PORTUGAL Law and Practice Contributed by: Susana Braz, Jaime Costa and Tomás Simões, Santiago Mediano e Associados, SP, RL
market, no later than four trading days after the change or the date on which it became known. Also, holders of a qualified participation in pub - licly traded companies must inform the CMVM, upon its request, of the origin of the funds used for reaching or exceeding this threshold. Furthermore, EU anti-money laundering direc - tives created the RCBE according to which companies must disclose their ultimate benefi - cial owner (UBO). However, companies whose shares are already traded on a regulated market and subject to EU-level (or equivalent) trans - parency requirements on ownership and voting rights may be exempt from RCBE registration. 6. Corporate Reporting and Other Disclosures 6.1 Financial Reporting Annually, the directors are required to prepare and submit to the shareholders the following: • management report and the accounts; • attachment to the accounts; and • non-financial statements. The shareholders must pass a resolution on these documents. In a parent company subject to consolidated accounts, the directors shall also prepare on an annual basis all the respective consolidated documents. In companies with publicly traded shares, direc - tors must also prepare a detailed report on the corporate governance management and dis - close it to the CMVM.
Companies with publicly traded shares are required to file biannually an interim manage - ment report and condensed financial state - ments. 6.2 Disclosure of Corporate Governance Arrangements Please refer to 1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares regarding disclosure of corporate arrangements and to 2.2 ESG Considerations regarding the CSRD on reporting obligations. 6.3 Companies Registry Filings Registration of Companies The incorporation of a company in Portugal must be made by means of a deed, and registered with the Commercial Registry Office within two months. For the registration of the company, the following documents must be filed: • deed of incorporation, including the by-laws; • declarations of the members of the corporate bodies accepting their appointment; and • information on the UBO. Failing to file any of these documents will pre - vent the registration of the company. Upon veri - fying that any of the required documents is miss - ing or incorrectly drafted, the Registry Office will request the company to submit the correct doc - ument within five business days, failing which the registration application will be refused. After the registration, the incorporation of the company is published on the Official Website for Corporate Acts and Other Entities. This plat - form publishes key information about compa - nies, including, for example, the composition of corporate bodies and changes to the by-laws.
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