give entitlement to tax benefits granted by the Directorate-General for Economic Activities (DGAE). The Business Gateway provides information on this subject, including the application form.

Help & advice

Help & advice

E-mail a business organisation near you

The EU runs a network (Enterprise Europe Network) of local business organisations in most European countries that may be able to help you.

Choose your country and town and enter your enquiry below.

Country

Austria

Feldkirch

Graz

Innsbruck

Klagenfurt

Linz

Salzburg

Wien

Belgium

Antwerpen

Arlon

Brugge

Brussels

Charleroi

Gent

Hasselt

Leuven

Libramont

Liège

Mons

Namur

Nivelles

Bulgaria

Dobrich

Plovidiv

Ruse

Sandanski

Sofia

Stara Zagora

Vratsa

Yambol

Croatia

Osijek

Rijeka

Split

Varazdin

Zagreb

Cyprus

Nicosia

Czech Republic

Brno

Brno

Liberec

Ostrava

Ostrava

Pardubice

Plzen

Praha

Usti nad Labem

Denmark

Aalborg

Copenhagen

Herning

Kolding

Næstved

Viborg

Estonia

Tallinn

Finland

Helsinki

Oulu

Tampere

Turku

Vantaa

France

Amiens

Annecy

Aulnat

Besançon

Bordeaux

Bourg en Bresse

Caen

Cayenne

Chalons-en-Champagne

Chambéry

Dijon

Fort-de-France

Grenoble

Lille

Limoges

Lyon

Marseille

Marseille

Montpellier

Montpellier

Nancy

Nantes

Orléans

Paris

Pointe-à-Pitre

Poitiers

Privas

Rennes

Rouen

Saint-Denis

Saint-Etienne

Strasbourg

Toulouse

Valence

Germany

Berlin

Bremen

Bremenhaven

Chemnitz

Dresden

Düsseldorf

Erfurt

Frankfurt/Oder

Freiburg

Hamburg

Hannover

Kaiserslautern

Kiel

Konstanz

Leipzig

Magdeburg

Mannheim

Mülheim an der Ruhr

München

Potsdam

Reutlingen

Rostock

Saabrücken

Stuttgart

Trier

Ulm

Villingen-Schwenningen

Wiesbaden

Greece

Athens

Heraklion

Ioannina

Kavala

Kozani

Thessaloniki

Tripolis

Volos

Hungary

Budapest

Debrecen

Eger

Győr

Miskolc

Nyíregyháza

Pécs

Szeged

Székesfehérvár

Zalaegerszeg

Ireland

Dublin

Italy

Abruzzo

Aosta

Apulia

Ascoli Piceno

Basilicata

Bologna

Bologna

Cagliari

Calabria

Calabria

Campania

Catania

Florence

Genova

Gorizia

Milano

Molise

Naples

Palermo

Palermo

Perugia

Pesaro

Pisa

Pordenone

Ravenna

Rome

Rovereto

Sassari

Sicily

Terni

Torino

Trieste

Udine

Venezia

Venezia

Venezia

Latvia

Riga

Lithuania

Kaunas

Klaipėda

Vilnius

Luxembourg

Luxembourg

Malta

Pieta`

Netherlands

Den Haag

Nieuwegein

Norway

Ås

Oslo

Stavanger

Tromsø

Poland

Bialystok

Gdańsk

Kalisz

Katowice

Kielce

Konin

Kraków

Lublin

Lublin

Olsztyn

Opole

Poznań

Rzeszów

Szczawno-Zdrój

Szczecin

Toruń

Warsaw

Warsaw

Warsaw

Wroclaw

Zielona Góra

Łódź

Portugal

Aveiro

Braga

Coimbra

Évora

Faro

Funchal

Lisboa

Ponta Delgada

Porto

Romania

Arad

Bacau

Bucuresti

Cluj-Napoca

Constanta

Craiova

Galati

Iasi

Ramnicu Valcea

Timișoara

Slovakia

Bratislava

Prešov

Slovenia

Koper

Ljubljana

Maribor

Spain

Albacete

Alicante

Badajoz

Barcelona

Bilbao

Ciudad Real

Donostia- San Sebastian

Ferrol

Las Palmas de Gran Canaria

Llanera

Logroño

Madrid

Madrid

Murcia

Oviedo

Palma

Pamplona

Paterna (Valencia)

Santa Cruz de Tenerife

Santander

Santiago de Compostela

Sevilla

Toledo

Valencia

Valladolid

Vitoria- Gazteiz

Zaragoza

Sweden

Borlänge

Göteborg

Jönköping

Kramfors

Luleå

Malmö

Örebro

Östersund

Stockholm

Umeå

Västerås

Växjö

United Kingdom

Belfast

Bristol

Cambridge

Cardiff

Coventry

Inverness

London

Manchester

Newcastle

Yorkshire and Humber

Enter your message here *

* required field (you must enter data here)