Revision to the Portuguese Securities Code - Capital Markets

Decree-Law No. 171/2026 (the “Decree-Law”) was published in the Official Gazette on 26 August, transposing into the domestic legal order Directive (EU) 2024/790 of the European Parliament and of the Council, which amends MiFID II, and implementing Regulation (EU) 2024/791 of the European Parliament and of the Council, both of 29 February 2024, while also partially transposing the legislative package known as the Listing Act, which comprises Directive (EU) 2024/2810 of the European Parliament and of the Council, Directive (EU) 2024/2811 of the European Parliament and of the Council, and Regulation (EU) 2024/2809 of the European Parliament and of the Council, all three of 23 October 2024, and Directive (EU) 2023/2864 of the European Parliament and of the Council, of 13 December 2023, concerning the European Single Access Point (“ESAP”).

The legislative revision introduced to the Portuguese Securities Code (“CVM”) aim to make capital markets in the European Union more attractive, namely by facilitating access to investment for small and medium-sized enterprises, simplifying regulations and strengthening legal certainty.

The Decree-Law entered into force on 1 September 2026, except for the regime applicable to ESAP, which enters into force on a phased basis from 10 July 2026.

In essential terms, the following aspects are highlighted:

   1. European Single Access Point (ESAP)

Within the scope of the powers of organisation and dissemination of information attributed to the CMVM, the European Single Access Point was established as a mechanism for the collection and centralisation of information that is mandatorily disclosed. Its creation does not give rise to any additional obligation for the entities covered, with the principle of single transmission of information being applicable.

   2. Shares with multiple voting rights

Issuers of shares with multiple voting rights become subject to enhanced disclosure obligations in the prospectus (or other admission document) and in the annual management report, namely regarding:

1. Detailed information on share categories, including shares not admitted to trading, their respective rights and obligations, the percentage of share capital and total number of votes they represent;
2. Restrictions on the transfer of shares and voting rights, including those that are or may be arising from shareholders’ agreements known to the company; and
3. Identification of holders with more than 5% of voting rights and persons authorised to exercise voting rights on behalf of those shareholders.

Regulated market operators or multilateral trading facility operators may not hinder the admission to trading of shares with multiple voting rights and must clearly identify them.

   3. Exemption from the public offering regime

The Decree-Law has broadened the exemption from the public offering regime and the obligation to prepare a prospectus for public offerings whose aggregate total value in the European Union is less than EUR 12 million (the previous threshold was EUR 8 million).

The duty to calculate and publish the results of a public offering is waived in the case of offerings directed exclusively at employees.

   4. Squeeze-out

The requirement of holding 90% of voting rights for the purposes of squeeze-out now coexists with the requirement of holding at least 90% of share capital, thereby aligning the national regime with Directive 2004/25/EC.

   5. Registration of segments of multilateral trading facilities as SME growth markets

With the transposition of the Listing Act, it is now possible for not only an SME growth multilateral trading facility in its entirety, but also a segment of such systems,  provided it is clearly separated, with its own identification code and distinct rules, to be registered with the CMVM as an SME growth market, thereby reducing the costs for the managing entities.

This concept does not arise in a vacuum: the European concept of SME Growth Market was introduced by MiFID II in 2018 and has already been implemented in several Member States – such as the Nasdaq First North Growth Market in Sweden and Euronext Growth in Italy.

   6. Admission of shares to trading on a regulated market

Although the minimum stock exchange capitalisation of EUR 1 million remains in force, the minimum share dispersion (free float) required for admission to trading on a regulated market is reduced from 25% to 10% of the subscribed share capital. Alternatively, the managing entity may consider the regular functioning of the market to be ensured with a lower percentage, provided that:

1. A sufficient number of shares is held by the public;
2. The shares are held by a sufficient number of shareholders;
3. The market value of the shares held by the public represents a sufficient level of the subscribed capital in the relevant share category.

   7. Admission of bonds to trading on an official listing market

The previous requirement for bonds representing a bond loan to total an amount of EUR 200 thousand was eliminated, representing a further easing of access to financing by market participants.