Guide to Buy or Lease Commercial Real Estate in Portugal
Memorandum
I. Buying properties in Portugal
Portugal offers a number of favourable conditions for investment in real estate,
such as the absence of restrictions to ownership or lease, quality infrastructure
(telecommunications, energy, motorway network, ports and airports), a stable
democratic political system and, generally, a good price-quality ratio combined with
a good return on investment.
As far as the real estate market is concerned, particularly the non-residential
sector (retail, logistics, office and industry) – the subject-matter of this
Memorandum –, in a context of global financial crisis, and bearing in mind that the
real estate market was one of the hardest hit industries, we note that the “housing
bubble” in Portugal was not as severe as in other countries, and that the country is
now being offered new challenges and new opportunities. This document contains
an overview of the legal regime governing the real estate market, with special
emphasis on an even more favourable legal framework, specifically addressing the
types of acquisition, real estate brokerage, financing, leasing, licensing and tax
regulation.
Right of Ownership
The right of ownership is basically a right in rem enshrined in article 62 of the
Constitution of the Portuguese Republic (CPR).
The most commonly used legal form for acquisition of a property, involving two
parties alone – the purchaser and the seller -, has been superseded by more sophisticated
solutions involving three or more parties, in particular, the Special Purpose Entities, the
Real Estate Investment Funds (REIF) and the Real Estate Investment Companies
(REIC).
When purchasing a property, parties are advised to seek the assistance of a qualified
professional – a lawyer or a paralegal –, who will more effectively protect the interests
of the purchase, notably in the determination of the real situation of the property (such
as, for instance, the existence of any liens and encumbrances), and in advising the
purchaser on which instruments better protect his interests.
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Acquisition and Registration of ownership
In Portugal, the transfer of ownership is made by a written agreement, either a
public deed executed before a public notary or an authenticated private instrument that
may be executed by a lawyer. Registration at a Land Registry office is mandatory. An
up-to-date record of all properties and registrations is currently available at
www.predialonline.pt. As such, the prospective purchaser of a specific property can,
prior to acquisition, access information relating to the property in question, specifically,
the name of the owner and any burdens secured on the same (for instance, mortgages).
Prior to entering into the final purchase and sale agreement, the parties usually sign
a promissory purchase and sale agreement, setting out the conditions under which the
transaction is being made, and the promissory purchaser makes a down payment
equivalent to a percentage of the price, as an advance payment of part of the purchase
price. If the promissory purchaser defaults on his obligations under the promissory
agreement for reasons attributable to him, the promissory seller is entitled to keep the
down payment; if, on the other hand, the promissory seller defaults on his obligations,
the promissory purchaser is entitled to demand from the promissory seller an amount
equivalent to twice the amount of the down payment. In any case, the non-defaulting
party may, alternatively, demand the specific performance of the agreement.
The
promissory purchase and sale agreement must be in writing.
Checklist for the purchase and sale
The following documents must be submitted before the deed of purchase and sale:
Identity Card, Citizen Card or Passport (of both seller and purchaser) and
Company Registration Certificate, where applicable;
Taxpayer Cards;
Documents evidencing payment of the Property Transfer Tax (IMT) and Stamp
Duty (IS);
Real Estate Registration
Certificate or Permanent Certificate
(www.predialonline.pt);
Real
Estate
Tax
Certificate
(Caderneta
Predial
Urbana)
(www.portaldasfinancas.gov.pt);
Evidence of notification of intention to sell to IGESPAR and the local
Municipality for exercise of the right of first refusal;
Habitation license (Licença de Utilização);
Statement of Performance Bond (Declaração de Prestação de Caução), for
insfrastructure works, (where applicable);
Location Certificate (Certificado de Localização) (where applicable);
Property information form (Ficha Técnica de Habitação);
Energy certification (Certificado Energético).
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Special Purpose Entity
The Special Purpose Entity, also known as “Special Purpose Vehicle”, is a
commercial company, generally of limited liability, incorporated for a special purpose.
Its existence is usually limited in time until accomplishment of the special purpose.
The use of this type of company for acquisition of properties has many advantages,
in particular, that of isolating the purchaser from the risk associated with the transaction.
Real Estate Investment Funds (REIF)
REIFs are undertakings for collective investment, creating autonomous estates
composed of the savings of a group of investors whose intent is to make an investment
in real estate.
