Investment Funds 2026 Comparisons

Under the RGA, AIFs may be structured either as (i) investment funds, in contractual form without legal personality, or (ii) SICs, which take a corporate form and have legal personality.

SICs are additionally subject, on a residual basis, to the PCC, except where corporate law provisions are incompatible with the specific nature and object of collective investment undertakings or with the RGA. This typically affects, among other matters, rules on share capital composition and variations, reserves, limitations on distributions, financial reporting, corporate reorganisations and squeeze-out regimes. SICs are also excluded from the special issuer regime applicable to securities traded on a regulated market under the Portuguese Securities Code (PSC).

Portuguese law broadly follows a principle of neutrality of legal form, under which AIFs established in contractual or corporate form are, as a general rule, subject to the same core regulatory framework. Differences arise mainly from the inherent characteristics of the corporate form, particularly regarding shareholders’ rights, governance arrangements and the manner in which investor participation is acquired or exercised.

Both investment funds and SICs must be managed by authorised entities subject to CMVM supervision (the “ManCo”), which in the case of auto-managed SICs is the entity itself (this being a less frequently adopted structure).

Corporate AIFs may either appoint an external ManCo or be structured as self-managed entities, in which case they must comply with the organisational, capital and governance requirements applicable to ManCos – ie, they are regulated both as an AIF and as a ManCo, but given their nature they can only manage one portfolio – this being the reason why the figure is scarcely used in practice, given it entails most of the regulatory and structure burden (including a minimum share capital of EUR300 000, even if it manages assets below the thresholds).

In practice, funds remain widely used, particularly in venture capital strategies, due to their operational flexibility and market familiarity, whereas SICs are frequently used in real estate structures and, recently, also in certain alternative investment strategies where governance visibility or corporate structuring considerations are relevant. Investors’ interests are represented by participation units in contractual funds and by shares without nominal value in SICs.

A further important distinction concerns whether AIFs are open-ended or closed-ended, determining whether participation interests are issued in a variable or fixed number and whether such participations may be redeemed at the request of investors in accordance with the investment rules.

For ease of reference, the term AIFs is used in this chapter to refer to alternative investment undertakings generally, whether structured as contractual funds or as SICs.

The process for setting up investment funds varies depending on the type of undertaking, its subscription model and the legal structure adopted, but it is in all cases subject to a regulatory procedure before the CMVM.

The RGA provides for both prior authorisation and prior notification procedures depending primarily on whether the AIF is publicly offered or privately placed and whether it is open-ended or closed-ended. Depending on the circumstances, this may take the form of prior authorisation, prior notification or notification subject to regulatory opposition.

Documentation requirements vary according to the type of undertaking, structure and investment strategy (in particular whether non-professional investors are targeted) but generally include the constitutive documents (such as the management regulations or also articles of association for SICs), investor disclosure documentation (including, if required, the prospectus or single document (including the management regulation) and the KIID, or the document for professional investors required in Portugal by the RGA) and contractual arrangements with key service providers such as the depositary, auditor and, where relevant, asset valuers. The sponsors shall also provide the CMVM with a registration request in the form approved by the CMVM.

The law requires that the submission of documents is made via CMVM’s electronic bureau called BUE, through a registered user acting for the entity (often the legal advisers preparing the submission and acting for the sponsor), using the pre-approved forms provided.

Timelines vary depending on the characteristics of the undertaking and the completeness of the documentation submitted and may range, in practice, from around one to two weeks (for certain straightforward prior notification processes the CMVM awards the registration number quite quickly) up to one month or three months (for processes involving prior scrutiny by the CMVM, such as the setting up of public subscription AIFs).

Investor Liability

As a general rule, investors in AIFs are not liable for the obligations of the AIF, and are only required to honour their capital contributions.

The legal framework allows for certain exceptions, as is the case with real estate AIFs. The management regulations of a privately placed closed-end real estate AIF may provide that investors assume the debts of the AIF, including liabilities arising after its dissolution, provided that:

• the general meeting of investors adopts a resolution in that regard; and
• the relevant creditors so agree. The governing rules shall specify whether such subsequent liabilities are attributable to the ManCo or to investors (up to the amount received by them).

