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facilities, buildings solely dedicated to parking, warehousing,
repair shops or similar, etc.
• Absence of required certification determines the application
to the property owner of a fine ranging from € 250 to € 3,740,
in case of individuals, and from € 2,500 to € 44,890 in case
of legal entities.
TAX
Direct acquisition of a property
• The acquisition of real property is subject to the Municipal
Real Property Transfer Tax at the rate of 6.5% on urban
properties (5% on rural properties) and Stamp Duty (at the
rate of 0.8%). Both taxes are levied on the higher of the tax
registration value or the consideration paid for the transfer.
• The transfer of property is generally exempt from value added
tax (VAT). However, under certain circumstances, if both
parties are VAT tax payers they may elect to treat the real
property transfer as a VAT taxable supply of goods.
Acquisition of shares in a company holding a property
• The acquisition (by any title) of a participation representing
at least 75% of the capital of a collective company (sociedade
em nome colectivo), a limited partnership (sociedade em
comandita) or a limited liability company (sociedade por
quotas) is subject to real property transfer tax, levied at the
above mentioned rates over the higher of the tax registration
value or the accounting value of the properties held by
these entities. The acquisition of such participations is not
subject to stamp duty or VAT. The acquisition of shares in a
corporation (sociedade anónima) is not subject to any taxes.
• The transformation of a limited liability company into a
corporation is not subject to real property transfer tax nor
stamp duty.
Asset deal vs. share deal
• Acquisition of shares in a corporation may generate tax
savings in terms of real property transfer tax and stamp duty
but, it may also have other indirect tax consequences (eg.
inheritance of potential tax liabilities, no right to depreciate
shares and no step up on the tax basis of the real property
acquired).
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Investors Guide to Europe 2015