Businesses for sale in Portugal — what follows the buyer, by law
The listing will tell you the price and the location. It will not tell you which of the seller’s obligations arrive with the keys. In Portugal the answer is written article by article, and it is not the one most buyers assume: most debts stay behind, one kind follows you whatever the contract says, and the staff come with the business.
What this page is not. We do not advertise businesses, we are not brokers, and we take no commission from any sale. There is no catalogue here.
And one honest limit. Our own count of asking prices and time on the market covers Spain only — we have not counted the Portuguese market, and we will not quote numbers we did not measure. What this page gives you instead is the law that decides what you inherit, with every article named so you can open it yourself.
Start with the word: a trespasse is defined by when it does not happen
Art. 1112.º of the Portuguese Civil Code does not say what a trespasse is. It lists when there is none: when the elements that make up the establishment are not transferred together, and when the premises are turned to a different line of business. In either of those cases the tenant’s position simply does not pass to the buyer — whatever the parties called their contract.
The same article requires written form and notice to the landlord, gives the landlord a right of first refusal on a sale, and lets him terminate the lease if the use changes afterwards.
That is why “we are selling the business” and “you are getting the lease” are not the same sentence in Portugal. Read the detail in what a trespasse is, in Portuguese law and in trespasse versus cessão de quotas.
Which of the seller’s debts arrive with the keys
| Kind of debt | Does it follow the buyer? | Where it is written |
|---|---|---|
| Private and commercial debts of the seller | Not automatically — a debt moves to a new debtor only where the creditor consents | Civil Code art. 595.º; applied to a trespasse by the Supreme Court |
| Social Security contributions | Yes — jointly and severally, and a contrary clause in your contract is void | art. 209.º Código dos Regimes Contributivos |
| Unpaid wages | Yes — you step in as the employer, and that is not time-limited. The two-year period in the statute is how long the seller stays jointly liable alongside you; it does not end your own liability | art. 285.º(1) and (6) Código do Trabalho |
| The seller’s labour-offence fines | Yes — liability passes to the buyer | art. 285.º(1) Código do Trabalho |
The middle row is the one that surprises people. A buyer who negotiated a clause stating that all liabilities remain with the seller has, on that particular debt, negotiated nothing: the Contributory Code makes the clause void. The protection is not a clause. It is finding out the number before you sign.
Compared with Spain, the shape is different in a way worth knowing if you are looking at both countries: Spain attaches broad successor liability for the seller’s tax debts to whoever continues the activity, with a certificate that caps it. Portugal does not do that with private debt, and does do it with Social Security. Side by side in do the seller’s debts follow you? Spain vs Portugal.
The staff come with the business — if an economic unit moved
Employees do not transfer because you “bought the business”. They transfer because an economic unit that keeps its identity changed hands, which is the test in art. 285.º of the Labour Code. Where the unit does transfer, seniority and terms carry over, and a worker may refuse to transfer where the buyer’s solvency is in doubt.
Where it does not — for instance where a client merely re-awards a service contract and no staff or organised resources move across — Portugal’s Supreme Court has held there is no transfer of undertaking at all. Which side of that line your deal falls on is a question of facts, not of what the contract calls itself.
Full treatment, both countries: do the employees come with the business?
If it is a guesthouse or short-let: the registration, and the containment areas
Buying a short-let in Portugal raises a question that changed twice in two years. The 2023 rule under which an Alojamento Local registration lapsed on transfer was rolled back in October 2024; under the consolidated regime a change of owner is not in itself a ground to cancel the registration, and every AL simply needs a titular da exploração.
What still bites is geography. In containment areas the municipality can oppose a new registration within a fixed period, can cancel one installed in breach, and can limit the transferability of new registration numbers for certain property types. The deal turns on the exact registration number and on the containment status of that address — both checkable before you pay.
Detail and articles: does the Alojamento Local licence transfer?
Four questions worth asking before you send a deposit
- What is the establishment’s Social Security position? This is the debt that follows you regardless of what the contract says. Ask for it in writing, and ask early.
- Is the landlord on notice, and what does the lease permit? A trespasse requires written form and notice; the landlord holds rights the buyer never negotiated for.
- Which elements are being transferred, and are they moving together? If they are not, art. 1112.º may mean there is no trespasse at all — and no lease for you.
- Who are the employees, since when, and on what terms? Seniority arrives with them, and so does anything unpaid. The seller stays jointly liable for two years; your own position as the new employer has no such cut-off, so the two years are not a deadline after which the question goes away.
Every article named on this page is public and free to open. Where we screen a specific deal, each source is listed with the date it was consulted, and the things no search can reach are named in the same document.
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