SAs and Lda.s are different from other available structures where shareholder liability is unlimited (sociedade em nome colectivo et sociedade em comandita), although the latter are now rarely used. The share capital of an Lda. is divided into quotas that may have different nominal values with a minimum of € 1.00. Quotas are not carried out in a document and their transfer must be made by a written agreement, followed by their deposit with the Office of Commercial Registers. In an SA, shareholders generally appoint the board of directors for a period of four years (the articles of association may, however, provide for a shorter period). There are no requirements for independent directors (except for listed companies). In an Lda. directors may be appointed for a specific term or without a term, in this case until dismissal or resignation. Under Portuguese general company law, a S.A. must have at least five founding shareholders. Conversely, it is a Lda. must have at least two shareholders, unless it adopts the structure of a company with a single quota holder (sociedade unipessoal por quotas), which allows the share capital to be fully owned by a single quota holder. The organs of an Lda.
are the general meeting of shareholders and the management (which may be composed of one or more directors). Although a board of directors is not mandatory, Lda.s is required, in some cases, to appoint a statutory auditor. The share capital of an SA is divided into shares, they can be nominal or without nominal value (but the two cannot coexist in the same SA) and all shares must have the same nominal value (at least € 0.01 per share). Share certificates are issued to represent one or more shares in accordance with the laws of the company. The most important legislation in this area in Portugal is as follows: although most of the company`s management powers are entrusted to the directors, the following decisions are reserved for the shareholders: the SAs are required to have a board of directors (or a board of directors and a general and supervisory board, depending on the organizational structure chosen). (1) General commercial companies (sociedade em nome colectivo), Despite this, the three most common legal forms that can be considered when setting up a company or activity in Portugal are as follows: when we talk about essential company law in Portugal, we start with “types of corporat companies”. In Portugal, there are four types of companies: each class of shares must have something that differentiates it from other classes and all shares within the same class must grant the same rights. Joint shares (“ordinárias”) are the transferable securities that constitute the property of a company. Holders of common shares exercise control by choosing the board of directors and voting on company policy. Preferred shares (“preferenciais”) confer on common shares a kind of rights and privileges. The nature of these rights or privileges consists of property advantages (mainly with regard to dividends). To decide on the legal form of the subsidiary, the foreign investor must make the distinctions between an SA and an Lda.
are likely to significantly affect their business. From a day-to-day point of view, these two notions can be managed to a large extent in a similar way, although in some cases Lda.s can be managed in a less formal way, as it facilitates the structure of the company and is therefore more suitable for short-term investments. When it comes to ASAs, they are generally recommended for sustainable investments, especially when a large number of investors are expected. The management bodies of SAs and Lda.s have a very broad power to retain the company. Although restrictions may be included in the articles of association, they are not applicable to third parties, provided that the actions of the directors are within the limits of the company`s objective. . . .