REIFs are managed by real estate investment fund management companies that
create and keep up to date, in relation to each fund, Management Regulations containing
the identification elements of the investment fund, the management company and the
depositary, and also the rights and obligations of unit-holders and the conditions under
which the fund will be settled. The management company drafts and updates a fund
prospectus for each investment fund, the content of which is defined by the Portuguese
Securities Exchange Commission (CMVM). The equity capital of the management
companies cannot be lower than the following percentages of the global net value of the
assets under management:
a) Up to 75 million Euros – 0.5 %;
b) In excess of 75 million – 0.1 %.
This type of funds may be open-ended or closed-end, if, respectively, the number of
investment units is variable, according to market demand, or the fund is comprised of a
fixed number of investment units, established upon subscription, which can only be
increased under the conditions set forth in the Management Regulations.
Funds
combining both types of investment units are called mixed funds.
On the other hand, investment funds can be income-generating funds, if the income
is distributed regularly to unit holders, or capitalization funds, if the income is
automatically reinvested.
The creation of REIFs requires the prior approval of CMVM, who is responsible for
overseeing and regulating the fund, namely, by monitoring the action of the intervening
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entities, overseeing rule compliance and identifying and punishing infraction. CMVM
may revoke the license given to an investment fund if, in the 12 months following its
creation, the fund has not reached an real estate asset portfolio of € 5,000,000.
Investment Funds are increasingly important in the Portuguese real estate market.
According to CMVM, in January 2013, the assets under management of real estate
investment funds, real estate special investment funds and real estate asset management
funds were valued at approximately 12.155,40 million Euros. According to the
Portuguese Association of Investment Funds, Pension Funds and Asset Management APFIPP (Associação Portuguesa de Fundos de Investimento, Pensões e Património),
there are nearly one hundred and sixty REIFs, of which only fourteen are open-ended
funds.
REIFs benefit from a favourable fiscal regime, particularly open-ended or closedend funds for public subscription, which are exempt namely from Municipal Property
Transfer Tax (IMT) and Municipal Property Tax (IMI).
Real Estate Investment Companies (REIC)
Real Estate Investment Companies are vehicles for collective investment, with
legal personality, which take the form of a companies by shares with a fixed or variable
capital (under the acronyms SICAVI and SICAFI, respectively), whose assets are held
under the regime of ownership and managed on a fiduciary basis by such companies or
by a contracted third party, independently, in the sole interest of the shareholders.
The incorporation of a REIC requires the prior authorization of CMVM, and must
have a minimum share capital of €375,000.
REICs adopt all necessary measures to ensure that the global net value of the assets
in portfolio shall not be lower than €5,000,000.
Taxes
The acquisition of the right of ownership over a property used for commercial or
services activity is subject to Municipal Property Transfer Tax (IMT), at a rate of 6.5%
over the value of the property or the value of the act/contract, whichever one is higher.
If the acquirer is a corporate entity with registered office or domicile in a country,
territory or region with a more favourable tax system, included on the list approved by
Ministerial Order of the Minister of Finance, the rate rises to 10%. Stamp Duty (IS) is
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also payable on the transfer of property by the purchaser at a rate of 0.8% of the
purchase price.
Once the property has been purchased, the transaction must be notified, within 60
days, to the tax department of the area where the property is located, to be entered in the
real estate tax record.
The purchaser will thenceforth be subject to Municipal Property Tax (IMI), at a rate
varying between 0.3% and 0.5% over the taxable value of the property, in case of urban
property, and at a rate of 0.8%, in case of rural property. The rate to be applied is
defined on an annual basis by the Municipality. It is worth noting that the rate of
Municipal Property Tax can be increased up to three times its normal percentage if the
property is left vacant for more than one year or is deemed a ruin. On the other hand, the
rate of Municipal Property Tax on properties owned by a corporate entity with
registered office or domicile in a country, territory or region with a more favourable tax
system, is of 7.5 %.
In case of ownership, usufruct, and building lease of urban property w used for a
housing purposes, which taxable value, pursuant to the Municipal Property Tax Code, is
equal to or higher than €1,.000,.000, Stamp Duty is also levied at the rate of 1%.
