11 june 2026
Background
The Portuguese Tax Authorities (PTA) have recently issued a relevant position regarding the application of the participation exemption regime to the transfer of shareholdings in companies with real estate exposure.
Although the regime provided for under Article 51-C of the Portuguese Corporate Income Tax Code may allow capital gains arising from the transfer of shares to be excluded from taxation, its application should be carefully assessed where the company whose shares are being transferred directly or indirectly holds real estate assets located in Portugal.
In particular, situations involving real estate development companies, investment vehicles, holding structures, joint ventures, corporate reorganisations or partial transfers of shareholdings may require a prior review of the intended tax treatment.
In this respect, the recent position adopted by the Portuguese Tax Authorities reinforces the importance of a substance-based analysis, which should not rely solely on the accounting classification of assets or on a generic description of the company’s activities. Instead, the position adopted should be supported by coherent and consistent documentation that is properly aligned with the company’s actual operational reality.
Recommended approach
From the above, Nexia proposes to carry out a preventive review for its clients, namely groups, investors and companies with real estate exposure, with the aim of identifying potential tax risks before the implementation of corporate transactions or restructuring operations.
This analysis may be particularly relevant for entities that:
• hold shareholdings in companies that own real estate assets in Portugal;
• are considering a sale, the entry of investors or a corporate reorganisation;
• use real estate vehicles, holding companies or joint venture structures;
• carry out real estate development, construction-for-sale or real estate asset management activities;
• wish to confirm the eligibility of a future transaction for the participation exemption regime.
We believe that an early review may be crucial in mitigating tax risks, avoiding significant tax contingencies and ensuring that the available documentation is sufficient to support the intended tax treatment.
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As informações acima não pretendem ser uma análise exaustiva à totalidade das alterações ao regime legal vigente, mas uma seleção daquelas que entendemos serem as mais relevantes, e não dispensam a consulta da nossa Empresa e/ou diplomas às quais as mesmas se referem.
Para mais informações contacte: Catarina Breia (+351 91 7575 832 ou cbreia@pt-nexia.com) do nosso Departamento Fiscal.