As regards real estate AIFs, the law determines that where an AIF is the developer and the legal guarantee of buyers ends on a date after the AIF’s termination, certain amounts need to continue to be held in custody by the depositary for the relevant period, which is designed to allow for the investment structure to follow its route, while also protecting the legitimate interests of property buyers.

Segregation of Assets

This is a fundamental structural principle of AIFs, whose assets form a separate pool of assets allocated exclusively to the pursuit of the investment objective defined in its regulation, legally segregated from the assets of the ManCo, the depositary, the marketing entities and the investors.

As a result, the assets of the AIFs are not liable for the debts of third parties and likewise only the AIF’s assets are liable for its debts and liabilities (and not those of investors or to the entities involved in its management or operation – save for any direct liability of the ManCo towards investors or the provision of specific guarantees).

AIFs and ManCos are subject to:

• investor information obligations;
• public disclosure duties; and
• ongoing supervisory reporting to the CMVM.

These obligations typically include periodic financial reporting, investor disclosure documentation, risk/compliance disclosure, governance-related information and operational matters. CMVM Regulations further detail supervisory reporting requirements, including reporting templates, periodicities and content requirements.

Regarding investor-facing information, the RGA identifies as core constitutive documents the prospectus or single document (not applicable to closed-ended or AIFs marketed exclusively to professional investors), the management regulations, the key investor information document, the informative document for professional investors, and the articles of association of an SIC.

Information required by the RGA must be made available through CMVM’s information disclosure system, including the prospectus, management regulations, key investor information documents, the professional investors’ document and the annual and semi-annual financials (closed-ended venture capital AIFs being, due to their nature, an exception). Ongoing reporting to investors is also a requirement, including financial reporting, portfolio composition and periodic share/portfolio value.

Investor appetite for AIFs in Portugal is supported by a diversified investor base. According to recent market data, the number of investors in venture capital AIFs reached 17,020 by the end of 2024, representing an increase of approximately 14% compared with the previous year. Notably, around 82% of these investors were non-professional investors.

This trend has been influenced partially by incentives designed to attract investment into the innovation ecosystem, with many venture capital funds structured to qualify for the incentives available under the Portuguese System of Tax Incentives for Corporate Research and Development (SIFIDE), as well as to meet the eligibility criteria associated with residence-by-investment schemes (Authorisation for Residence for Investment Activity (ARI) commonly referred to as the “Golden Visa”). In general, the market appetite comprises both professional and non-professional investors, as well as corporates and individuals (the latter frequently corresponding to ARI investors).

AIFs may be managed by (i) Sociedades gestoras de organismos de investimento coletivo (SGOIC), that may manage both UCITS and AIF (but not exclusively venture capital AIFs), and designed to be multi-asset managers, or (ii) Sociedades de capital de risco (SCR), specialised alternative investment ManCos that may manage only AIFs, provided at least one is a venture capital AIF and the majority of AIFs are not real estate AIFs.

As a rule, the ManCo is a company by shares (sociedade anónima) and therefore needs to have either one single corporate shareholder or a minimum of five shareholders.

These entities are subject to prior authorisation and ongoing supervision by the CMVM, with large entities following a complete authorisation process and small entities a simplified one. The applicable framework imposes organisational and prudential requirements, including an exclusive corporate purpose, registered office and effective central administration in Portugal, minimum capital and own funds requirements, governance and internal control arrangements (including relating to risk and remuneration) and suitability requirements for directors and qualifying shareholders. These requirements are more demanding for Large ManCos governed under the AIFMD, and lighter for small local ManCos (following a logic of proportionality).

ManCos carry out portfolio management, risk management, and fund administration (including legal/accounting support, investor register, valuation and unit/share issuance and redemption processes, distribution of income and record-keeping), and may also market AIFs.

In general terms, AIFs may be marketed to both professional and non-professional investors. However, in the latter case, additional investor protection regulatory requirements apply – including as regards the  complaints management system, disclosure of documentation, governance arrangements and the assessment of appropriateness of the investment.

Certain requirements (in particular affecting portfolio composition, but also the obligation to appoint a custodian) only apply to AIFs directed at non-professional investors – for example, a minimum investment of EUR100 000 exempts venture capital funds from observing certain portfolio diversification obligations that would otherwise apply.