Recently, the State Budget Law for 2014 has established that this rate of 1% is also due
on the acquisition of land allocated for the construction of housing, provided that the
taxable value of the property is equal to or higher than €1.000.000. The rate increases to
7.5 %, if the property is owned by legal persons domiciled in a country, territory or
region subject to a clearly more favourable tax system included on the list approved by
Ministerial Order of the Ministry of Finance.
Where the seller is concerned, the gain obtained from the disposal of the property is
deemed a capital gain, subject to Personal Income Tax (IRS). For taxation purposes,
only 50% of the capital gain obtained by a natural person residing in Portugal will be
assessed and aggregated with the remaining annual income, and subject to general
Personal Income Tax rates, which vary between 14.5% and 48% (in the latter case, for
income exceeding €80,000.00).
The capital gains of non-resident sellers that are not generated by a permanent
establishment in the Portuguese territory and that are not subject to withholding at
source at the prevailing rates are taxed at a special rate of 28%.
If the seller is a legal entity domiciled in the Portuguese territory (for instance, a
company whose primary activity is a commercial, industrial or agricultural activity) or a
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non-resident with a permanent establishment in Portuguese territory, it will be subject to
Corporate Income Tax. Recently, Portugal approved a Reform of its Corporate Income
Tax Code, which introduced a number of amendments to the legislation in force.
Amongst the changes is the reduction of the Corporate Income Tax rate from 25% to
23%, which is applicable to the capital gains earned. Small and medium-sized
companies will be taxed at a rate of 17% for taxable income of or below €15,000 and of
23% for the remaining part. A local surcharge tax (derrama) may be levied on taxable
profit before the deduction of any carried-forward tax losses at an up to 1.5% tax rate.
Following the Corporate Income Tax Reform, Portuguese resident entities that have as
their main activity a commercial, industrial or farming activity as well as non-resident
entities with permanent establishment in Portugal with a taxable income exceeding €1.5
million will be subject to progressive surtax, of 3% over their taxable profit that exceeds
€1.5 million up to €7.5 million, of 5% over the amount exceeding the €7.5 million up to
€35 million, and of 7% over the amount exceeding the €35 million threshold. .
If the seller is a small or medium-sized companies not listed on a regulated market
or not regulated on a stock exchange, the capital gains are taxed at 50% of the relevant
value.
Finally, in case of properties included in the portfolios of open-ended or closed-end
REIFs for public subscription the Municipal Property Tax and Municipal Property
Transfer Tax rates applicable are reduced to 50%.
Mixed or closed-end real estate investment funds for private subscription are subject
to the general regime governing Municipal Property Tax and Municipal Property
Transfer Tax. In both cases, upon acquisition, Stamp Duty is levied at a rate of 0.8%.
Expropriations
As referred above, under Portuguese law, the right of ownership is a fundamental
right enshrined in the Constitution (Article 62 of the Constitution of the Portuguese
Republic). However, the State may expropriate properties for urgent reasons of public
utility (for instance, for construction of a road, a hospital, a school etc.). However, in
order to do so, the State must ground the public interest and pay a fair compensation to
the natural person suffering the expropriation.
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Minor Rights in rem
Portuguese law allows the acquisition of the so-called minor rights in rem over a
property, such as the right of usufruct, the right to use and the surface right.
The right to usufruct is the right to temporarily enjoy a property or thing or another,
with the obligation of preserving its form or substance.
Finally, the surface right is the right to build or maintain a construction on a land of
another, in perpetuity or temporarily, or to make or keep a plantation thereon. It can be
used as an important instrument as an alternative to acquisition of ownership.
Real Estate Brokerage
The largest real estate consultancy and brokerage companies in the world operate on
the Portuguese market. In our country, real estate brokerage is governed by Law
15/2013, of 8 February. Pursuant to this law, real estate brokerage is the activity
whereby, by means of a contract, a company undertakes to search for a person interested
in entering into a business transaction aimed at creating or acquiring rights in rem
relating to real properties, the property exchange, the conveyance of business, the lease
or the assignment of rights under agreements which subject matter is a real property.
The law imposes a tight number of pre-requires for the conduct of the real estate
activity, for instance, the business reputation of the applicant. The real estate brokerage
activity may only be conducted upon obtaining of a license – currently with unlimited
duration – to be granted by the Instituto da Construção e do Imobiliário (InCI, I.P.), the
regulatory body for the construction and real estate industries, entrusted with inspecting
and overseeing the activity of real estate brokers. Applications for licenses to operate as
real estate broker must be submitted to this entity.
