private ownership
If ownership of a property is held in a company, i.e. a corporate entity, the transaction usually involves the purchase of the vendors’ interest in the company’s shares. In such cases corporate entities are usually based in Malta or Delaware for example, with the transaction subject to the jurisdiction of these bases. More recently we have seen some of these non-resident companies redomiciled to Portugal, creating a resident company ownership. Your lawyer will, in all situations, will not only do the necessary searches in Portugal with the respective entities mentioned above, but also investigate the history of the company with the assistance of the company managing the shareholding and carry out the due diligence.
Once approved, a Share Purchase Agreement will be drawn up and an agreed deposit paid. The completion of the transaction is agreed between the two parties’ lawyers and since this is not a notarial deed, the usual taxes associated with personal ownership are not applicable, for a non-resident company (currently 7.5% purchase tax plus 0.8% stamp duty on property whose deed value exceeds 1.050.400€, anything less is on a sliding scale, see purchase costs section)
Since 2018, it is mandatory to inform the respective authorities on the change of shareholder(s), whether from a resident company or a non-resident company. The Portuguese government considers any gain from a company sale as income generated in Portugal. However, depending on the beneficiary’s tax residency, exceptions may apply.
Residents and Non Residents
Whether you reside in Portugal or not, selling your property will subject any profit from the sale to capital gains tax. As of January 2023, the capital gains tax is calculated on 50% of your total gain. The tax is applicable to your income within your country of residence, in accordance with the Portuguese progressive income tax rates. If your global income falls between 80,000€ to 250,000€, the tax rate applicable is 48%, but this applies only to half of your gain. For individuals whose global income exceeds 250,000€, the tax rate applicable is 53% on half of your gain. The maximum cap on capital gains tax for an individual resident or non-resident is set at 26% of the full gain, or half of the maximum tax rate applied to 100% of the gain.
Once approved, a Share Purchase Agreement will be drawn up and an agreed deposit paid. The completion of the transaction is agreed between the two parties’ lawyers and since this is not a notarial deed, the usual taxes associated with personal ownership are not applicable, for a non-resident company (currently 7.5% purchase tax plus 0.8% stamp duty on property whose deed value exceeds 1.050.400€, anything less is on a sliding scale, see purchase costs section)
Since 2018, it is mandatory to inform the respective authorities on the change of shareholder(s), whether from a resident company or a non-resident company. The Portuguese government considers any gain from a company sale as income generated in Portugal. However, depending on the beneficiary’s tax residency, exceptions may apply.
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