Asset Deals

Asset Deals

Property Transfer Tax ("IMT") and Stamp Duty (Imposto do Selo)

Property Transfer Tax is a municipal tax levied on the transfer of real estate located on Portuguese territory.

Property Transfer Tax is levied on the higher of (i) the declared acquisition value and (ii) the Property Tax Value.

The applicable tax rates are as follows:

  • Urban property used exclusively as a primary residence: 7.5% (maximum progressive rate, according with the Property Tax Value);
  • Rural property: 5%;
  • Urban property not intended for residential purposes: 6.5%;
  • Property purchased by entities resident in a blacklisted jurisdiction (as detailed in the Ministerial Order 150/2004, of February 13, as amended): 10%;
  • Property purchased by a company that is controlled by an entity resident in a blacklisted jurisdiction (as detailed in the Ministerial Order 150/2004, of February 13, as amended): 10%.

In addition, the acquisition of real estate is also subject to Stamp Duty at a rate of 0.8%. Stamp Duty is levied on the higher of (i) the declared acquisition value and (ii) the Property Tax Value.

Notary and registration fees

Notary and registration fees are payable by the purchaser upon the execution of the public deed of transfer and the respective registration with the Land Registry. The value of these fees is normally negligible.

VAT

The transfer of property in Portugal is exempt of VAT. However, such exemption may be waived, provided that the purchaser uses the acquired real estate for activities subject to VAT and that give the right to deduct VAT.

If the transaction is subject to VAT, the standard rate (currently, 23%) will be applicable and levied on the purchase price. The VAT is self-assessed by the purchaser, meaning that it is assessed and deducted in the same periodical VAT return.

It is relevant to note that, if the property is later used for non-VAT taxable activities, the VAT initially deducted must be adjusted. This restriction binds the taxpayer for a 20-year period.

Share Deals

Property Transfer Tax ("IMT") and Stamp Duty (Imposto do Selo)

Acquisition of property by means of share deals are, as a general rule, not subject to Property Transfer Tax, nor to Stamp Duty. As way of exception Property Transfer Tax is triggered by the acquisition of more than 75% of the share capital of a Portuguese company, whose assets are comprised in more than 50% by real estate located in Portuguese territory, as well as of the units of a privately placed closed-end real estate investment fund (“fundo de investimento imobiliário fechado de subscrição particular”), which own real estate located in Portugal.

Property Transfer Tax will be triggered in the following transactions:

(i) acquisition of, at least, 75% of the share capital of a private limited liability company (“sociedade por quotas”) or of (ii) public limited liability company (“sociedades anónimas”) if:

  • (i) More than 50% of the assets of the company consist of real estate located in Portuguese territory;
  • (ii) The real estate assets are not used or exploited for agricultural, industrial or commercial activities, with exception for buying and reselling real estate (compra para revenda); and
  • (iii) As a result of this acquisition the shareholder holds, at least, 75% of the share capital or the number of shareholders is reduced to two married people or under a civil union (“unidos de facto”)
    The State Budget for 2021 has excluded for this purpose companies with shares admitted to trading on regulated market.

(ii) acquisition of units of a private placed closed end real estate investment fund (“fundo de investimentos imobiliários fechado de subscrição particular”) when one of the investors acquires, at least, 75% of the units of the fund.

Notary and registration fees

No notary or registration fees are payable in a share deal, except in case of acquisition of an interest in a limited liability company (“sociedade por quotas”), where registration with the Portuguese Companies Registry is required and, consequently, the payment of the respective registration fees is due. The value of these fees is negligible.

In light of the above, an indirect acquisition of real estate, through the acquisition of the share capital of a limited liability company by shares (“sociedade anónima”) owning such real estate property, is normally considered the most efficient way to invest in the Portuguese market. Nonetheless, a final decision on the transaction structure should be taken on a case - by – case basis.