Sources checked
Does a Portuguese startup have to notify a regulator when it raises money?
Usually no. Regulation (EU) 2017/1129 exempts offers made only to qualified investors and offers reaching fewer than 150 persons per EU country (Article 1(4)); Portugal also exempts any public offer under €12,000,000 raised over 12 months (Código dos Valores Mobiliários, Article 109(4), as amended by Decreto-Lei n.º 171/2026). A normal seed or Series A round fits inside these exemptions. What the round does trigger: registering the resulting capital increase at the commercial registry within two months of the shareholders' resolution.
The exemptions that keep a normal round out of prospectus territory
- Sold only to qualified investors. Regulation (EU) 2017/1129, Article 1(4)(a): an offer addressed solely to qualified investors needs no prospectus at all, whatever the amount raised.
- Fewer than 150 investors per EU country. Article 1(4)(b): an offer addressed to fewer than 150 natural or legal persons per member state, other than qualified investors, is exempt. Most seed and Series A rounds clear this easily.
- Minimum ticket of €100,000 per investor. Article 1(4)(d): an offer where every non-qualified investor commits at least €100,000 is exempt, regardless of headcount or total size.
- Total raise under €12,000,000 in any 12 months. Código dos Valores Mobiliários, Article 109(4), as amended by Decreto-Lei n.º 171/2026, de 26 de agosto: Portugal exempts any public offer of securities below €12,000,000, calculated across all offers by the same issuer or offeror over a rolling 12-month period.
Sources
- Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation), Article 1 — Subject matter, scope and exemptions
- Regulation (EU) 2017/1129, Recitals 12-13 and Article 3(2), as amended by Regulation (EU) 2024/2809 (the "Listing Act") — Member State discretion to exempt small offers from the prospectus obligation
- Código dos Valores Mobiliários, Artigo 109.º(4) — isenção de prospeto para ofertas públicas de valor inferior a 12.000.000 €, na redação dada pelo Decreto-Lei n.º 171/2026, de 26 de agosto
- Código do Registo Comercial (Decreto-Lei n.º 403/86, de 3 de dezembro), Artigos 3.º(1)(r) e 15.º(2) — mandatory registration of a capital increase and the two-month filing deadline
- Código das Sociedades Comerciais (Decreto-Lei n.º 262/86, de 2 de setembro), Artigo 87.º — requisitos da deliberação de aumento do capital
Related questions
- Do these exemptions mean Portugal has no rule at all for public offers of securities?
- No. They only remove the obligation to publish a full prospectus. An offer that does not fit inside any exemption in Article 1(4) of Regulation (EU) 2017/1129, and that raises €12,000,000 or more in a 12-month period, still needs a CMVM-approved prospectus under Article 109 of the Código dos Valores Mobiliários before it opens.
- What counts as a "qualified investor" for the exemption?
- Regulation (EU) 2017/1129 defines qualified investors in Article 2(e) by reference to the professional-client categories in EU financial services law — mainly regulated financial institutions, large undertakings, and individuals who have formally opted up to professional-client status with their investment firm. A typical institutional venture capital fund usually qualifies; an individual angel investing from a personal account usually does not unless they have opted up.
- Does the €12,000,000 threshold reset every calendar year?
- No. Article 109(4) of the Código dos Valores Mobiliários calculates it over a rolling 12-month period for the same issuer or offeror, not a calendar year. Several smaller raises by the same startup inside any 12-month window are added together against the same €12,000,000 ceiling.
- Do we need to file anything with CMVM to use these exemptions?
- No. The exemptions in Article 1(4) of Regulation (EU) 2017/1129 and Article 109(4) of the Código dos Valores Mobiliários apply automatically once the conditions are met — there is no CMVM notification, filing, or approval step to rely on them. The filing that is mandatory is at the commercial registry, for the capital increase itself.
- What actually has to be filed at the commercial registry, and by when?
- The capital increase — the new share capital figure and the amended articles of association — is one of the facts Article 3(1)(r) of the Código do Registo Comercial lists as subject to mandatory registration. Article 15(2) of the same code sets a two-month deadline from the date of the shareholders' resolution (or notarial deed, if one is used) to request that registration.
What this answer does not cover
- This page covers the prospectus question and the commercial registry filing. It does not cover Portugal's separate equity-crowdfunding-platform regime under Regulation (EU) 2020/1503, which has its own rules and thresholds.
- It does not cover an actual admission to trading on a regulated market (an IPO or stock exchange listing), which always requires a prospectus under Article 3 of Regulation (EU) 2017/1129, regardless of the amount raised.
- It does not cover the tax, Segurança Social, or beneficial-ownership (Registo Central do Beneficiário Efetivo) filings that a capital increase also triggers. The beneficial-ownership update alone carries its own 30-day deadline, separate from the two-month commercial registry deadline covered here.
- It does not analyse any specific investment instrument. Whether a convertible loan, SAFE-style agreement, or warrant itself counts as a "security" that triggers these rules depends on how that instrument is drafted, and needs its own legal review.
- It does not cover foreign direct investment screening, which can apply separately to certain non-EU investors regardless of the amount raised.
