Under Portuguese general corporate law, an S.A. must have at least five founding shareholders. Conversely, an Lda. have at least two shareholders, unless they assume the structure of a single quota holder company (sociedade unipessoal por quotas), in which case the capital is held in full by a single quota holder. SAs and Lda.s differ from other available structures when shareholder liability is unlimited (sociedade em nome colectivo and sociedade em comandita), although these are rarely used today. The capital of an Lda. is divided into quotas that may have different nominal values with a minimum of 1.00 euros. Quotas are not made in a document and their transfer must be made by written agreement, followed by the corresponding filing with the Trade Registry Office. In an SA, shareholders appoint the board of directors, usually for a four-year term (but the statutes may provide for a shorter term of office).
There are no requirements for independent directors (excluding listed companies). In an Lda. Directors may be appointed for the duration of their term of office or without a specific mandate, in which case they remain appointed until they are removed or resigned. Legal capital for an Lda. is freely defined in the company`s statutes and corresponds to the sum of quotas signed by the holders of quotas. However, it is not possible for this value to be less than the legally set face value for the legal quota of 1.00 euros (one euro). Portuguese law also allows quota holders to pay the value of each quota at the time of creation or at the end of the first campaign. These are the strengths, if you want to know, the essentials of corporate law in Portugal. This article was written by “Sousa Machado, Ferreira da Costa e Associados” for “E-IURE COMPENDIUM” 2018.
Link to the e-IURE network. This collaboration is a brief step-by-step guide. It cannot in any way be regarded as legal advice. If you want or need legal advice, ask for a lawyer or law firm. In this case, Sousa Machado, Ferreira da Costa e Associados is an excellent option in Portugal The documents to be approved are: (i) annual accounts (including a detailed balance sheet), (ii) the management report, (iii) a report from the auditing body and (iv) a legal certificate of financial statements must be issued by an accountant.