In a cleaning company, a laundry or a repair workshop, the main asset walks out of the door every evening and comes back the next morning. There is no machine, licence or address that produces the revenue — the staff are the business. Which makes Portuguese labour law not a compliance footnote on your purchase, but the document that decides what you are actually buying. The rule is written in art. 285.º of the Código do Trabalho, and Portugal’s Supreme Court has said how it is applied — including when it does not apply, which surprises buyers in both directions.
1. The staff transfer when an «economic unit» transfers — and a labour fine can come with them
Art. 285.º(1) of the Código do Trabalho (Lei 7/2009): on a transfer, by any title, of a company or establishment (or part of one) constituting an economic unit, the employer’s position in the employment contracts passes to the acquirer — together with, in the same sentence, liability for payment of a fine imposed for a labour offence (coima aplicada pela prática de contra-ordenáção laboral). Art. 285.º(5) defines the economic unit: an organised set of means forming a productive unit with technical-organisational autonomy that keeps its own identity.
So the trigger is not the word trespasse on the deed. It is whether an organised, identifiable unit changed hands.
2. The Supreme Court’s test cuts both ways — and for service businesses it turns on the people
Portugal’s Supreme Court has held, in the labour-intensive context of private security, that there is no transfer of establishment where a client simply awards its service contract to a different firm and no worker and no other organised resource moves across — because in an activity that «rests fundamentally on labour», without the people no economic unit moved (STJ, processo 1150/20.2T8EVR.E1.S1, 13 September 2023; the same conclusion in STJ, processo 357/13.3TTPDL.L1.S1, 6 December 2017). And where the unit does move, the effect is as written — the employer’s position passes to the acquirer (STJ, processo 14565/18.7T8PRT.P1.S1, 12 October 2022; a challenge to that decision was rejected on 29 November 2022 and it is recorded as final).
Read that as a services buyer: cleaning, laundry and repair are the same labour-intensive family. If you take over the premises, the equipment, the client book and the team, you are very likely acquiring an economic unit — with the payroll, the seniority and any imposed fine attached. The judgments are the test the court applies, not a route around the payroll; what governs is the substance of what crosses, not the label on the contract.
3. What travels with the staff — terms, old debts, and a procedure before the handover
Their terms travel intact. Transferred workers keep all contractual and acquired rights — pay, seniority (antiguidade), professional category, functional content and acquired social benefits (art. 285.º(3)). Seniority is not reset by a change of owner.
Old debts do not vanish. The buyer steps into the employer’s position by operation of the statute, while the seller stays jointly liable for two years for the worker’s credits arising from the contract, its breach or its termination, plus the corresponding social charges, falling due up to the transfer (art. 285.º(6)).
Leases of the business are caught too. The regime applies to the transfer, assignment or reversion of the exploração of a business, establishment or economic unit — and on assignment or reversion, whoever operated it immediately before is jointly liable (art. 285.º(2)).
Moving a worker out shortly before does not move the fine. Where the seller, before the transfer, moves a worker to another establishment under art. 194.º and keeps them on, the transfer rules do not apply to that worker — except as regards the acquirer’s liability for a fine imposed for a labour offence, which is expressly carved out and stays (art. 285.º(4)).
There is a timing rule with a number in it. The transfer may only take place once seven working days have run from the end of the period for designating the workers’ representative committee, if none was constituted — or after the agreement or the end of the consultation (art. 285.º(7)). The handover cannot simply be scheduled as though that procedure did not exist.
And the seller owes the labour authority a filing. The transferor must inform the inspection service of the ministry responsible for labour of the content of the contract between transferor and acquirer and, where an economic unit transfers, of all the elements that constitute it (art. 285.º(8)). Whether that filing was made is a fair written question.
Source for this section: Código do Trabalho (Lei 7/2009, consolidated text), art. 285.º(1)–(8), read at Diário da República on 19 August 2026.
Two local realities of service-business deals
The seniority list is the real price list. In a services business, any future restructuring cost is priced by hire dates. «We have three people, all recent» that turns out to be three people with eleven, nine and seven years of antiguidade is a different business at the same asking price. A change of owner does not, by itself, end anyone’s employment — whatever you plan to do about staffing afterwards stands on its own legal footing, and is not something the purchase delivers.