Differently, credit AIFs were traditionally targeted at professional investors, and the RGA broadened the possibility for such funds to be marketed to non-professional investors, thus enhancing the competitiveness of the market. Credit AIFs are not permitted to grant credit to certain entities, including, for example, natural persons, credit institutions, investors in the relevant AIF, the ManCo, the depositary and other AIFs.

Investment restrictions applicable to Portuguese AIFs vary depending on the specific category at stake and result from the law and each fund’s constitutive documents – including investment policy, strategy and risk profile.

Each sub-type of AIF may invest in assets compatible with its nature and denomination (ie, investment in companies in the case of  venture capital funds, in credits in the case of funds of credits and in real estate assets in the case of real estate AIFs). The RRGA requires that at least two thirds of the assets of the relevant AIF is invested in assets compatible with its nature after a period of two years (for venture capital and credit funds) or six months (for the remainder AIFs).

By way of illustration, real estate AIFs are generally limited to investments in real estate assets, related property rights, qualifying real estate companies, units in other real estate AIFs, hedging derivatives and liquidity instruments. Similarly, constraints apply on leverage, co-ownership structures, use of derivatives and the acquisition of assets subject to encumbrances. Additional limitations on concentration can also apply if the AIFs is publicly offered or open ended – in this latter case, the properties held by the AIFs must represent at least 25% of its total assets, each asset may not exceed 20% of the total portfolio, while leased properties have to represent at least 10% of the total portfolio.

Venture capital AIFs must primarily invest in equity, quasi-equity or debt instruments issued by companies with significant growth potential. Statutory diversification limits apply (typically restricting exposure to a single company or group) together with rules on related-party investments, certain financing activities and exposures to other venture capital funds, subject to specific exemptions in professional-investor contexts or where minimum subscription thresholds are met. Venturecapital AIFs may invest in other AIFs, provided they are also venture capital AIFs but they cannot invest in assets owned by companies directly or indirectly controlling their ManCo or provide security or grant credit for the acquisition of securities issued by them or the ManCo.

Credit AIFs may originate or acquire loans and participate in lending transactions, but are subject to borrower eligibility restrictions (including prohibitions on lending to retail individuals, credit institutions, related entities or fund participants), limits on derivative use (generally for hedging purposes) and enhanced conduct, disclosure and supervisory requirements broadly aligned with credit market practices.

Portuguese law does not prohibit the use of non-local service providers by AIFs, although certain functions are subject to specific requirements. Notably, the assets of a Portuguese AIF must be entrusted to a single depositary established in Portugal and duly authorised (the transposition of AIFMD II is not expected to significantly change the status quo).

For other functions, such as administration, advisory or technical support services, non-local providers may be used, subject to the ManCo retaining effective oversight and regulatory responsibility and the subcontractor having the requisite competence and regulatory licences. In practice, functions involving ongoing regulatory interaction or close operational proximity, such as compliance or audit, are typically performed by entities with a local operational presence, reflecting the need for effective interaction with the CMVM (a recent consultation by the CMVM on the compliance function for regulated entities clearly advises that the responsible compliance officer shall be a person domiciled in Portugal).

Non-local managers may carry out management and/or marketing activities in Portugal through distinct frameworks depending on whether they are established in an EU or non-EU EU member state, provided they follow the applicable administrative process for the specific activity and country of origin.

EU ManCos may operate via branch or freedom-to-provide services following home authority notification to CMVM. Ongoing conduct and reporting obligations may apply.

Third-country managers require prior CMVM authorisation based on a “reference member state” approach, including regulatory co-operation arrangements, Portuguese legal representative and conditions for effective CMVM supervision.

Fund establishment requires authorisation or prior notification with CMVM and timelines depend on AIF type, structure (open/closed-ended, self-managed) and marketing strategy (public/private).

Authorisation can take up to three months for self-managed large SICs. Private placement AIFs require prior notification, with CMVM able to oppose within 15 days.

CMVM may request clarifications within ten days; subsequent requests generally do not suspend timelines. Since RGA enactment, most AIFs follow a prior notification/post-constitution supervision model, typically taking a few weeks to obtain registration.

Pre-marketing activities are governed by the RGA, and defined as the provision of information on investment strategies to professional investors to assess interest in AIFs to be registered.

Communications must not amount to an offer or placement and information must be insufficient for investment decisions.

ManCos must document and notify pre-marketing to CMVM within two weeks of commencement.

