PORTUGAL Law and Practice Contributed by: Pedro Cassiano Santos, Francisca César Machado, Chen Chen and Natalia Fedorova, VdA
Notification The relevant thresholds are: (i) 10%; (ii) 20%; (iii) one third; and (iv) 50%, in relation to a credit institution’s capital or voting rights. Any natural or legal person that intends to acquire, increase, reduce or dispose of a qualify - ing holding is required to provide prior notice to Banco de Portugal. This notification is required when the percentage of such qualifying hold - ing reaches, exceeds or falls below the above thresholds. This notification to Banco de Portugal must be made in Portuguese or in English, physically or via e-mail and no fee is due as a result thereof. Acquisition or increase of a qualifying holding In case of a planned acquisition or increase of a qualifying holding, the process begins with the submission of a notification and the required documents to Banco de Portugal, which then forwards this submission to the ECB. Both enti - ties jointly review the proposal and may request more information, if necessary. Banco de Por - tugal subsequently drafts a decision on the acquisition or increase of a qualifying holding, which is sent to the ECB for review and for a final decision to be taken. This final decision is then communicated back to Banco de Portugal and the applicant, within 60 working days after proper submission of the notification. Reduction or disposal of a qualifying holding In the case of a planned reduction or disposal of a qualifying holding, a notification with all the required elements must be submitted to Banco de Portugal. Banco de Portugal then reviews the proposal to assess if the remaining holding is considered a qualifying holding. Additional infor - mation may be requested during this process. Banco de Portugal must decide on the holding
status within 30 days (business days for elec - tronic money institutions or calendar days for credit institutions and financial companies) after proper submission of the notification. Banco de Portugal will specify if the holding still qualifies, if it falls below 10%, or will confirm receipt and completeness of the submission, if the holding is fully disposed of or remains above 10%. Ongoing Requirements Any holders of qualifying holdings shall notify Banco de Portugal of any changes to the infor - mation previously provided to the regulator and of any increase, reduction, or disposal of a quali - fying holding in accordance with the procedures outlined above. 4. Governance 4.1 Corporate Governance Requirements Legal Requirements In Portugal, the main rules applicable to corpo - rate governance are covered by: (i) the Portu - guese Companies Code (Decree-Law No 262/86, of 2 September); and (ii) the Legal Framework of Credit Institutions and Financial Companies. Portuguese credit institutions always take the form of a public limited company ( sociedade anónima ). They must have their head office and place of effective management in Portugal, and must have in place robust governance arrange - ments, including a clear organisational structure with well-defined, transparent, and consistent lines of responsibility, and effective processes to identify, manage, monitor, and report risks. Credit institutions also need to be equipped with adequate internal control mechanisms, includ - ing sound administrative and accounting proce - dures, gender-neutral remuneration policies and practices that promote and are consistent with
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