Portugal keeps more of its paper trail in public view than most buyers expect — court judgments, company publications, the machinery of enforcement. And yet one of the clearest business-purchase disasters in the Portuguese case law happened precisely in the gap between what is public and what a buyer actually checked. A restaurant was sold to someone who had said she would only buy a business free of debt; a judicial seizure already sat over the establishment’s assets, and the seller said nothing. This note maps which records exist, what each one can and cannot show, and why the free enforcement list — the obvious place to look — would not have caught this particular seizure.
Basis for the case below: a published decision of the Portuguese courts (public judicial database, dgsi.pt) — Tribunal da Relação do Porto, processo 0150272, 2 April 2001, document RP200104020150272, relator Fonseca Ramos. The reference is cited so you can read the court’s own sumário and verify the reasoning independently. Parties are not named in this text; all facts are as stated by the court. No client cases are described here.
1. The seller’s silence about the debts undid the whole trespasse — and fraud never had to be proved
During negotiations for the trespasse of a restaurant, the buyer stated firmly, from the start of the negotiations, that she would only acquire the establishment if it were completely free of any debt or encumbrance. The seller voluntarily withheld the existence of pending debts — a judicial seizure (penhora) already sat over the establishment. The Court of Appeal of Porto held the requirements for voidability for error to be met, and the legislation the decision runs on is listed in the judgment itself: arts. 227.º, 247.º, 251.º and 762.º of the Código Civil — the pre-contractual duty of good faith alongside the rules on error.
The court’s own summary names three requirements, and it is worth reading them as a checklist rather than as legal theory: that the error existed; that the matter it bore on was essential for the person declaring; and that the other party knew of that essentiality. Notice what is absent from that list: fraud. The buyer had said the thing out loud, the seller knew it mattered, and the seller withheld anyway. That is why putting «I will only buy if the business is free of debts and encumbrances» in writing is not a pleasantry — in this judgment it is the element that made the third requirement provable.
What the buyer got back: the price she had paid — 3,500,000$00 in cash plus cheques totalling 10,000,000$00, roughly €67,300 at the fixed escudo conversion rate — with default interest from the summons. She handed the restaurant back. Years of litigation, to arrive where one written sentence and one document request would have left her before the deposit.
Source: Acórdão do Tribunal da Relação do Porto, proc. 0150272, 2 April 2001, read in the court’s own sumário and text at dgsi.pt on 19 August 2026. Longer treatment in our published note on the seizure the seller did not mention.
2. Social Security debts follow the buyer — and the contract cannot say otherwise
Whatever the trespasse deed says, art. 209.º(2) of the Código dos Regimes Contributivos (Lei 110/2009) is blunt: on a trespasse, a cessão de exploração or an assignment of contractual position, the transferee responds jointly and severally with the transferor for the Social Security debts existing at the date the deal is concluded — «sendo nula qualquer cláusula negocial em contrário»: any contractual clause to the contrary is void. You cannot buy your way out of this with drafting, and a seller’s written promise to indemnify you is worth exactly what the seller is worth afterwards.
The same article has a first paragraph most buyers never hear about, and it matters if you are buying the company rather than the business. Where a transfer of quotas is registered that means the majority of the share capital passes to new shareholders, art. 209.º(1) requires the act to be accompanied by a declaration evidencing the company’s contributory position. So the cessão de quotas route has a Social Security document built into the registration step itself — which makes «we will sort that out later» a claim you can test against the statute.
Source: Código dos Regimes Contributivos do Sistema Previdencial de Segurança Social (Lei 110/2009, consolidated), art. 209.º(1) and (2) — read at Diário da República on 19 August 2026. Comparison with Spain in our note on which of the seller’s debts follow you.
3. Private trade debts are the one category that does not follow automatically — and buyers over-read that rule
A specific private, commercial debt of the seller — a supplier account, a bank loan — does not become yours automatically on a trespasse. It binds you only if you assume it and the creditor agrees: assumption of debt, Código Civil art. 595.º (the Supreme Court decision usually cited on the point is STJ, processo 088194, 30 April 1996, indexed at dgsi.pt under trespasse, transmissão de dívida and assunção de dívida).
But that is the private-debt rule only, and it is the rule buyers remember while forgetting the rest. Social Security follows by statute (point 2). Tax carries its own successor exposure. The employees transfer with the business, keeping their rights, and an imposed labour fine transfers with them (art. 285.º Código do Trabalho — see our staff-transfer note). «Assets-only» is never «debt-free»; in Portugal it is at most half-true, and which half you are standing on depends on the category of the debt, not on the wording of the deed.
