Commercial paper: New regime simplifies short-term issuances

Decree-Law no. 102/2026 of 22 May has been published, introducing the 4th amendment to the Legal Framework for Commercial Paper, with the aim of simplifying and updating the applicable legal framework and making this instrument more flexible and competitive in the Portuguese market.

This amendment comes at a time when companies are seeking faster short-term financing solutions and investors increasingly value debt instruments with shorter maturities and the potential to diversify their portfolios.

Among the main changes is the amendment to the legal definition of commercial paper, which now covers debt securities issued for a term of less than one year, replacing the previous limit of a term equal to or shorter than 397 days.

The decree-law also reformulates the prior communication regime applicable to the information note to be submitted to the Portuguese Securities Market Commission (“CMVM”), with this regime now applying to commercial paper offers that are:

• Addressed, in whole or in part, to unspecified recipients;
• Preceded or accompanied, in whole or in part, by prospecting or the collection of investment intentions from unspecified recipients, or by advertising; or
• Addressed to more than 150 non-professional investors resident or established in Portugal.

In these cases, if the CMVM does not notify the issuer of its opposition within 10 business days, the issuance may begin.

The new regime also reduces relevant operational burdens by no longer requiring, as a general rule, the involvement of a financial intermediary in commercial paper offers. However, the involvement of a sponsor remains required where the issuer’s accounts have not been subject to statutory certification or audit by a statutory auditor or audit firm.

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