Portuguese structure

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:

  1. One or more Directors (in Portuguese: “Gerentes”) only.
  2. 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:

  1. 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):

  1. 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”).
  2. 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.

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Albuquerque & Almeida has provided all input about changing board members in Portugal [...]

AA is one of the longest established Portuguese Law Firms in the field of business law, both domestic and International. The main focus is on business law, from commercial contracts to financial law, including project finance, and from company law to securities law, as well as public law and litigation.

For more information about Albuquerque & Almeida and changing board members in Portugal, please use the below contacts:

CONTACT: António de Mendonça Raimundo
TEL: +351 213 431 570
EMAIL: amr@aalegal.pt
WEB: www.aalegal.pt/en/