Where to look — and the boundary of each source
Court decisions and statutes are free and open. Published decisions, including enforcement and insolvency litigation, are searchable at dgsi.pt — both judgments above live there, and the references in this note are given precisely so you can read the sumários yourself rather than take our word for them. Consolidated statutes are free at diariodarepublica.pt. Boundary: dgsi.pt publishes court decisions, mostly appellate. It is not a register of live enforcement, and a penhora that is still open will usually not appear there at all.
The free enforcement list — and the precise reason it would have missed the Porto seizure. There is a free, public, name-searchable portal, the Lista Pública de Execuções, with no lawyer credential needed: search by the debtor’s name (or just its first letter), by document number (NIF, BI, passport or driving licence), or by case number, with a filter for the last 15 days, the last 30 days, or all. On 19 August 2026 it held 109,872 records.
Read what the portal says it is, in its own words, before relying on it: it identifies executados against whom sufficient attachable assets could not be found to pay the debts. That is a defaulter list, not a live docket — and the distinction is exactly the Porto case. A seizure sitting over the assets of a functioning restaurant is a proceeding that did find assets, so nothing about it would put the seller on this list. There is a second reason a nil result proves little: the portal states that a debtor may have their name removed at any time by paying the debt to the enforcement agent, or by joining a payment plan through one of the bodies recognised for the purpose. Proves: that a name is, or is not, in this list on the day you searched. Does not prove: that no enforcement is running. That question goes to the seller, in writing, and to registry-grade documents.
Company acts and insolvency publications. publicacoes.mj.pt is the free source for the acts a company must publish — incorporation, appointments, dissolution, insolvency decisions — and the same site is where a certidão permanente and the annual-accounts certificate (IES) are requested. Boundary: its coverage can lag the underlying court or registry record, and it is a page-by-page HTML search with no bulk export. So a search there is a dated, logged check — no publication found for this name, on this source, on this date — not a real-time feed.
And the category no register holds at all. Ordinary supplier debts appear in no public register anywhere. The creditors who arrived after the Porto closing were of that kind. Demand the accounts-payable position in writing; and if key suppliers will only deal with the seller cash up front, they know something about the business that no portal will tell you.
Request before any deposit
Your condition, in writing: «I will only buy if the business is free of debts and encumbrances.» In the Porto judgment, the buyer having said this — and the seller having known it mattered — is what made the case.
A written statement that no penhora or enforcement action touches the business, the seller or the premises — with registry-grade documents behind it, not assurances.
Certidões de não dívida from both Finanças and Segurança Social — remembering the art. 209.º(2) liability that no contract clause can waive. On a share deal, ask to see the art. 209.º(1) contributory declaration that the registration itself requires.
The accounts-payable position in writing — supplier debts live in no register, so «trust me, there is nothing outstanding» is a sentence with no source behind it.
The staff list with hire dates — employees and their rights transfer with the business (art. 285.º CT).
Your own pass on dgsi.pt and the Lista Pública, logged with the date and the exact queries. Absence is absence from that source, on that day, searched that way — nothing stronger, and never shortened into anything stronger.
A prompt worth stealing
Fill the brackets and paste into any AI assistant:
I am negotiating to buy a small business in Portugal: [describe the business or paste the listing text]. Draft a polite, firm letter to the seller, in English and in Portuguese, that (1) states my condition in writing: I will only buy if the business is free of debts and encumbrances; (2) requests the documents — the certidões de não dívida from Finanças and Segurança Social, a written statement that no penhora or enforcement action touches the business, the seller or the premises, with registry-grade documents behind it, the accounts-payable position in writing, and the staff list with hire dates; and (3) asks for each answer in writing, not by telephone. Do not tell me whether the listing is genuine or the business is sound — questions and document names only.
The assistant drafts questions; it does not check the business.
Reading the records is the free layer. Reading the seller’s documents against them — which debts follow the activity, what the contributory position actually says, what the deed does and does not carry — is the paid layer, for your specific deal.
Check my deal →Sources and access, each opened and confirmed working on 19 August 2026: Tribunal da Relação do Porto, proc. 0150272 (02.04.2001) and STJ, proc. 088194 (30.04.1996) — read at dgsi.pt; Código dos Regimes Contributivos (Lei 110/2009), art. 209.º — Diário da República; Lista Pública de Execuções — citius.mj.pt (also reachable through justica.gov.pt), record count and description of scope taken from the portal’s own page on that date; company acts and insolvency publications — publicacoes.mj.pt. Código Civil arts. 227.º, 247.º, 251.º, 595.º, 762.º and Código do Trabalho art. 285.º are cited as they appear in the decisions and notes referenced. Related reading: the seizure the seller did not mention · which of the seller’s debts follow you · staff transfer in a Portuguese services business. The case summary condenses one judgment and may not reflect its full context or later history. General information about how the rules and the sources work — not legal advice; what any record means for a specific transaction is a question for a Portuguese advogado. This article is not a statement about any listing, seller or business, and no client cases are described here.