The transfer of shares is the act by which a shareholder of a private limited liability company (Lda.) transfers, in whole or in part, its equity interest to another shareholder or to a third party. This operation is governed by the Portuguese Companies Code (Código das Sociedades Comerciais – CSC) and only produces effects vis-à-vis the company and third parties once the legally required formalities have been duly complied with.
The first step in carrying out this corporate transaction consists of analysing the company’s articles of association, to identify any restrictions on the transferability of shares, pre-emption rights or the need to obtain the company’s consent.
Transfers between shareholders, spouses, ascendants or descendants are usually exempt from the company’s consent.
Transfers in favour of third parties generally require the consent of the company, in accordance with Article 228 of the CSC, unless otherwise provided for in the articles of association.
For the proper formalisation of the transfer, it is necessary to gather a set of documents, in particular:
- Full identification of the transferor and the transferee (identity documents, tax identification number, marital status, matrimonial property regime and identification of the spouse, where applicable).
- Commercial registry certificate of the company and its current articles of association.
- Updated declaration of the holders of the company’s shareholdings.
- Corporate resolution granting consent, where legally required.
- Certificates confirming the absence of outstanding debts to the Tax Authority and to Social Security.
The transfer must be formalised through a share transfer agreement, which must include, among other elements:
- Identification of the parties involved.
- Nominal value and transfer price of the shares.
- Method of payment.
- Declarations regarding the absence of charges, encumbrances or other rights.
- Any legally required consents.
Once the share transfer agreement has been executed, the transaction must be registered with the Commercial Registry within a maximum period of two months, failing which a fine may be imposed.
Finally, the Central Register of the Beneficial Owner (RCBE) — equivalent to a declaration of beneficial ownership — must be updated whenever the transfer results in a change of effective control of the company.
- The transfer of shares may entail significant tax consequences,
- Capital gains: where the transferor is an individual, the transaction may be subject to taxation under Portuguese Personal Income Tax (IRS – Category G), if the transfer value exceeds the acquisition value.
In conclusion, the transfer of shares is a strategic but legally complex transaction, requiring prior planning, strict documentary compliance and specialised legal advice to ensure legal certainty, regulatory compliance and tax efficiency.
Belzuz Abogados, S.L.P. – Portuguese Branch is an Iberian law firm, headquartered in Madrid with offices in Lisbon and Porto, with solid experience in providing legal advice to national and international clients on corporate law matters, including share transfers, corporate reorganisations, shareholder structure restructurings and the resolution of shareholder disputes.