was published to Law No. 21/2023, of May 25, which, among other aspects, establishes the regime applicable to startups and scaleups and changes the IRS taxation rules for share plans created for the benefit of workers.
Among the main new features is the definition of the legal concepts of startup and scaleup, and the procedure for recognition and termination of the respective status is also defined.
The IRS changes include the possibility of taxation at just 50%, and at a rate of 28%, on gains derived from option, subscription, attribution or other plans with equivalent effect, on securities or similar rights, even that of an ideal nature, created for the benefit of workers. This regime applies, among other situations, to plans granted by entities that qualify as micro, small or medium-sized companies or as small-medium capitalization companies, including startups.
There are also rules for deferring IRS taxation of gains resulting from these plans, namely, for the moment of sale or free transfer of securities or similar rights (or for the moment of loss of tax resident status in Portuguese territory, if previous).
This regime takes effect from January 1, 2023 and also applies to plans approved until December 31, 2022, as long as they are attributed by entities that, within 12 months after the entry into force of this law, are recognized as a startup , under the terms of the legal regime in force, or, can demonstrate that on the date of approval of the plan they were qualified as a startup.
[This document is for information purposes only and does not dispense with the analysis of the legislation and assessment of its applicability to each specific situation. Therefore, we are not responsible for any decision made based on this information.]