Getting money in the door: raising a first venture fund in Portugal

The access problem, and the European advantage

Portugal's domestic LP pool is small relative to the size of the opportunity its founder base creates. That is the constraint. The offsetting advantage is that Portugal sits inside the European Union framework, so a correctly structured fund is not limited to Portuguese capital.

For a first time manager, that changes the fundraise strategy entirely. The question is not only who in Lisbon and Porto will commit, but which European institutional programmes the fund is eligible for, and what structure makes the fund marketable to them.

Who actually writes cheques in Portugal

The realistic first fund LP base combines EU-level and national promotional capital with domestic private wealth. Promotional and EU-level investors bring process and credibility. Domestic family capital and founders move faster but are relationship dependent.

• .The European Investment Fund is a cornerstone investor in European venture funds.
• .Banco Português de Fomento is Portugal's national promotional bank.
• .Portugal Ventures invests in Portuguese startups.
• .Portuguese family offices and successful founders commit to first funds through relationships.
• .Cross-border European professional investors become addressable once the marketing route is settled.

• European Investment Fund
• Banco Português de Fomento
• Portugal Ventures
• APCRI

Sizing the fund backwards from deployment

Start from the cheque the thesis requires, multiply by the number of positions the portfolio needs, add reserves, and only then look at the management fee that size produces. If the fee does not fund the team across a full fund life, the answer is a different portfolio construction, not optimism.

European structures carry depositary, administration and audit obligations that scale with the regime you choose. A sub-threshold or EuVECA route generally carries a lighter operating burden than full-scope AIFMD authorisation, which is precisely why smaller managers use it.

• .Cheque size and target ownership defined by the thesis.
• .Position count and reserve ratio stated explicitly to LPs.
• .Regime choice tested against the operating cost it implies.
• .Depositary, administration and audit costs modelled across the full fund life.
• .Team cost tested against the management fee at the target size.

Choosing the regime and the vehicle

Decreto-Lei n.º 27/2023 consolidated the Portuguese asset management regime into the Regime da Gestão de Ativos, bringing venture capital and other collective investment vehicles under a single framework supervised by the CMVM.

On top of that sits the European layer. Managers above the AIFMD thresholds are subject to full authorisation under Directive 2011/61/EU, which brings the marketing passport with it. Smaller venture managers can instead register a qualifying fund under the EuVECA regime in Regulation (EU) No 345/2013, which was designed for exactly this population.

• Decreto-Lei n.º 27/2023
• Directive 2011/61/EU (AIFMD)
• Regulation (EU) No 345/2013 (EuVECA)

Getting registered with the CMVM

Managing an alternative investment fund in Portugal requires the manager to be registered or authorised with the CMVM under the Regime da Gestão de Ativos. Which path applies depends on scale and on the marketing strategy, so the regime decision and the fundraise plan have to be made together rather than in sequence.

Because thresholds and process detail are set out in the primary texts and updated through implementing measures, confirm the current position directly with the CMVM and Portuguese counsel rather than relying on any secondary summary, including this one.

• CMVM: regulator homepage
• Decreto-Lei n.º 27/2023

Marketing across the Union

Marketing rights follow the regime. A full-scope AIFM uses the AIFMD passport to market to professional investors across the Union. A EuVECA registered manager markets a qualifying fund under Regulation (EU) No 345/2013. Marketing outside the Union falls back to national private placement rules in each target country.

Decide the target countries before the structure is fixed. Retrofitting a marketing route onto a structure that was not designed for it is the most common and most expensive mistake European first time managers make.

• Directive 2011/61/EU (AIFMD)
• Regulation (EU) No 345/2013 (EuVECA)
• ESMA: registers and data