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- Tax, Live in Portugal
Selling Shares in a Micro or Small Company in Portugal: Only 50% of the Gain Is Taxed
🏢 The Benefit
When an individual sells shares or quotas (partes sociais) in a micro or small company that is not listed on a stock exchange, the positive balance between gains and losses is considered at 50% of its value.
- Taxed at the special rate of 28% on the 50% → an effective rate of 14% on the gain
- Or aggregated with other income, by option, at progressive rates
📏 What Is a Micro or Small Company?
The definition follows the EU criteria (Decree-Law 372/2007):
- Micro: fewer than 10 employees and annual turnover or balance sheet total up to €2 million
- Small: fewer than 50 employees and annual turnover or balance sheet total up to €10 million
The company must meet these criteria (and, in principle, hold the corresponding certification), taking into account any group or partner companies.
✅ Conditions
- The rule applies to gains taxed in Portugal. Non-residents should first check the tax treaty, which often gives the right to tax gains on shares only to their country of residence
- The shares must not be listed on regulated or non-regulated markets
- The company must qualify as micro or small at the relevant time
🧮 How to Calculate
Gain = Sale price – Acquisition value – Expenses
- Acquisition value: the price paid for the shares (or the capital contributed), or the Stamp Duty value if inherited or gifted
- Expenses: costs directly related to the sale (for example, legal fees, valuation reports)
Example: you founded a company with €10,000 and sell your quotas for €210,000. Gain = €200,000. Taxable = €100,000 × 28% = €28,000.
⚠️ Points to Watch
- Value of the sale: the tax authority can correct the sale price if it considers it lower than the real value (Article 52 — divergence of values), for example based on the company’s equity
- Sales to related parties: must follow arm’s length terms
- Companies holding mainly Portuguese property: may have specific rules, including for non-residents
- Tax havens: buyers or structures in tax havens can lead to higher rates or non-deductible losses
➖ Losses
If you sell at a loss, the loss (also considered at 50%) can be offset against other category G gains in the same year and, if you aggregate, carried forward for five years (Article 55).
💡 Practical Tips
- Check the company’s size in the year of the sale — keep the certification.
- Document the acquisition value — capital contributions, purchase agreements.
- Get a valuation if the price could be questioned.
- Compare 28% vs aggregation — for moderate incomes, aggregation may be better.
🚀 Final Considerations
The 50% rule for micro and small companies makes selling a small business in Portugal significantly more tax-efficient. With the right documentation and a defensible price, you can benefit from an effective rate of around 14%.
📢 Expert Advice: Before negotiating the sale of your company, confirm it qualifies as micro or small and prepare a valuation to support the price.
Selling your company in Portugal? Step Inside Portugal’s tax team can calculate the tax and plan the sale — find out more about our tax services here. ✨
This article is for general information only and doesn’t constitute tax or legal advice. Each sale should be analysed individually.
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- Blog Post
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- Tax, Live in Portugal
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