Subscriptions within 18 months of pre-marketing are deemed formal marketing. A clear distinction between pre-marketing and marketing is required.

Marketing means direct or indirect offering/placement of AIF units/shares on behalf of the ManCo.

AIF units may be marketed by ManCo, depositary, credit institutions, CMVM-registered financial intermediaries (with or without underwriting) for placement or order reception/transmission, and other CMVM-authorised entities. Tied agents may be used. Marketing relationships require written agreements.

Marketing is subject to PSC conduct-of-business rules for financial instruments, including client asset safeguarding, investor information, appropriateness assessment, investor categorisation and order handling.

Marketing activities are subject to ongoing disclosure/investor protection obligations. Communications must be fair, clear, not misleading and consistent with offering documents and the CMVM may supervise promotional materials.

Portuguese AIFs may be marketed to professional and non-professional investors, subject to applicable protections. The RGA eliminated previous restrictions (eg, non-professional investor credit AIF limitations, minimum investment amounts). Indirect restrictions remain (portfolio limitations for certain AIFs with non-professional investors), but all AIFs may potentially be subscribed by all investor types subject to classification and appropriateness considerations.

Non-Portuguese AIFs marketed under AIFMD passport may only be marketed to professional investors following CMVM notification procedures.

AIF authorisation/notification encompasses distribution authorisation.

Whether prior authorisation or notification is required depends on:

• AIF/manager origin (Portugal, EU/EEA, third country);
• offering nature (public/private); and
• target investor base (professional/retail).

Marketing of Portuguese AIFs may commence once duly constituted under applicable CMVM procedure and no separate authorisation is typically required per marketing initiative. Authorisation encompasses marketing approval, constitutive documents, depositary appointment and ManCo designation.

EU/EEA AIFs managed by authorised AIFMs may be marketed to professional investors via AIFMD passport following home authority notification to CMVM.

Third-country AIFs/AIFMs require prior CMVM authorisation including supervisory co-operation and investor protection requirements.

Marketing must be conducted by authorised entities under the PSC and the RGA, and remains subject to CMVM supervisory oversight regarding communications, investor disclosure and conduct-of-business compliance.

AIF marketing is subject to PSC rules for financial instrument distribution, including client asset safeguarding, information provision, target market evaluation, appropriateness/suitability assessment, investor classification and order handling. Public offer processes entail additional disclosure and CMVM communications.

EU AIFMs distributing in Portugal must ensure subscription/redemption processing capacity and investor documentation provision (via electronic means, in Portuguese, English or CMVM-approved language); no Portuguese physical presence or representative is required.

Third-country managers must notify CMVM of changes to initial EU distribution strategy.

Investor protection is governed by the RGA, PSC and applicable EU legislation, including marketing restrictions, enhanced disclosure and regulatory reporting.

Certain AIFs are reserved for professional/qualified investors; others may be available to non-professionals subject to enhanced safeguards, investment limits and suitability/appropriateness assessments as part of the process.

Documentation varies by fund type and investor category: non-professionals receive fuller disclosure (prospectus, KID) while professionals may receive streamlined documentation. Extensive disclosure obligations require key pre-investment information (strategy, risks, costs, liquidity, conflicts) and ongoing disclosure (annual reports, material changes).

Costs/charges must be transparent, and costs not in constitutive documents or not justified by prudent management may not be charged to the fund or investors.

ManCos have civil liability towards investors, must maintain complaints-handling procedures for non-professional investors and must report periodically to CMVM on funds under management, prudential capital, material changes and regulatory compliance.

Where marketing ceases, certain investor protection obligations continue, including information duties and pre-marketing restrictions.

The CMVM maintains open dialogue with market participants through formal channels, including technical discussions and meetings as part of supervisory processes.

CMVM provides an electronic platform (BUE) for managing authorisation and other processes using standardised forms, and publishes helpful resources including RGA/RRGA consultation responses, Q&A documents, and an Annual Circular on Asset Management identifying regulatory outlook, priorities, legislative changes and supervisory themes. The 2026 Circular noted 2025 supervisory concerns including introducer/finder agreements, KID/promotional information and suitability assessment practices.

CMVM encourages early engagement in complex/innovative structures and is generally open to pre-meetings with prospective ManCo/AIF sponsors.

