PART 4 (CHAPTER 4)

Question 1

Company name (Public Limited Companies or Share Companies)

Answer 1

• shall be formed with or without initials, by the name or company name of one or more of the partners ending with the expression “Sociedade Anónima” or its abbreviation “S.A”

Question 2

Number of partners (Public Limited Companies or Share Companies)

Answer 2

• at least 5 partners (shareholders)
  exceptions:
• companies in which the Portuguese state holds majority of the capital may be incorporated with only two partners
• companies incorporated by a single company holding the entire share capital within the context of a relationship of control

Question 3

Share capital

Answer 3

• divided into shares
• partners’ liability is limited to the value of the shares subscribed
• shares can be expressed as a par value or not, both types cannot coexist in the same company
• minimum par value is 1 cent per share
• minimum share capital is 50 000 euros

Question 4

Mandatory content of the articles of association

Answer 4

• number of shares
• conditions for transfer of shares
• categories of shares and rights associated with each category
• nature of shares
• paid-up capital and deadlines for remaining capital
• authorisation for issuing bonds
• structure for management and supervision of the company

Question 5

Obligation of the partners (Initial contributions)

Answer 5

• subscription of 70% of the par value of shares can be deferred for a maximum period of 5 years
• services as initial capital not permitted

Question 6

Obligations of the partners (additional contributions)

Answer 6

• obligation to make contributions other than paying the initial capital contributions, provided that it fixes essential elements of this obligation

Question 7

Rights of the partners (right to a minimum information)

Answer 7

any shareholder who owns shares corresponding to at least 1% of the share capital may consult the following at the company’s head office:
- annual report and financial statements
- notice of meeting, minutes and attendance lists of general and special meetings of shareholders
- total value of renumeration paid
- total amounts paid to the 10 employees of a company who received the highest renumeration (workforce exceeds 200) or the 5 employees of a company who received the highest renumeration (workforce is 200 or less)
- the share registratio document

Question 8

Information in preparation of the general meeting

Answer 8

• within the 15 days prior to the general meeting, the documents listed in article 289 must be made available for consultation by the partners
• the partners may request truthful, complete and clarifying information

Question 9

Collective right to information

Answer 9

• shareholders whose shares amount for 10% of the share capital may request information
• information may be refused if it is feared that shareholder may use it for other purposes, if publication could cause significant loss to the company, or when it causes violation of secrecy which is imposed by law

Question 10

Rights of partners (Right to share in the profits of the financial year)

Answer 10

company must distribute 50% of the annual distributable profits (unless otherwise stated in the AOA)

Question 11

Statutory Reserves

Answer 11

• not less than 1/20 of the profits must be destined to the constitution of the statutory reserve until it represents 1/5 of the share capital

Question 12

The statutory reserve may be used only for the following purposes

Answer 12

• to cover part of the loss recorded in the balance sheet
• cover part of the losses from the pervious financial year
• for incorporation into the company’s capital

Question 13

Assignment of shares

Answer 13

• the AOA cannot exclude the transferability of shares
  however they can:
• make the assignment of registered shares dependant upon the consent of the company
• establish a right of preference for other shareholders and the conditions for the exercise

Question 14

Shareholders resolutions

Answer 14

can be adopted pursuant to the provisions of article 54

Question 15

Shareholders general meetings

Answer 15

• conducted by the board of the shareholder meetings
• elected for a maximum period of 4 years
• includes at least a chairman and a secretary

Question 16

When are shareholder meetings convened

Answer 16

• whenever stipulated by law, or when the board of directors, the audit committee or the supervisory board deem it appropriate
• at the request of one or more shareholders holding shares corresponding to at least 5% of the share capital

Question 17

Annual Meeting of Shareholders

Answer 17

• must take place within the 3 months following the close of the financial year (5 months in case of the use of equity method of accounting)
• after completing the annual report, accounts for the financial year and remaining required documents, the board of directors must request the convening of the annual general meeting

Question 18

Purpose of the annual general meeting

Answer 18

• discuss annual report and accounts for the financial year
• discuss proposed application of the company’s results
• assess management and supervision of the company in general
• proceed with any appointments

Question 19

Notice of Meeting and Means of Holding the Meeting

Answer 19

• general meetings shall be convened by the chairman of the board at the general meeting
• notice of the meeting must be published
• when all shares are registered, publication may be done thru registered letter or (with consent from shareholders) electronic mail
• should be held at the headquarters of the company
• supervisory board/audit comittee can only convene if request is approved
• notice of the meeting must state the matter which is to be brought

Question 20

Inclusion of Matters in the Order of Business

Answer 20

• shareholders may request the inclusion of certain matters
• the request must be addressed in writing to the chairman of the board within 5 days of the last publication of the notice of meeting
• the matters included must be communicated to the shareholders through the same means within 5 or 10 days of the meeting (registered letter or publication)

Question 21

Participation in the Meeting

Answer 21

• shareholders who are entitled to at least one vote have the right to attend the meeting and vote
• shareholders who DO NOT have voting rights can only attend the meeting and participate in the discussion
• managers, supervisory board and supervisory council must be present at general meetings
• statutory auditor who examined company’s accounts must attend the annual general meeting

Question 22

Representation of shareholders

Answer 22

• a shareholder that can’t attend the meeting can send someone to represent him
• must do so with the instrument of voluntary representation, a written document signed by the shareholder

Question 23

Attendance List

Answer 23

• the chairman must request a list of the shareholders attending
• shareholders must sign attendance list
• attendance list must be filed by company

Question 24

Quorum

Answer 24

• the first meeting, the shareholders (representing 1/3 of the share capital) may adopt resolutions regardless the amount of shareholders present
• the second meeting the assembly may adopt resolution regardless of the shareholders attending and the capital which they represent

Question 25

Majority

Answer 25

- meeting should adopt resolutions by a majority votes cast, regardless of the percentage of share capital represented - in resolutions on appointment of holders of office in the corporate bodies, 2/3 of the votes cast must be approved (whether they are meeting for the first or second time)

Question 26

Management and supervision

Answer 26

- a share company whose registered share capital does not exceed 200 000 euros may appoint a sole director instead of board of directors

Question 27

Traditional model

Answer 27

consists of: - board of directors (or sole director if share capital does not exceed 200 000 euros) - sole supervisor/supervisory board (a statutory auditor or a company of statutory auditors)

Question 28

Anglo-Saxon Model

Answer 28

- supervision carried out by an audit committee - a company with a sole director cannot choose the anglo-saxon model consists of: - board of directors with an audit committee and a statutory auditor

Question 29

German model

Answer 29

- board of executive directors - general and supervisory board - statutory auditor - general and supervisory board have powers to appoint members of the board and its chairman but does not hold management powers

Question 30

Appointment of Directors

Answer 30

- directors are appointed for the period established in the AOA, which shall not exceed 4 years

Question 31

Security

Answer 31

- director's liabilities must be secured through legally acceptable means - 250 000 euros minimum for companies with publicly traded securities or those meeting specific criteria - 50 000 euros for all other companies