In Portugal, 2 main types of companies are commonly used pursuant to the Portuguese Company Code: (i) Company by Quotas (in Portuguese: “Sociedade por Quotas – Lda”.) and (ii) Company by Shares (In Portuguese: “Sociedade Anónima – S.A”.).
Companies by Quotas
Companies by Quotas most commonly have one of the following organizational structures:
- One or more Directors (in Portuguese: “Gerentes”) only.
- One or more Directors and a Supervisory Board (in Portuguese: “Conselho Fiscal”)/a Sole Supervisor (in Portuguese: “Fiscal Único”).
Companies by Shares
Companies by Shares most commonly have the following organizational structure:
- A Board of Directors (in Portuguese: “Conselho de Administração”) and a Supervisory Board (in Portuguese: “Conselho Fiscal”)/a Sole Supervisor (in Portuguese: “Fiscal Único”).
However, the Portuguese Company Code establishes 2 other organizational structures which are rarely used (and, accordingly, are not further described):
- A Board of Directors comprised of an Audit Board (in Portuguese: “Comissão de Auditoria”) and an Auditor (in Portuguese “Revisor Oficial de Conta, or R.O.C”).
- An Executive Board of Directors (in Portuguese: “Conselho de Administração Executivo”), a General and Supervisory Board (in Portuguese: “Conselho Geral e de Supervisão”) and an Auditor.
Please see, respectively, “Director”, “Supervisory Board/Sole Supervisor” and “Board of Directors” on the left side menu for a more in-depth description of each structure, including how to change the respective board members.
Albuquerque & Almeida has provided all input about changing board members in Portugal [...]
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