Distinguish buying the business from winning its contracts. The STJ cases above were about clients re-awarding a service contract — where nothing organised moved, nobody inherited anybody. If what you are really after is the clients of a cleaning or maintenance firm, the structure of the deal (buying the unit versus being awarded the contracts) can produce opposite labour outcomes. Whether the rules bite on your structure is a question of fact about your deal — and one for a local employment lawyer, not for a general note.
One public source most buyers do not know exists
Labour-offence proceedings are not as invisible as they look. The ACT — Autoridade para as Condições do Trabalho — runs a free public consultation of editais (published notices) in labour contra-ordenáção proceedings, and it is searchable by NIF and by entity name, as well as by case number, service and date range. A result row gives the case number, the NIF, the capacity in which the party appears, the entity name, the type of notice — notice of the auto de notícia that opens a case, or notice of the decisão that ends one — the local service, and both dates.
Proves: that a named entity appears, or does not appear, in the published editais for the period you searched — and, where it does, whether the notice concerns a case being opened or one already decided. Does not prove: anything about proceedings not published this way. The register holds editais; a proceeding notified by ordinary means is not in it. So the only honest formula for a nil result is the usual one: nothing published by edital under this NIF, in this source, for this period, searched on this date. That is not the same sentence as «there are no proceedings», and it must never be shortened into it. The ACT portal separately publishes a document of applied publicity sanctions; we have not opened it and make no claim about what it lists.
Request before any deposit
The staff list with hire dates and professional categories — seniority is money, and it transfers untouched.
A written statement of any labour-offence fine, imposed or pending — an imposed coima follows the contracts (art. 285.º(1)), and it follows them even for a worker moved out beforehand (art. 285.º(4)). Run the ACT edital search on the NIF yourself as well, and read a nil result as the narrow sentence it is.
The Social Security position of the business, in writing — unpaid social charges reach across the transfer.
A map of what actually crosses: premises, equipment, client contracts, staff — the more that moves as an organised whole, the more firmly art. 285.º applies. If the seller says it does not, ask on what that rests, in writing.
Whether the art. 285.º(8) filing to the labour authority has been made, and the art. 285.º(7) timing built into your closing calendar — the workers’-representatives procedure and its seven working days run before the handover, not after.
A prompt worth stealing
Fill the brackets and paste into any AI assistant:
I am considering a services business for sale in Portugal — [cleaning / laundry / repair / other]: [paste the listing text]. Draft (1) the written questions to the seller about the team: the full staff list with hire dates, professional categories and contract terms; how any past employment contracts ended, in paper; whether any labour-offence fine (coima) has been imposed or is pending; and the business’s Social Security position, in writing; (2) the questions that map what actually crosses in this deal — premises, equipment, client contracts, staff — and on what the seller’s assurances rest; and (3) the document list to request before any deposit, including the certidões de não dívida from Finanças and Segurança Social. 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.
The staff list is where a services deal is priced. Reading it against the documents — who transfers, with what seniority, and what follows the activity rather than the company — is the paid layer, for your specific deal.
Check my deal →Sources and access: Código do Trabalho (Lei 7/2009, consolidated), art. 285.º — Diário da República, diariodarepublica.pt. Supreme Court decisions, read in the court’s own sumários at dgsi.pt: processos 1150/20.2T8EVR.E1.S1 (13.09.2023) · 357/13.3TTPDL.L1.S1 (06.12.2017) · 14565/18.7T8PRT.P1.S1 (12.10.2022, with the rejection of 29.11.2022). ACT edital consultation — portal.act.gov.pt. Each of these was opened and confirmed working on 19 August 2026; the statute text and the three sumários were read in full, and the ACT search was run to confirm what its result rows contain. Related reading: do the employees transfer — Spain and Portugal compared. The decisions cited concern private security and are quoted for the legal test they apply, not as a prediction about any other business. General information about how the rules work — not legal or employment advice; whether an economic unit transfers turns on the facts of a specific deal, which a local employment lawyer should confirm, and a contabilista can confirm payroll and social-security mechanics but not the transfer analysis. No client cases are described here; the court decisions cited are published, anonymised records. This article is not a statement about any listing, seller or business.