Corporate Law Lawyer in Portugal

Setting up a company

The incorporation of a commercial company can be carried out through different routes – the special regime of immediate incorporation, known as “Empresa na Hora”, online incorporation, or the traditional process at a registry office -, each with its own particularities as regards timescales, formalities and suitability for each specific situation. We advise entrepreneurs on choosing the most suitable type of company and on incorporating the company. We look at the different incorporation routes in more depth in the article Setting up a company in Portugal – types of company and process.

Shareholders’ agreements

In addition to the company contract, it is often advisable to enter into a parasocial agreement between the shareholders, which regulates matters that are not, or should not be, included in the publicly registered company contract – such as exit rules, pre-emption rights, or mechanisms for resolving deadlock between shareholders. We advise shareholders and companies on the negotiation and drafting of these agreements. We detail the regime and typical content of shareholders’ agreements in the article Shareholders’ agreements – what they should contain and what they are for.

Disputes between shareholders

Conflicts between shareholders – relating to the management of the company, the distribution of profits, or the exit of one of the shareholders – can compromise the normal functioning of a company, requiring, in some cases, the intervention of the courts. The judicial challenge of voidable corporate resolutions is subject to a time limit of only 30 days, pursuant to Article 59 of the Commercial Companies Code, counted, depending on the case, from the close of the general meeting, from the sending of the minutes (in the case of written voting), or from the shareholder’s becoming aware of the resolution. The expulsion of a shareholder, in private limited companies, may also take place on the grounds of disloyal conduct or conduct seriously disruptive to the functioning of the company, pursuant to Article 242 of the same Code, among other grounds provided for by law. We support shareholders and companies in resolving these disputes, including actions for the expulsion of shareholders and for challenging corporate resolutions. We look at the ways of resolving these conflicts in more depth in the article Disputes between shareholders – how to resolve corporate conflicts.

Mergers and acquisitions

Mergers, demergers and acquisitions of companies involve complex legal processes, from the initial due diligence through to the formalisation and registration of the transaction, with corporate, tax and regulatory implications that must be carefully weighed. The Commercial Companies Code gives specific protection to shareholders and creditors in these transactions: dissenting shareholders in a merger are, as a rule, entitled to withdraw from the company, and company creditors whose claims predate the publication of the merger plan may lodge a judicial objection to the transaction, on the grounds of the prejudice that may result from it for the realisation of their rights, provided that they have previously asked the company to satisfy the claim or to provide adequate security, without the request having been met. We provide legal advice on mergers and acquisitions transactions, supporting clients at every stage of the process. We detail the typical stages of these transactions in the article Mergers and acquisitions in Portugal – what you need to know.

Commercial registration

Commercial registration has, as a rule, either a constitutive function or one of mere publicity, depending on the act in question. In the case of the incorporation of the company itself, registration has the effect of constituting legal personality: pursuant to Article 5 of the Commercial Companies Code, the company exists as such, with its own legal personality, only from the date of definitive registration of its company contract – until that moment, only the rules applicable to irregular companies apply. Commercial registration also covers other essential acts in the life of the company, such as amendments to the articles of association, appointments of managers or directors, and other corporate events. We look at how commercial registration works in more depth in the article Commercial registration in Portugal – what you need to know.

About Araújo & Associados

Established in 1980, with offices in Porto and Lisbon, Araújo & Associados provides legal advice to clients from more than 31 countries, in Portuguese, English, French, German and Spanish, supporting business owners and companies at every stage of corporate life.

Frequently asked questions about corporate law in Portugal