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. Your lawyer will, in these situations, not only do the necessary searches in Portugal with the respective entities mentioned above, but also investigate the history of the company 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.
New alteration to the state budget in 2018 has been introduced for the sale of company shares. 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.
The purchase of a company registered in a white listed jurisdiction will be exempt from the Purchase tax and notary fees.
Property owned in white listed company structures will pay AIMI (Flat rate) of 0.4% in addition to the IMI as discussed in the buying costs.
The annual fee for the management company looking after the accounts of this structure in its respective jurisdiction is approximately €2.000 – €3.000 (some jurisdictions may differ).
When selling a company structure the Capital Gains tax applicable is 25% subject to exceptions to discuss with your tax expert.