UCITS are open-ended collective investment undertakings investing in transferable securities and eligible liquid assets. They may be established as investment funds (contractual, no legal personality) or SICs (corporate form with legal personality), as explained in 2.1.1 Fund Structures. UCITS must be managed by an authorised ManCo (except self-managed SIC).

Investors hold participation units (funds) or shares (SICs).

ManCos are limited to SGOICs and SCRs. SGOICs manage UCITS and AIFs (must include UCITS); SCRs manage only AIFs since UCITS require management by SGOIC (or SCR meeting SGOIC requirements). More demanding rules apply to SGOICs and Large SCRs.

For this chapter, “retail funds” primarily means UCITS, though certain other undertakings may also be marketed to retail investors.

UCITS setup broadly follows AIF structural steps (see section 2.1.2 Common Process for Setting Up Investment Funds) but requires prior CMVM authorisation and enhanced scrutiny reflecting retail distribution and higher investor protection standards.

UCITS authorisation involves submission of constitutive documentation, prospectus, KID (where required for retail) and service provider contracts (eg, depositary).

Timelines depend on submission completeness and strategy complexity. RGA timelines for UCITS (excluding self-managed SICs): initial ten days for CMVM information requests, ten days to respond, then 15 days for decision.

For retail-marketed UCITS, the PRIIPs KID typically serves as pre-contractual disclosure. Professional-investor marketing may differ but remains subject to conduct-of-business rules.

The limited liability regime applicable to investors in retail investment funds mirrors that applicable to AIFs (see 2.1.3 Limited Liability), with investors’ liability generally limited to the amount of their investment.

UCITS disclosure/reporting aligns with UCITS Directive requirements.

Requirements include prospectus, PRIIPs KIID, annual/semi-annual reports (and SIC articles where applicable). Documents must be disclosed via CMVM’s information system and third-party distributor websites (prospectus, KIID).

Annual reports must be published within four months of year-end; half-yearly reports within two months of period-end.

ManCos must publish quarterly information on asset composition, NAV, off-balance sheet liabilities and outstanding units/shares in RRGA format.

Retail funds are primarily intended for non-professional investors with emphasis on investor protection, transparency and conduct safeguards. Compared with AIFs (see 2.2.1 Types of Investors in Alternative Funds), they offer greater liquidity, open-ended structure, diversification and standardised disclosure.

Distribution is through authorised financial intermediaries (credit institutions, investment firms, tied agents), subject to conduct-of-business rules including investor categorisation, disclosure and suitability/appropriateness assessments.

UCITS may also attract professional/institutional investors depending on strategy and market conditions.

Retail ManCo structure and requirements align with AIFs (2.2.2 Legal Structures Used by Fund Managers). ManCos must be joint-stock companies meeting RGA organisational, prudential and governance requirements. UCITS must be managed by SGOIC (or SCR meeting SGOIC requirements).

UCITS are not generally subject to structural “access restrictions” by investor type; instead, investor protection is achieved primarily through the UCITS product rules (eligible assets, diversification, liquidity) and through distribution and conduct-of-business requirements applicable to the marketing entity (eg, categorisation of clients, suitability/appropriateness assessments and disclosure obligations).

The UCITS regulatory regime is based on the RGA (implementing the UCITS Directive), directly applicable EU legislation and RRGA. UCITS are subject to strict rules on eligible assets (in line with the UCITS Directive), diversification, liquidity and valuation, reflecting their open-ended nature and retail investor protection objectives (set out in RGA annexes).

Mandatory constraints are complemented by each UCITS’s constitutive documents, under CMVM supervision. UCITS ManCos face stricter requirements than Small AIFs ManCos.

The requirements applicable to non-local service providers involved in retail investment funds largely mirror those applicable to AIFs (see 2.3.2 Requirements for Non-Local Service Providers), including the requirement that fund assets be entrusted to a single depositary established in Portugal. However, the depositary of a UCITS is subject to a stricter liability regime and enhanced oversight duties than its AIF equivalent, and its replacement requires prior authorisation from the CMVM rather than mere notification. As with AIFs, particular emphasis is placed on the service provider’s experience, operational capacity and compliance with harmonised EU standards.

