Buying a Portuguese company: what warranties and indemnities should I insist on?

Question

I’m negotiating to buy 80% of a small Portuguese tech firm and the seller wants a very short SPA with minimal protections. I’m worried about hidden tax debts, employment issues, and pending customer disputes. What clauses are standard in Portugal and what is reasonable to ask for?

Ascendance International Consulting (A-I-C) · Accepted Answer

Hi. You may consider below:

Tax Clearance	Seller provides a tax clearance certificate (Certidão de Dívida Fiscal) covering all periods up to the closing date.	“Seller shall deliver a tax clearance certificate from the Autoridade Tributária confirming that the Target has no outstanding tax liabilities as of the Closing Date.”
Tax Indemnity	Seller indemnifies buyer for any tax assessments arising from periods before closing.	“Seller shall indemnify Buyer for any tax liability relating to the Target arising from periods prior to the Closing Date, up to a cap of €[X] and surviving 24 months.”

Sincerly,

A-i-c

Buying a Portuguese company: what warranties and indemnities should I insist on?

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Ascendance International Consulting (A-I-C)

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