PORTUGAL Law and Practice Contributed by: Susana Braz, Jaime Costa and Tomás Simões, Santiago Mediano e Associados, SP, RL
In S.A. companies: • In contrast, in this type of company share - holders typically do not have the same degree of influence over the company’s man - agement, which is vested in a management body that differs according to the governance model adopted (as mentioned in 4.1 Board Structure ). • Unlike in Lda companies, shareholders of an S.A. are required to resolve on management matters only if the board of directors submits such matters for their approval. This may apply, for example, to decisions regarding: (a) the acquisition, disposal, or encumbrance of real estate; (b) the provision of guarantees or security (personal or in rem) by the company; (c) the opening or closure of establishments or substantial parts thereof; (d) significant expansions or reductions of the company’s business activities; (e) major changes to the company’s internal organisation; and (f) the initiation or termination of long-term and significant co-operation with other companies. • There are, however, matters that are specifi - cally reserved to shareholders of an S.A. by law or by the articles of association, such as: (a) approval of accounts (annual meeting mentioned in 5.3 Shareholder Meetings ); (b) amendments to the articles of associa - tion; and (c) company demerger or dissolution. 5.3 Shareholder Meetings Required Shareholders Meetings • For both S.A. and Lda companies, a general meeting must be held annually, within three months after financial year end, to:
(a) approve the annual management report and accounts; (b) decide on profit allocation; (c) assess the management and supervision, dismiss officers or express lack of confi - dence; and (d) elect members of corporate bodies. • Other situations when a shareholders meeting may be required: (a) by the management body (see 4.6 Legal Duties of Directors/Officers ) upon acknowledge that the annual or interme - diate accounts evidence a loss of more than half of the company’s share capital; (a) by shareholders representing at least 5% of the share capital or at least 2% of the share capital in companies with publicly traded shares; (a) by the supervisory body in the event the chairman of the meeting does not con - vene it; (b) by the ROC upon acknowledging severe difficulties of the company; and (c) by the court upon request of any share - holder if the shareholders do not approve the annual accounts. Rules Governing the Holding and Conduct of a Shareholders’ Meeting The convening of general meetings varies depending on the type of company. For Lda companies • The convening authority is the manager(s). The chairman is the shareholder present who holds or represents the largest capital share, or, if tied, the oldest. • Notice is made by registered letter sent at least 15 days in advance, unless otherwise required by law or by-laws; • Minutes must be signed by all shareholders who attend.
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