PORTUGAL Law and Practice Contributed by: Susana Braz, Jaime Costa and Tomás Simões, Santiago Mediano e Associados, SP, RL
S.A. companies Information on the shareholders of an S.A. com - pany is contained in the company’s shares ledg - er, which is not publicly available. 5.2 Role of Shareholders in Company Management The extent of shareholder involvement in com - pany management depends on the type of com - pany. In Lda companies: • The CSC requires prior shareholder approval for key acts, including: (a) calling or reimbursing supplementary contributions; (b) redeeming, acquiring, encumbering, or dividing own shares; (c) the exclusion of shareholders; (d) the removal of managers and members of the supervisory body; (e) the approval of the management report and annual accounts, the allocation of profits, and the treatment of losses; (f) the discharge of liability of managers or members of the supervisory body; (g) the filing of legal actions by the company against managers, shareholders, or mem - bers of the supervisory body, as well as the withdrawal and settlement thereof; (h) amendments to the articles of associa - tion; and (i) the merger, demerger, transformation, and dissolution of the company, and the resumption of activity by a dissolved company. • Even when shareholders are not part of the company’s management, they are often well informed about the company’s affairs. Moreo - ver, shareholders may remove managers at any time, with or without just cause.
• to receive information regarding the company; and • to be appointed as a member of the corpo - rate bodies of the company Special rights The special rights of shareholders are granted by the by-laws to one or more shareholders, giving them an advantage over the others. For instance, in Lda companies, shareholders may be granted the right to a percentage of profits greater than their stake in the share capital, or the right to be the company’s director. In S.A. companies, the special rights are allocated to categories or classes of shares. Other rights Other rights of the shareholders are the pref - erential right to subscribe to capital increases, and protection against arbitrary exclusion by the majority shareholders. In Lda companies, either the shareholder is enti - tled to relief himself/herself from the company or the company may, under certain requirements, resolve on the exclusion of the shareholder. Available Record of the Shareholders of a Company The rules for publicising a company’s sharehold - ers depend on the type of company. Lda companies Information on shareholders is compulsorily reg - istered with the Commercial Registry Office and afterwards published on the Official Website for Corporate Acts and Other Entities. It is publicly available upon request.
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