The law provides a set of rules governing the relationship between the real estate
broker and prospective purchasers, the amounts received and the brokerage fees.
The real estate broker is required to take out a civil liability insurance policy.
Foreign entities not licensed to operate in Portugal can provide real estate brokerage
services in Portugal.
Reference should be made to the fact that real estate brokers cannot provide legal
advise or enter into any agreements, nor perform any preliminary acts of creation,
amendment or extinction of legal transactions which, in accordance with the law, are to
be carried out exclusively by lawyers and paralegals.
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Financing
It is common practice in Portugal to purchase a property with a loan obtained from a
credit institution, namely a bank. Usually, the borrower is required to provide a
guarantee.
Guarantees can be personal, in which case the personal assets of guarantors secure a
possible breach of the borrower. Such is the case of the autonomous guarantee, the bank
guarantee (the guarantee on first demand is particularly common), the surety, the
endorsement and the comfort letter.
Guarantees may also take the form of guarantees in rem, in which case the debtor
guarantees the performance of its obligations with regard to a certain real property. In
the acquisition of property, it is common practice for the property itself to be given as
collateral, generally through the creation of a mortgage. However, there are other forms
that use ownership as collateral, such as in the sale “a retro” or, still, the inclusion of a
retention of title clause in the purchase and sale agreement, sale and leaseback, etc.
II. Lease properties in Portugal
Unlike the purchase and sale agreement, which produces real effects, the lease
agreement creates an obligation (contract) which, under Portuguese law, is similar to
leasehold, that is, the agreement whereby the landlord grants temporary fruition of the
property to the tenant. With the recent approval of the New Urban Lease Regime (Novo
Regime do Lease Urbano NRAU), Law 31/2012, of 14 August, the Portuguese
government turned the real estate market more flexible, giving greater margin for
negotiation between the parties and facilitating evictions..
Regime governing lease for non-housing purposes
Under Portuguese law, a lease may be for a residential or a non-residential purpose,
the latter including the lease for industrial (for instance, plants), professional (offices) or
commercial (shops) purposes.
The lease agreement must be in writing, for a fixed or undetermined duration, to a
maximum of 30 years. The term of the lease is agreed upon between the landlord and
the tenant, and there is no mandatory minimum term. In the absence of agreement,
however, the lease is deemed to have been entered for a 2-year term.
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The rent review may be agreed upon between the parties. Each year, the
Government publishes a rent review index for residential leases, which is quite often
used for non-residential leases.
Lease agreements may be terminated for different reasons. Termination can occur
on the ground of default of one of the parties or on the initiative of one of the parties. If
terminated by the landlord it can be grounded on: i) default, assessed based on the
conducts specified by law (ex.: failure to comply with rules of hygiene, use of the
building for a purpose other than the intended purpose etc.); or ii) failure by the tenant
to pay of the rent or refusal to perform the works ordered by a public authority. In the
event of default, termination is ordered by the Court (judicial termination), while in the
latter, the lease is terminated upon notice served on the other party (out-of-court
termination), both in writing or by personal contact from the lawyer, paralegal or
enforcement agent or registered letter return receipt requested sent by the landlord.
The tenant may, in turn, terminate the lease if, for instance, the landlord fails to
carry out the works necessary to keep the property habitable.
As to the termination on the initiative of any of the parties and opposition to
renewal, the parties may agree on the rules for the same to take place. In the absence of
agreement, the lease will renew automatically for successive and equal terms. Either
party can oppose to the renewal of the lease by notifying the other party accordingly,
which prior notice will depend on the term of the lease agreement.
In the case of a lease with an undetermined duration, the tenant is free to terminate
the agreement without cause six months following its execution, by giving termination
notice to the landlord with a minimum prior notice. In turn, the landlord, even in the
absence of a grounded reason, can also give notice of termination to the tenant, with a
prior notice of not less than two years in relation to the date when termination of the
lease is to produce effects.
Except for normal wear and tear arising out of a proper use of the property, the
tenant must keep and restore the premises to its condition as of the beginning of the
lease. The landlord and the tenant can agree in writing on the responsibility for ordinary
and extraordinary maintenance. In the absence of any stipulation, the landlord shall be
responsible for such maintenance. In turn, the tenant is authorized to carry out the works
required by law or by the purpose of the lease. Some of these works may be subject to
municipal control, depending on the type and scope of the same.
