Business transfer: what it is and how it works in Portugal

Before proceeding, there are three questions to clarify: what is included, whether the activity can continue under the same conditions, and how much money will be needed after the purchase. The word “business transfer” in the advertisement does not, by itself, answer these questions.

If you are already looking for a business, check the business transfers advertised in Portugal and use this guide to compare opportunities.

What does a business transfer include?

The contract should describe the establishment and identify the included and excluded elements. Depending on the business, the following may be at stake:

• Equipment, furniture, tools, and stock. Confirm the inventory, the condition of the goods, and whether they belong to the seller or are leased.
• Trade name, brand, and other rights. Check who holds them and what can be transferred.
• Clientele and organisation of the activity. Analyse the dependency on the current owner and the continuity of sales.
• Position in the lease agreement, when the establishment operates in a rented space and whether the applicable requirements are met.
• Relevant contracts for the operation. Confirm the conditions for the transfer of supplies, franchising, platforms, and other agreements.
• Licences and authorisations necessary for the activity. Confirm the validity and the necessary procedures with the competent authorities.

Do not assume that a licence, a brand, or a contract automatically transfers to the buyer. A list of equipment alone does not demonstrate that you are acquiring an establishment capable of continuing to operate.

Business transfer, share purchase, and assignment of operation: what is the difference?

The business transfer should not be presented as a purchase “debt-free” or “risk-free”. Buying an establishment and buying shares are different operations, but both require verification. In the case of share purchases, the obligations remain with the company; it is not accurate to say that all automatically transfer to the buyer's personal assets.

How a business transfer works, step by step

1. Define the object of the operation. Confirm whether you are buying the establishment, the shares, just equipment, or the right to operate. Identify who the seller is and who holds each element.
2. Check the operation and the space. Analyse the lease, permitted use, licences, equipment, and team. Visit the business and compare the advertisement with the documents.
3. Analyse the numbers of the establishment. Compare sales, costs, results, and seasonality. If the company has other businesses, request information that allows you to separate this establishment.
4. Negotiate the price and conditions. Specify stock, equipment, payments, guarantees, conditions for closing, and transition support. Before making a deposit, clarify the conditions for return and what is still to be confirmed.
5. Prepare the contract and the applicable procedures. Validate with qualified professionals the legal, tax, and labour issues and the necessary communications. Do not use a generic template as a substitute for case analysis.
6. Make the delivery and the transition. Check the final inventory, the keys, the authorised accesses, the contracts, and the responsibilities of each party. Record any outstanding points and who resolves them.

How much does a business transfer cost?

The asking price is only part of the investment. Compare separately:

• Agreed value for the establishment and included goods.
• Stock, deposits, or other amounts that are paid separately.
• Taxes and formalisation costs applicable to the operation.
• Works, repairs, equipment replacement, and transition costs.
• Money needed to pay rents, staff, suppliers, and other expenses while the operation stabilises.

There is no universal multiple that makes a business transfer a good purchase. The value depends on demonstrable results, lease conditions, included means, and the investment still required. High turnover does not, by itself, demonstrate profit or cash generation.

VAT and Stamp Duty

The Article 3, No. 4 of the VAT Code provides for situations where the transfer of an establishment or an independent branch of activity falls outside the concept of transfer of goods for VAT purposes, including requirements related to the acquirer. It is not an automatic exemption for any advertisement called “business transfer”.

The item 27.1 of the General Stamp Duty Table provides a rate of 5% on the value of covered business transfers. The binding information from the AT No. 23405 addresses the incidence when transferring the right to non-residential urban lease and the determination of the taxable value. Confirm the framework and the calculation base of the specific operation.

If the operation also involves the property, financing, or other components, request a tax analysis of the complete structure. The seller's taxation should be analysed separately. Do not close the budget only with the price of the advertisement.

What happens to the lease and the employees?

Lease and landlord

The Article 1112 of the Civil Code allows the transfer of the tenant's position without the landlord's consent in a business transfer that meets legal requirements. It requires written form and communication to the landlord and provides a right of first refusal in the sale or performance, unless otherwise agreed.