Non-local managers may manage/market UCITS via passporting. The UCITS framework provides higher harmonisation than AIFMD, meaning EU ManCos may passport following home authority notification to CMVM (including constitutive documents, annual report, marketing conditions). Marketing may commence immediately upon notification (more streamlined than AIFMD).

Third-country managers require CMVM authorisation under non-harmonised regime, having to demonstrate equivalent investor protection and reciprocity – materially more burdensome than EU managers.

All non-local managers marketing UCITS in Portugal must maintain local facilities for subscriptions/redemptions, complaints and Portuguese documentation.

Retail investment funds require prior CMVM authorisation. The approval process is more detailed than for AIFs, reflecting UCITS framework requirements and enhanced retail investor protections.

See 3.1.2 Common Process for Setting Up Investment Funds for process details and timelines.

There is no UCITS-specific pre-marketing regime. According to the CMVM, pre-marketing has been excluded for UCITS and non-professional investors. Early-stage investor communications must comply with general UCITS marketing and disclosure rules and remain fair, clear and not misleading.

UCITS units may be marketed by the ManCo, depositary, credit institutions and CMVM-registered financial intermediaries (with or without underwriting) for placement or reception/transmission of orders, and other CMVM-authorised entities. Tied agents may be used where permitted. Marketing relationships must be governed by written agreements, and distributors must ensure proper transmission of investor information and orders.

Retail fund marketing is subject to stricter conduct-of-business and disclosure requirements than AIFs (see 2.3.6 Rules Concerning Marketing of Alternative Funds), reflecting enhanced UCITS investor protections.

Marketing activities are governed by PSC conduct-of-business rules for financial intermediaries, including requirements for safeguarding client assets, investor information, appropriateness assessments, investor categorisation, intermediation agreements and order handling, to the extent consistent with UCITS rules.

Where a UCITS invests predominantly in non-standard asset classes or replicates an index, marketing materials must prominently reference this investment policy.

Marketing communications must warn prominently where NAV may exhibit significant volatility due to portfolio composition or management techniques.

Retail investment funds may be marketed to professional investors, non-professional investors and eligible counterparties, subject to applicable marketing, disclosure and investor protection rules.

The marketing authorisation/notification process depends on whether the UCITS is Portuguese or EU/EEA-established and whether marketing is domestic or cross-border.

• Portuguese UCITS: Marketing may commence once the UCITS is authorised or registered under the RGA/RRGA and required investor documentation is available. No separate authorisation is typically required for individual marketing initiatives; distribution depends on the UCITS’ regulatory status and distributor compliance with conduct-of-business and disclosure requirements.
• EU/EEA UCITS: Marketing may proceed under the UCITS passport following notification between the home authority and CMVM. The notification file includes the notification letter, updated constitutive documentation, recent periodic reports and a UCITS compliance certificate. Marketing may commence once the ManCo is informed that the file has been transmitted to the CMVM, subject to ongoing update notifications for material changes.
• Third-country funds: Funds established outside the EU/EEA do not benefit from the UCITS passport; their marketing in Portugal is assessed under applicable national and EU frameworks for non-UCITS products.

Ongoing obligations largely mirror those for AIFs (see 2.3.9 Post-Marketing Ongoing Requirements), though UCITS reporting and disclosure requirements are generally more frequent and detailed, including annual and semi-annual reports and an up-to-date key information document (KID/DIF).

Investor protection rules for retail funds are significantly more stringent than for AIFs, reflecting UCITS objectives and focus on safeguarding non-professional investors.

UCITS may be marketed to all types of investors, but robust protections apply where non-professionals are involved, including enhanced disclosure, suitability/appropriateness assessments by distributors and mandatory redemption rights.

Investor disclosure obligations include provision of the prospectus and PRIIPs KID prior to investment, covering strategy, risks, costs, liquidity and conflicts of interest. Ongoing requirements include annual and semi-annual reports and notification of material changes.

Costs and charges must be transparent and properly disclosed. Costs not provided for in constitutive documents or not justified by prudent management may not be charged to the fund or investors.

ManCos must also report periodically to the CMVM, maintain prudential capital levels and notify material changes. These obligations are generally more frequent and detailed under UCITS than AIFs.

The CMVM’s supervisory approach to retail funds is broadly consistent with that for AIFs (see 2.3.11 Approach of Regulator), though scrutiny and ongoing interaction are typically higher due to the retail nature of the product.