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Regarding the transfer of the commercial or industrial establishment in a leased
property, a distinction must be made between leasing and permanent transfer of
business (trespasse). They cannot be confused with a lease, since the subject-matter of
the transfer is different: in a lease, the property is transferred; in a leasing and in a
permanent transfer of business, the right to operate a company is transferred
permanently, that is, the right of the business operation.
Temporary leasing is the transfer of the fruition of the operation of the company. It
is an agreement typified by law, against a consideration and its effects are merely
obligational. This agreement does not interfere with the original situation as landlord or
tenant and as such is not dependent upon the prior consent of the landlord. Quite
different is the permanent transfer of lease (for instance, it can take the form of a
purchase and sale, a payment in kind, a gift, etc.), with or without consideration, leading
to the definite transfer of the ownership of the company. It is an agreement with real
effects. Under a conveyance permanent transfer of lease, the position of the tenant is
transferred to the purchaser of the commercial establishment, provided that such transfer
is entered into in writing and notified to the landlord.
In the event of the lease premises being under horizontal property (condominium),
the landlord may elect to add the condominium expenses to the rent payable by the
tenant or to demand a separate payment.
The lease agreements entered into before 1995 are subject to a special regime,
whereby the decision to renew the rent rests on the landlord. The tenant can either,
accept or refuse the proposal or terminate the agreement.
In large commercial areas, national jurisprudence, in particular the Supreme Court
of Justice has ruled that the agreement for the use of a shop in such type of commercial
areas, admissible under the principle of contractual freedom, is not governed by the
lease regime or by other particular regime, rather qualifying as an untypical and
unnamed agreement. Therefore, this agreement is governed by general contract law and
subsidiarity by the regime governing the lease or other substantially similar regimes
(example: leasing). In addition to a great freedom enjoyed by the parties in shaping of
the content of the agreement, the fact that it is not subject to the lease regime gives a
number of advantages to the owner of the premises where the shop is located, notably,
the tenant is not given the right of first refusal in case of sale of the premises and the
right of use of the premises cannot be pledged.
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Checklist
After obtaining legal advice, the following documents will be required:
Identity Card, Citizen Card or Passport (landlord and tenant) and permanent
certificate of the company, where applicable;
Taxpayer card (landlord and tenant);
Real estate certificate or permanent certificate (www.predialonline.pt);
Real
Estate
Tax
Certificate
(Caderneta
Predial
Urbana)
(www.portaldasfinancas.gov.pt);
Habitation license or document evidencing that the same was applied for, should
the leased premises be intended for a commercial establishment;
Energy certification.
Taxes
Natural persons, landlords of leased properties are subject to Personal Income Tax
(IRS), and the rents received under a lease contract at a special rate of 28%. However,
resident individuals can choose to aggregate such income and, thus, subject it to the
general tax rates that range from 14,5% to 48%. In case of legal persons (for instance,
companies), the rents are subject to Corporate Income Tax at a rate of 23%, irrespective
of whether or not the legal person has registered office or domicile or permanent
establishment in Portugal. Finally, in case where the landlord is a Real Estate
Investment Fund, the rate applied to the real estate income obtained is 25%.At the same
time, the landlord must pay Stamp Duty at the rate of 10% over one month rent.
Licensing of commercial establishments in properties
In Portugal, the licensing of commercial establishment is subject to the Legal
Regime of Urban Development and Construction (Regime Jurídico de Urbanização e
Edificação) set forth in Decree-Law 555/99, of 16 December, republished by Law
26/2010, of 30 March.
Access to a commercial activity is mostly free.
There are two special regimes governing the licensing of commercial
establishments.
The first governs commercial establishments or establishments for storage of food
products, and establishments intended for the sale of non-food products and the
provisions of services, the operation of which involves risks to the health and safety of
persons. The second governs the setting up and modification of retail stores and
shopping complexes with a sales area equal to or in excess of 2,000 sq. m.; or belonging
to a company using one or more insignias or members of corporate group, having
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nationwide an accumulated sales area equal to or in excess of a 30,000 sq.m.; shopping
complexes with a gross leasable area equal to or in excess 8,000 sq.m.
