Portuguese Commercial Code

Portuguese Commercial Code

Updated on Monday 06th March 2017

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open-a-business-in-portugal.jpgIf you are planning to establish or operate a company in Portugal, you should take note of the Portuguese Commercial Code or Decree Law 262/96 which took effect on November 1, 1986.  The Portuguese Commercial Code governs all commercial companies that operate in this country. This includes companies that do not have an established headquarters in Portugal, but engage in business activities in the country for more than a year. Those that do not reach this requirement are still bound by the Portuguese Commercial Code for any transaction entered into, as well as other entities they have transactions with. Just approach our lawyers in Portugal to check if your company is covered by this law. 

The provisions of the Portuguese Commercial Code deal with a lot of aspects of a company. Our lawyers in Portugal have come up with the important ones, mentioned below. 


Types of companies


There are generally four types of companies that can be established under the Portuguese Commercial Code. The companies are incorporated as:

- partnerships,

- limited liability companies,

- public limited companies,

- limited partnerships,

- limited partnerships with shares.

The Code also provides for the requirements for registration, as well as the procedure for doing so. Our Portuguese lawyers can help you establish the type of company that you desire.


Rights and duties of shareholders


The main duties of shareholders under the Portuguese Commercial Code are to pay their capital contribution and to take part in the losses incurred by the company. Their main right is to have a share at the company’s profits. Our attorneys in Portugal can help you protect your rights as well as perform your obligations.

The duty of a director is to act with the utmost good faith and diligence in handling the company. He or she must always keep in mind the best interest of the company when dealing with other entities. 


Registration and dissolution of a company


Companies in Portugal only gain a legal personality once their articles of association have been finally registered. The Portuguese Commercial Code provides for the requirements and procedure for registration. The registration is done at the National Registry of Corporate Bodies

The dissolution of a company can either be through what was written on the articles of association or what is provided for under the Portuguese Commercial Code. Under the Code, a company can be dissolved in certain cases:

- the term for its existence has expired;

- a resolution for dissolution is adopted by the company;

- the fulfillment of the company’s purpose;

- in case of subsequent illegality of the company’s purpose;

- insolvency.

Just visit our law firm in Portugal if you have further questions about the Portugal Commercial Code and what you need to do to establish your company in this country.