Confirm the term, rent, updates, and use of the space. The article distinguishes the business transfer from the transfer that does not preserve the elements of the establishment or that aims at another branch or destination. If you intend to change the activity, validate the legal structure of the operation in advance.

Employees and liabilities

In the transfer of an economic unit, the Article 285 of the Labour Code provides for the transfer of the employer's position and the maintenance of the contractual and acquired rights of the affected employees.

Analyse the team, contracts, credits, and labour liabilities and the duties of information and consultation. Do not assume that you can choose only the employees you wish to keep or eliminate obligations by calling them “seller's debts”.

Checklist: what to ask before signing

• Identification and powers of the seller. Permanent certificate when there is a company and documents appropriate to the seller's structure.
• Perimeter of the sale. List of included and excluded elements, third-party goods, encumbrances, guarantees, and responsibilities to clarify.
• Lease. Contract and amendments, term, rent, receipts, deposits, and procedures related to the landlord.
• Licensing. Documents applicable to the space and activity and confirmation of the necessary procedures for continuity.
• Equipment and stock. Inventory, ownership, maintenance, rental contracts, and stock to be checked at delivery.
• Numbers of the establishment. Monthly sales and costs, results, seasonality, and accounting documentation that allows verification of the information. The IES of the company may be useful, but it may cover other activities and does not replace that separation.
• Tax and contribution situation. Certificates and other checks appropriate to the case. Certificates of no debt, by themselves, do not demonstrate that all assets are free of encumbrances or liens.
• Employees and operational contracts. Team, labour obligations, suppliers, brand, franchising, platforms, and transfer conditions.
• Closing and transition. Price, payments, conditions yet to be fulfilled, delivery, warranties and agreed follow-up.

Also use the due diligence checklist to buy a business and the guide to risks in buying companies. Sensitive documentation should be shared appropriately to the negotiation process.

How to apply the checklist to real listings

The following examples were observed on 7 October 2026. The values are prices and information stated in the listings, not valuations or results verified by Comprar Empresa. Availability and conditions may change.

Café/bar in Almada

The listing for the business transfer of a café/bar in Almada has an asking price of €29,000, approximately 75 m² and a declared rent of €450 per month.

The advertised rent corresponds to €5,400 per year, before updates or other conditions. To compare this opportunity, confirm the contract and lease term, the included equipment, and the results that support the price. The listing does not present turnover or EBIT in the financial fields; the rent and price are not sufficient to calculate profitability.

Professional laundry in the Algarve

The listing for a running professional laundry in the Algarve has an asking price of €34,000 and describes industrial washing, drying and ironing equipment.

Confirm the ownership and condition of the machines, the lease, energy and maintenance costs, and the conditions of relevant contracts. The description refers financial information to a dossier; the financial fields of the listing do not present turnover or EBIT. Request the necessary elements to assess the operation, without treating the absence of public information as an absence of results.

Frequently asked questions about business transfer

Does a business transfer include the purchase of the property?

You should not assume that. You may be buying a business located in a rented space. If the property is also part of the operation, it must be identified and the transfer must be analysed separately.

Do I need the landlord's permission?

In a business transfer that complies with Article 1112, the law allows the transfer without the landlord's permission, but requires written form and communication and provides for preference in covered cases. Before signing, confirm the contract and the procedures applicable to your case.

In a business transfer, do all debts remain with the seller?

Do not use that phrase as a guarantee. The transfer of the establishment differs from the purchase of shares, but there may be labour liabilities, encumbered assets, and contracts or obligations that require analysis. Identify these issues before closing the operation.

How do I know if the asking price makes sense?

Compare the results you can verify, the lease conditions, the included assets, and the money still needed to continue the activity. Do not decide solely based on turnover, equipment, or the appearance of the space.

Compare opportunities with the right information

Consult the available business transfers in Portugal, choose the sector and location and compare each listing with the checklist. You can delve into specific considerations in the guides for restaurant business transfer, café business transfer and laundry business transfer, which link to the opportunities in those activities.

View available business transfers