On 1 April 2011, Decree-Law 48/2011 (as amended by Decree-Law 141/2012 from
11th July) created the initiative “zero licensing”, that simplifies the setting up and
modification of food and beverage, shopping, service or storage establishments,
eliminating certain licenses, certifications, inspections etc. Two of the main measures
implemented are the replacement of the licensing with a mere preliminary
communication (for certain activities specified in the referred law, including some
industrial operations carried out in specialized commercial establishments or in food
and beverage establishments with an area specifically intended for the manufacture of
certain food products), and the creation of the “Entrepreneur Office”, available at the
Portal da Empresa (Business Gateway) or Lojas da Empresa allowing for the
consultation, updating and gathering of information regarding the business, filling in
and delivery of documents, payment of fees and follow-up of applications.
Irrespective of the licensing regime in question, before initiating a commercial
activity, consultation must be made to the local Municipality to assess whether or not
the activity to be undertaken is subject to a special licensing procedure. In the case of
commercial establishments requiring a license, the entity responsible for the follow-up
of the application is basically the local Municipality, without prejudice to the duties of
other entities involved.
Non-Habitual Tax Resident Regime
Back in 2009, a new category of resident individuals was approved, creating a more
favorable tax regime – the non-habitual tax resident regime. The non-habitual tax
resident regime is applicable to any individual who meets the general residency criteria
established in the Portuguese Individual Income Tax Code, provided such individual
has not been deemed a Portuguese tax resident in the preceding five years.
The procedures that must be observed by a non-habitual resident in order to register
as such were recently simplified. Thus, the non-habitual tax resident regime is not
obliged to present a document certifying that he or she was a tax resident in another
State in the last five years, but only that he or she did not met any of the criteria set forth
by Portuguese law (or in accordance with an applicable double tax treaty) to be deemed
a Portuguese tax resident in the aforementioned period. Such evidence is produced
through the filing of a declaration signed by the applicant. If the Tax Authorities have
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legitimate doubts concerning the veracity of such declaration, they can demand
additional elements, notably a foreign resident registration certificate.
Non-habitual tax residents benefit from a more competitive tax regime that operates
at two levels:
(i)
on the extensive application of the exemption mechanism in what concerns
non-Portuguese source income: as a rule, foreign source income is, under the
non-habitual tax resident regime, exempt if:
the income may be subject to taxation in another country
with which Portugal has entered into a double tax treaty, or
in the absence of a double tax treaty, the income could be
taxed in another country, region or territory under the terms of the
Organization for Economic Cooperation and Development (OECD)
Model Convention on Income and Capital, construed in accordance
with the observations and reservations made by Portugal, and is not
deemed to be of Portuguese source in accordance with Portuguese
internal law;
(ii)
on the lower tax rates applied to Portuguese source income that derives from
activities regarded as high value-added services of a scientific, artistic and
technical nature, which are subject to a flat rate of 20%. The activities regarded
as high-value added services of a scientific, artistic and technical nature are the
ones defined on a Government Decree, which includes, notably, companies’ top
managers, doctors, architects, engineers, auditors, etc.
The capital gains and rental income of Portuguese source will be subject to the
general rules mentioned above. However, capital gains and rental income of foreign
source might be exempt, if the requirements mentioned above are met.
Golden Visa
In order to attract new foreign investment from nationals from outside the Economic
European Space, Portugal recently created the so-called Golden Visa, a mechanism
allowing nationals of non-EU Member Countries to obtain a residence visa in Portugal
for investment purposes. The Golden Visa is valid for one year and is renewable for
successive periods of two years, provided that the requirements for the granting of the
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visa are maintained and the investor demonstrates to have stayed in the country for at
least (i) 7 days in the first year; and (ii) 14 days in the each of the subsequent two-year
periods.
The requirements for the grant of Golden Visas are as follows:
Transfer of capital in an amount equal to or in excess of €1,000,000.00;
Creation of at least 10 jobs; or
Purchase of real properties for a consideration equal to or in excess of
€500,000.00.
To qualify for a Golden Visa, the investor has only to meet one of the above
requirements, whether personally or through a company.
Abreu Advogados has its own real estate practice area with a vast experience on the
several aspects of this activity. For more information, please send us an email to
[email protected]
January 2014
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