Amendment To The Commercial Code

Author:Ms Amina Abdala and Dioclécio R. David


Decree-Law no. 1/2018 of 4 May, has come into force. This Decree-Law amends the Commercial Code approved by Decree- Law no. 2/2005 of 27 December, partially amended by Decree-Law no. 2/2009 of 24 April, "to adapt it to the need to reduce bureaucracy, increase flexibility and simplify the procedures to incorporate commercial companies."

The amendment cover the subjects addressed in the general part on commercial companies and some of the special rules on limited liability companies. They include the form of the articles of association, special rights of shareholders, and their suppression, limitation or modification, the right to information of the shareholders, changes to the powers of the general meeting, additions to those who can represent the shareholder at the general meeting, and the removal of some formalities, chiefly the need for documents to be witnessed and notarised. Not only are some changes made to the duties of the directors of companies, but also, some new ones are added. The new law regulates the matter of voting and calculating the majority, and it also enshrines the possibility for any interested person to obtain a copy of the articles of association of a given company.

Besides the new provisions and wording, these changes are characterised by repealing certain rules either because they were already covered in the general part on the commercial companies, or because they no longer made sense in view of the aims of the amendment

  1. Amendments To The General Part On Commercial Companies

    Besides, their legal representatives may also sign the articles of association, without the requirement for their signatures to be witnessed in person. The signature need only be recognised by similarity.

    The new law expressly enshrines the possibility for the share capital to be paid up in cash, in kind, or both, on the date of the incorporation, without prejudice to its deferral. When the share capital is paid up in kind by transferring real property into the ownership of the company, the articles of association must be executed by public deed. In this regard, the wording of the previous law was not sufficiently clear on this point.

    As to the information the articles of association must contain, besides its harmonisation, the terminology was fine tuned from "object of the company" to "corporate object".

    When it comes to the registered office of the company, the wording of article 92(1)(d) of the Commercial Code, which provided...

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