You are buying a small business in Portugal — a shop, a workshop, a guesthouse. Before any question about price, revenue or the lease, there is one question that changes what every other answer means: what exactly are you buying? In Portugal that is usually one of two things: a trespasse — the transfer of the business itself, the going concern with its position in the premises, its equipment and its clientele — or a cessão de quotas, the transfer of the shares of the company that runs it. The two can carry the same price and feel identical on viewing day. Legally they are different animals, and buyers who read the rules of one onto the other get hurt. This note is the fork itself, written for the buyer at the very first conversation with a seller.
Three legal points on the fork
1. On a trespasse, the seller's private commercial debts do not follow you automatically
A specific private debt of the seller — a supplier account, a bank loan — does not become the trespasse buyer's problem merely because the business changed hands. Portugal's Supreme Court put it this way:
«Não se mencionando na escritura de trespasse quaisquer elementos passivos, estes só se transmitem ao trespassário na medida em que essa tenha sido a intenção dos outorgantes. […] a transmissão singular de dívidas só se pode efectuar com autorização expressa do credor, ou por acordo entre o trespassário e o credor.»
— Supremo Tribunal de Justiça, processo 088194, 30 Apr 1996 (sumário) · dgsi.pt, retrieved 9 Jul 2026; assumption of debt under Código Civil art. 595. Unofficial translation: if the trespasse deed mentions no liabilities, they pass to the buyer only to the extent the parties so intended; a single debt transfers only with the creditor's express authorisation or by agreement between buyer and creditor.
That is the rule buyers most often over-read — because of point 2.
2. …but Social Security debts and the employees come with the business anyway — and no clause can undo it
Two categories cut straight through the private-debt rule. Social Security debts pass to the trespasse buyer jointly and severally, and any clause saying otherwise is void:
«Em caso de trespasse, cessão de exploração ou de posição contratual o cessionário responde solidariamente com o cedente pelas dívidas à segurança social existentes à data da celebração do negócio, sendo nula qualquer cláusula negocial em contrário.»
— Art. 209.º(2), Código dos Regimes Contributivos (Lei 110/2009, consolidated) · Diário da República, retrieved 25 Jul 2026. Unofficial translation: on a trespasse, transfer of the operation or of the contractual position, the acquirer is jointly and severally liable with the transferor for the Social Security debts existing at the date of the deal — and any contrary clause is void.
And the employees transfer with the business, keeping their seniority and their rights: «transmitem-se para o adquirente a posição do empregador nos contratos de trabalho» — Art. 285, Código do Trabalho (Lei 7/2009). So "I'm only buying the assets, so there are no debts" is at best half-true in Portugal. The honest version: private trade debts stay behind unless assumed; Social Security debts and staff come along regardless. Tax carries its own successor exposure, which is why Portuguese buyers secure the certidões de não dívida from Finanças and Segurança Social before signing — the same debt map this site sets out for both countries in Do the seller's debts become yours? Spain vs Portugal.
3. A cessão de quotas transfers everything inside the company — and that is not a comfort, it is the whole point
Buy the quotas and no debt needs to "transfer" at all, because the debtor itself changes hands. The company keeps its own history — every contract, every liability, everything already sitting inside it, visible or not — and you now own that company. Nothing about the share structure erases any of it. Do not accept "the debts stay inside the company" as reassurance in a quotas deal: they stay inside the company you are buying. A share purchase therefore needs its own corporate and tax review of what is inside the company — a different exercise from the trespasse checks, and not a lighter one.
One thing this note deliberately does not tell you: which of the two structures is right for your deal. That depends on what is actually inside this company and this transaction, and it is exactly the question to put to a Portuguese advogado with the documents on the table. Tax treatment (IVA, IMT, stamp duty) also differs between the two routes; this note makes no claim about the numbers — ask the advogado or contabilista which costs attach to each route in your deal.
Two practical points (buyer's common sense, no legal claims)
- Ask early which structure is on offer — and why. Sellers sometimes name a price before naming a structure. The same €120,000 buys a very different bundle of rights and exposures in each route. A seller with a clear, documentable reason for preferring one route is giving you information either way; make the structure the first written question, not the last.
- Continuity cuts both ways. In a quotas deal the bank account, supplier terms, phone number and platform accounts usually continue seamlessly — and so does everything you cannot see. In a trespasse you may be renegotiating supplier accounts and utilities from zero. Budget the switching costs of a trespasse honestly, and budget the review costs of a quotas deal honestly; neither is free.
Mini-checklist — request before any deposit
- In writing: what is being sold — trespasse (the business) or cessão de quotas (the shares)? No deposit until this is on paper.
- The company's certidão permanente (its current registered record) — or, for a trespasse, the identity and NIF/NIPC of the operator transferring the business.
- Certidões de não dívida from Finanças and Segurança Social — in either structure.
- The staff list with seniority and contract terms — employees follow the business on a trespasse (Art. 285 CT) and stay with the company on a quotas deal.
- For a trespasse: a draft deed that spells out which liabilities, if any, you assume — and the creditor's agreement wherever a debt is meant to move.
- For a quotas deal: the company's accounts and liabilities list, as the entry point for a proper corporate and tax review — a Portuguese advogado will have their own list of what they need; take theirs, not this note's.
- Both routes: a written note of who confirms that the lease and any licences survive the chosen structure — that answer differs by route and by document.
This checklist is Rule #2 in action: ask what, exactly, transfers to you on paper — not what you can see.
A prompt worth stealing
Copy it whole, fill the brackets, paste into any AI assistant:
I am looking at a small business for sale in Portugal: [paste the listing text]. The structure of the deal — trespasse or cessão de quotas — has not been confirmed yet. Draft (1) the written questions that pin down which of the two is on offer, and why the seller prefers that route; (2) the document list I should request before any deposit under each route — for a trespasse: the draft deed and which liabilities, if any, it assumes, the certidões de não dívida from Finanças and Segurança Social, and the staff list with seniority; for a cessão de quotas: the certidão permanente and the company's accounts and liabilities list; and (3) the questions about the lease and any licences that must be answered separately under each route. Do not tell me whether the listing is genuine or the business carries no risk — questions and document names only.
The AI drafts questions; it does not check the business.
Which structure you are actually being offered — and what the public record shows about the company behind it — is a desk question, and I answer it before you commit. I map what the registries and the seller's own documents show about the specific business, what they cannot show, and exactly what to demand from the seller first.
Check my deal →Sources
- Supremo Tribunal de Justiça, processo 088194, 30 Apr 1996 (dgsi.pt) — liabilities on a trespasse; Código Civil art. 595 (assunção de dívida). Published decisions record litigation that reached judgment; they are not a register of a seller's current debts.
- Código dos Regimes Contributivos (Lei 110/2009), Art. 209.º(2) (Diário da República) — joint-and-several Social Security liability; contrary clause void.
- Código do Trabalho (Lei 7/2009), Art. 285 (Diário da República) — transfer of the employer's position in the work contracts.
- Field Note: Do the seller's debts become yours? Spain vs Portugal — the canonical statement of the debt rules in both countries.
- Field Note: Do the employees come with the business? Spain and Portugal — the staff-transfer rules in detail.
Before the deposit, not after.
General information about how the rules work, not legal or tax advice; how they apply turns on the facts of a specific deal, which a local advogado or contabilista should confirm. Not a statement about any current listing, seller or business. Rules and checklists are habits, not guarantees.