GFDL Advogados advises fund sponsors, institutional investors, founders and lenders on private capital structures and transactions governed by Portuguese law, from the formation and authorisation of a vehicle through to exit.

We are instructed by sponsors and by investors alike.

Whether you are establishing a fund, evaluating a subscription, raising a financing round or preparing an exit, we can set out the Portuguese legal and tax position before capital is committed.

Sponsors and fund managers

Domestic and international promoters establishing Portuguese investment vehicles and management entities, from first-time sponsors to established managers adding a Portuguese platform.

Investors and LPs

Institutional investors and private clients subscribing for units in Portuguese or foreign funds, including subscriptions intended to qualify for residency purposes.

Families and family offices

Families investing private capital and families receiving it: allocations to funds, direct and co-investments, and the sale of a stake in a family business to an outside sponsor.

Founders and portfolio companies

Companies raising capital, negotiating with investors or preparing for exit, together with portfolio companies requiring continuing counsel between financing rounds.

Lenders and credit investors

Providers of private credit, mezzanine and hybrid capital, and borrowers negotiating terms and security packages governed by Portuguese law.

Our advice reflects the legal regime as it stands and the CMVM’s practice under it.

For sponsors, we advise on:

• Selection of vehicle, as between venture capital funds (FCR), alternative investment funds (OIA) and corporate fund structures, assessed against investment strategy and the intended investor base
• Self-managed structures compared with the appointment of a management company (SCR), and the CMVM authorisation or registration procedure applicable to each
• Fund documentation, including management regulations, subscription agreements, side letters and investor disclosure
• Portfolio composition and concentration requirements, and their application to qualified investors and to high minimum subscriptions
• EuVECA and ELTIF designation, and the marketing of funds within and outside the European Union
• The tax treatment of Portuguese funds and of their resident and non-resident investors under the Tax Incentives Statute

Where a vehicle is intended for the residency by investment market, portfolio rules and fund documentation are aligned with the applicable eligibility requirements at the design stage.

We advise on the acquisition and disposal of portfolio companies throughout the investment cycle, conducting legal due diligence, negotiating transaction terms, structuring the fiscal aspects of the transaction and preparing the full suite of documentation from term sheet to completion.

Our experience covers control acquisitions, minority investments, secondary transactions and distressed situations, including businesses in the blockchain and digital asset sector, where diligence requires sector-specific regulatory analysis alongside conventional corporate review. We also act for founding families and other selling shareholders on the entry of institutional capital into a business they intend to continue running.

We act for founders and for investors at each stage of the venture cycle: seed and angel financings, priced equity rounds, convertible instruments and SAFEs adapted to Portuguese law, shareholders agreements, option pools and management incentive plans.

Founders are advised on the practical consequences of investor documentation in advance of execution. Investors are advised on protections that are enforceable as a matter of Portuguese company law.

Founders negotiate financing rounds infrequently, and generally against counterparties who do so professionally.

In advance of a round we prepare the company: founder and shareholders agreements, assignment of intellectual property, vesting and reverse vesting arrangements, option pool sizing and a capitalisation table capable of withstanding diligence.

During the round we negotiate the provisions that determine outcomes on exit, among them liquidation preferences, anti-dilution protection, board composition, drag and tag rights, restrictive covenants and leaver provisions.

We also advise founders in a personal capacity where their interests diverge from those of the company, on secondary sales, earn-out arrangements, personal guarantees sought by investors and the Portuguese tax position on exit, including holding structures and the timing of any change of residence.

Planning undertaken at incorporation is materially more effective, and less costly, than planning undertaken at term sheet stage.

Alongside equity work we negotiate and review commercial loans, mezzanine and convertible debt, shareholder loans and the associated security packages.

We advise on creditor rights and intercreditor arrangements, and on restructurings where a capital structure comes under pressure.

Investors subscribing for units in private funds are frequently unrepresented; the fund’s own counsel does not act in their interest. We review offering documentation, management regulations and subscription agreements, assess the manager, depositary and auditor, and negotiate side letters where the size or nature of a commitment warrants it.

Where a subscription is intended to support an application for Portuguese residency under the Golden Visa, eligibility is verified against the governing legislation rather than promotional material.

Portfolio companies require legal support between transactions. We provide continuing counsel on commercial contracts, employment, tax, risk and governance, functioning as an external legal department for companies that do not maintain in-house capability.

Investment mandates are frequently constrained by criteria that sit outside the general law. We advise on Shari’ah-compliant business and investment structuring, on sustainability and exclusion criteria applied under SFDR and under institutional investment policies, and on the eligibility restrictions contained in a fund’s own investment regulations.

Structures are designed to satisfy the applicable screening standard together with Portuguese and European Union law, and to remain demonstrably compliant on subsequent review.

Private capital increasingly intersects with crypto-assets, whether through funds with digital asset exposure, tokenised instruments or portfolio companies operating under MiCA.

Our crypto and Web3 practice forms part of the same team, so regulatory and fiscal questions are addressed by the lawyers responsible for the transaction.