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Merger & Acquisition Services in Portugal

Find the right counsel for your corporate deal. 

Our corporate lawyers will guide you through the process step-by-step.

How can a lawyer help me?

It is always a good idea to have a lawyer present throughout the entire process, especially during the initial phases when business or share valuations are being determined. 

 

At Lexidy LegalTech Boutique We guarantee buyers that there are no surprises when purchasing or merging with a business. Our professionals have the technical know-how and legal expertise to evaluate the Annual Accounts, Commercial, Tax, and Accounting documents. 

 

Our team of legal experts will handle every phase of the Letter of Intent to Sales and Purchase Agreement finalisation, so you can concentrate on what matters most, your company and its success. 

 

¨We will be with you each step of the journey.¨

 

Why would I consider mergers and acquisitions for my business?

The indicators of success are clear; if you want to increase your company, the only way is to grow in size. A big organization has scale economies, broader reach, deeper knowledge, and new opportunities. Organic growth for a business may take a long time, and if your industry is particularly competitive, a competitor might steal market share and limit your alternatives. 

 

More and more businesses in Portugal are seeking to grow through mergers and acquisitions, and for good reason. 

 

Portugal is a country with excellent human capital. It’s also fully integrated with the EU’s single market but has the added flair of being culturally and linguistically tied to Latin America, Africa and Asia.

Many of our clients wonder, “How do I invest in a Portuguese company?” 

The process begins with negotiations with the company’s shareholders. These discussions explore whether a sale is feasible and, if so, how a deal might be struck. Usually, an official offer is made via a Share Purchase Agreement after an agreement is reached, which, if accepted, must be formalized in front of a Notary or lawyer. 

What are the requirements?

The only requirement is to be at least 18 years old and have an NIF number.

It’s crucial to get the right legal counsel to assist you with significant business decisions like purchasing or merging with a firm. You should especially seek legal counsel if you want to purchase a company via power of attorney or if the company buying it is an international firm. 

At Lexidy, our clients will receive the legal protection they deserve, thanks to our lawyers. This includes examining everything, including whether the buyer’s/seller’s legal representatives have the legal qualifications they need or whether they are appropriately authorized. 

What’s the Merger & Acquisition Process?

Lexidy’s lawyers accompany you throughout the deal. There is usually a customized approach to deal, but in general, it goes like this: 

  1. Setting the price for the initial negotiation with the seller. 
  2. Parties must agree on the key details prior to executing a transaction, and a lawyer will draft a Letter of Intent to ensure this. During the early stages, Limited Liability Companies must adhere to the shareholders’ preemptive acquisition rights. 
  3. It is important to include the value of the shares to be acquired in the Letter of Intent, if possible. This is because most firms have a higher registered share capital than their actual value and these shares are usually at a premium. 
  4. Before investing in a company, thorough research must be completed to ensure its economic viability, investability, and lack of third party debts. This allows the company’s true value to be measured. 
  5. If the client is satisfied after seeing the full picture, the Share Purchase Agreement is signed.
  6. The Management Body can be altered as well as the corresponding Articles of Association.

This table shows the general features of Portugal’s various types of M&A deal:

 

Transaction Type

General features

Share Purchase

  • Transfer of Company owner’s shares.
  • Sale and purchase process is not subject to special regulation.
  • No ownership change of assets, rights, obligations and other company elements.

Purchase of assets and liabilities, or an asset deal



  • Asset transfer and, where appropriate, liabilities expressly chosen by the parties. Labor and Tax are exempt.
  • No specific regulation of purchase process.
  • Ownership change of rights and obligations transferred. Relevant for tax, regulatory and labor purposes.

Structural modifications, such as mergers, spin-offs and global transfer of assets and liabilities



  • Transfer by universal succession of all assets of the transferred company or economic unit.
  • Process is regulated by Structural Modifications Act.
  • Ownership change in the transferred assets.

1. Preliminary Phase

  • Evaluation Phase of the Sales Transaction and its design it.
  • Main role is played by the Seller, who must choose advisors and prepare the supporting documents for the transaction (blind profile or teaser and sales booklet of infomemo)
  • It concludes with the signing of the non-disclousre agreements (NDA)

2. Information

  • It begins with the sending of the process letter to potential buyers
  • The process letter is a document describing the phases of the transaction, the rules governing the procedure and the tentative timetable
  • Non-binding offers are received
  • The most promising non-binding offers are selected and the short list of potential buyers is drawn up

3. Due dilligence

  • In this phase, potential buyers will conduct a review of the transaction documentation made available. They will have the opportunity to ask questions (Q&A) and meet with the management team of the target company
  • This phase concludes with the submission of binding offers

4. Negotiation

  • This is the most sensitive phase of the transaction and where legal advisors play the most active role
  • The seller and the buyer will negotiate, on the basis of the first drafts drawn up by the seller, the terms of the various contracts to be entered into in the context of the transaction
  • The information identified in the due dilligence process will be very useful
  • Deferral between signing and closing: requirement to submit requests for authorisations and approvals, carry out restructurings, etc

5. Closing

  • Closing may be simultaneous with signature or deferred

Frequently Asked Questions

Yes. However, it’s important to clarify that this is a Tax ID number and not a residence permit. A NIF is a Tax ID number.

Absolutely. It is imperative that a corporation perform extensive Due Diligence before embarking on a corporate M&A transaction. Businesses involved in corporate transactions should definitely seek out legal support. An experienced lawyer will make sure that the target company does not have any outstanding debts or open, ongoing legal proceedings.

No. This isn’t necessary when formalizing any pre-money matters, like signing the Letter of Intent. However, the stock purchase contract must be notarized by a lawyer and witnessed, ensuring that the company’s shares are protected from intruders. 

OUR WORK

We are a department formed by qualified legal experts who have been trained in the field of corporate law. We work on these requests every day and it’s our passion. For us, Lexidy is a way of life and what excites us the most is to be able to deliver the happiness and satisfaction of a successful process. We want to help you achieve your goals and dreams.

Ana Carolina Lourenço

Ana Carolina Lourenço

Lawyer

Vitória Galli

Lawyer

Maria Eduarda

Paralegal
Patricia Malhadas

Patrícia Malhadas

Lawyer

IS TO MAKE CLIENTS HAPPY

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