The Listing Free Float Falls to 10 Percent and Dual-Class Shares Arrive: Portugal's Securities Code Overhaul Takes Force on 1 September

Portugal published a 42-page overhaul of its securities rulebook on Wednesday. Decreto-Lei n.º 171/2026, in Diário da República (Official Gazette) n.º 165, rewrites the Código dos Valores Mobiliários (Securities Code) and eight other regimes, and it takes force on 1 September.

The bulk of it is European. It transposes the 2024 review of the Markets in Financial Instruments framework (Directive 2024/790 and Regulation 2024/791) and the package Brussels calls the Listing Act: Directive 2024/2810 on multiple-vote shares, Directive 2024/2811 amending MiFID II, and Regulation 2024/2809 amending the Prospectus, Market Abuse and MiFIR regulations. The Comissão do Mercado de Valores Mobiliários (Securities Market Commission) was consulted.

The listing bar comes down

The most concrete change for anyone watching Euronext Lisbon is the free float. Until now a company seeking admission to a regulated market had to show that at least 25 percent of the relevant share class was dispersed among the public. The new text sets that at 10 percent, and gives the market operator an alternative route: it may accept less if it judges the market can still function properly, applying at least one of three tests, namely enough shares in public hands, enough shareholders, or a public market value representing a sufficient share of the subscribed capital. The separate 1 million euro minimum expected market capitalisation stays.

Two other pro-issuer moves sit alongside it. The 1 billion euro market-cap ceiling that limited when execution and research payments could be bundled is scrapped, and issuer-sponsored research arrives, subject to an EU code of conduct. Segments of multilateral trading facilities can now register as SME growth markets.

Dual-class shares, with disclosure attached

Shares carrying multiple votes are now expressly accommodated, and market operators are told not to obstruct their admission and to identify them clearly. The price is disclosure. Issuers must set out, in the prospectus and again in the annual management report whenever anything changes, every share class including unlisted ones, the rights attached to each, the percentage of capital and total votes each represents, restrictions on transfers or voting rights including those from shareholder agreements known to the company, and the names of holders of multiple-vote shares controlling more than 5 percent of voting rights.

There is also a hard ban carried over from the MiFIR amendment: firms may no longer receive payment for order flow, the practice of being paid by a market maker for routing retail orders. Several zero-commission apps popular with Portuguese retail investors have relied on it elsewhere in Europe.

The housekeeping matters too. Squeeze-outs now expressly require 90 percent of share capital, and trading suspensions no longer need renewing every ten days. Companies subject to sustainability reporting must also send their management reports to the CMVM as they publish them, in a data-extractable format, so the information reaches the new European Single Access Point.

Most of the text applies from 1 September, with a handful of provisions backdated to 10 July 2026. It lands in a year when the regulator has been pushing a retail savings and investment account to draw households off deposits, while the listed pool keeps thinning, as the Vista Alegre delisting showed, and in which investor complaints to the CMVM rose 9.4 percent.

What this means for readers

• If you invest through an app: the payment-for-order-flow ban removes one revenue model behind commission-free trading. Watch for pricing changes at brokers that used it.
• If you hold Portuguese equities: a 10 percent free float means new listings can arrive with far less stock in public hands, which usually means thinner liquidity and wider spreads.
• If you run a small company: the SME growth market registration and the sponsored-research rules are aimed squarely at making a listing cheaper and more visible.
• If you are a minority shareholder: dual-class structures are now easier to bring to market, so read the class breakdown in the prospectus rather than assuming one share equals one vote.