Paulo Silva Silva Lawyer
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Structuring a transaction well before buying protects the value, the financing and the tax efficiency of the investment. I advise investors, developers and owners on how to acquire, with whom and through which vehicle — integrating contractual, land‑registry, planning and tax analysis.

When it makes a difference

  • Acquisition through a special‑purpose vehicle (SPV) or in co‑investment.
  • Development operations or acquisition of an income property.
  • Investment by non‑residents, requiring a tax number (NIF), representation and planning.
  • Restructuring of real estate held by individuals or companies.

What I handle

Structure of the transaction

  • The choice between personal name and SPV, according to risk, financing and taxation.
  • Incorporation and organisation of the special‑purpose vehicle; coordination with bank financing.

Investment and shareholders’ agreements

  • Investment agreement: contributions, governance and exits.
  • Shareholders’ agreement: resolutions, deadlocks, pre‑emption rights and exit mechanisms.

Taxation of the transaction

  • Map of IMT, Stamp Duty, IMI/AIMI, capital gains and VAT on the operation.
  • Impact of the non‑resident regime and planning before signing.

Share deal

  • Due diligence on the company and the property; warranties and price retentions.
  • Share purchase and sale agreement and conditions precedent.

What you receive

  • A structuring memorandum with the personal‑name/SPV decision matrix.
  • The investment and shareholders’ agreements appropriate to the operation.
  • The tax map of the transaction and the conditions to safeguard.

Frequently asked questions

SPV or personal name?

It depends on the objective, the time horizon, the financing and the expected tax burden. The decision should result from a matrix comparing acquisition cost, ongoing taxation and exit, not from a single rule.

I am a non‑resident investor. Where do I start?

By obtaining a tax number (NIF) and, where applicable, representation, followed by structuring the acquisition and the tax map. Due diligence and a CPCV with conditions precedent protect the deposit from a distance.

Related reading

Areas covered

Support for transactions across Greater Lisbon — with particular proximity to Cascais, Oeiras, Sintra and the South Bank — and, by video conference, throughout the country.

Information and contact

Office at Lagoas Park, Building 7, in Oeiras. Meetings in person or by video conference, in Portuguese, English and Spanish.

Notice: before sharing documents, deadlines or the identity of the counterparty, please await confirmation that there is no conflict of interest and acceptance of the engagement. The information on this page is general in nature and does not constitute legal advice.

Information and contact

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