Decree-Law No. 171/2026, of 26 August, introduces significant changes to the Portuguese legal framework governing capital markets, together with a number of developments directly affecting company law and corporate governance.
The new regime incorporates into Portuguese law a number of European legislative initiatives and, in particular, part of the so-called Listing Act, which is intended to make European Union capital markets more attractive and competitive, facilitate companies’ access — particularly that of small and medium-sized enterprises — to new sources of financing and, at the same time, strengthen transparency and investor protection.
Although the amendments introduced directly into the Portuguese Companies Code (Código das Sociedades Comerciais) are relatively limited, when considered together with the amendments to the Portuguese Securities Code (Código dos Valores Mobiliários), they reveal a number of significant changes for companies already operating in the capital markets or considering accessing them.
The new provisions concern, among other matters, the disclosure and accessibility of corporate information, shareholding structures involving multiple-vote shares, the requirements for the admission of shares to trading, compulsory acquisitions following a public takeover bid, and notification obligations relating to qualifying holdings.
One of the main developments from a company law perspective is the introduction into the Portuguese Companies Code of the new Article 70-B, concerning the European Single Access Point (ESAP).
ESAP is intended to provide a single point of public access to financial, corporate and sustainability information relating to companies and financial products throughout the European Union, facilitating its consultation and comparison by investors and other market participants.
Under the new regime, companies, subsidiaries and branches subject to sustainability reporting requirements must, when publishing their management report and consolidated management report, simultaneously submit those documents to the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários – CMVM) so that they may be made available through ESAP.
The information made accessible may include, where applicable, annual and consolidated financial statements, audit reports, assurance reports, sustainability information and certain reports concerning payments made to public authorities.
For companies, this development means that relevant corporate information will become increasingly accessible, standardised and comparable at European level. At the same time, it increases the importance of having appropriate internal procedures in place to ensure the quality and consistency of the information disclosed.
It should nevertheless be noted that the new Article 70-B of the Portuguese Companies Code will only take effect from 10 January 2028.
The new regime also pays particular attention to companies issuing multiple-vote shares, strengthening the transparency requirements applicable to their shareholding structures.
The companies concerned will be required to include information on such shares in the prospectus or any other admission document and, where changes have occurred since the previous disclosure, in the corresponding annual management report.
The information disclosed must clearly identify the different classes of shares in existence, the rights and obligations attached to each class, the percentage of share capital or total number of shares represented by each class, the total number of voting rights, any restrictions on the transfer of shares or the exercise of voting rights and, where the company has such information, the identity of holders of multiple-vote shares representing more than 5% of the voting rights.
The legislature therefore seeks to reconcile two objectives: allowing greater flexibility in the organisation and maintenance of corporate control while, at the same time, ensuring that investors are able to identify clearly who effectively controls the company and how voting rights are distributed.
Probably one of the developments of greatest practical interest to companies considering an admission to trading is the reduction in the minimum level of shares required to be distributed among the public — the so-called free float.
Article 229 of the Portuguese Securities Code will now regard the level of distribution as adequate where the shares for which admission to trading is sought are held by the public in a proportion corresponding to at least 10% of the subscribed share capital represented by the relevant class of shares.
This reduction is particularly significant, as the previous regime established a general benchmark of 25%.
Furthermore, a percentage below 10% may also be accepted where the market operator considers that the orderly functioning of the market is ensured, taking into account, among other factors, the number of shares held by the public, the number of shareholders and the market value of the shares in public hands.
The amendment therefore provides greater flexibility for companies seeking to access the capital markets, reducing one of the traditional barriers associated with admission to trading.
The regime governing compulsory acquisitions (squeeze-outs) following a public takeover bid has also been amended.
Under the new wording of Article 194 of the Portuguese Securities Code, an offeror which, following a general public takeover bid, intends to exercise the right to acquire the remaining shares must have reached or exceeded, cumulatively, 90% of the voting rights corresponding to the share capital and 90% of the share capital itself.
Once both requirements have been met, the offeror may, during the following three months, proceed with the acquisition of the remaining shares in accordance with the applicable statutory requirements.
This amendment is particularly relevant in M&A transactions involving listed companies, as it should be taken into consideration from the outset when structuring the offer and determining the levels of acceptance required to achieve full control of the company.
The Decree-Law also strengthens the transparency of shareholding structures through the amendment of Article 16 of the Portuguese Securities Code.
The thresholds that already triggered a notification obligation now expressly include the 90% voting rights threshold.
Accordingly, any person who reaches, exceeds or falls below any of the statutory thresholds — 5%, 10%, 15%, 20%, 25%, one third, one half, two thirds and 90% of the voting rights — must make the relevant notification to the company concerned and to the CMVM, in accordance with the legally prescribed terms and deadlines.
Decree-Law No. 171/2026 goes beyond a merely technical adjustment of Portuguese legislation to European Union law.
For companies already participating in the capital markets, the new regime entails additional transparency requirements and the need to review certain corporate governance and compliance procedures.
For companies considering a future admission to trading, the reduction in the minimum free float and the greater flexibility of the regime may create new opportunities to access financing through the capital markets.
For shareholders and investors, the new disclosure requirements increase the information available regarding the ownership structure and the effective distribution of voting power within companies.
Companies with a presence in Portugal that are considering capital markets transactions, admission to trading, reorganisations of their shareholding structure, M&A transactions involving listed companies or structures involving multiple-vote shares should therefore assess the impact of the new regime sufficiently in advance.
Belzuz Abogados, S.L.P., through its offices in Madrid, Lisbon and Porto, advises national and international companies on Commercial and Company Law, capital markets, M&A transactions and corporate governance, assisting clients both in the structuring of transactions and in adapting to the new regulatory requirements applicable in Portugal.