Corporate Law
Legal support for companies throughout their life: from incorporation and internal organisation to relations between shareholders, the conduct of the management bodies and merger and acquisition transactions, through to dissolution and liquidation.
Matters the office handles
Company formation
Choice of company type, drafting of the articles of association and registration formalities.
Articles and shareholders' agreements
Governance rules, share transfers, pre-emption rights and exit mechanisms.
General meetings and resolutions
Notices of meeting, minutes, written resolutions and challenges to resolutions.
Management and directors
Duties of care and loyalty, appointment, removal and liability of directors.
Capital increases and reductions
Cash and in-kind contributions, supplementary capital and shareholder loans.
Mergers and acquisitions (M&A)
Purchase and sale of businesses and shareholdings, legal due diligence, share purchase agreements and company mergers.
Demergers and conversions
Corporate reorganisations, demergers and conversion to another company type.
Dissolution and winding-up
Dissolution and winding-up procedures, administrative or through the courts.
Shareholders, managers and directors, entrepreneurs starting a business and family companies preparing for succession in management.
Handled by the lawyers of ME&JBA
Each matter is personally handled by a lawyer of the office assigned to it, from the initial analysis of the facts and documents to its conclusion. Before work begins, the client is informed of the scope of the work, the expected steps and the criteria for setting fees.
Common questions on Corporate Law
What types of commercial company exist in Portugal?
The Commercial Companies Code provides for general partnerships, private limited companies (sociedades por quotas), public limited companies (sociedades anónimas) and limited partnerships. In practice, the most common are the private limited company, including the single-member form, and the public limited company. The choice depends, among other factors, on the number of shareholders, the capital, the liability sought and the governance model.
What is a shareholders' agreement?
It is an agreement between shareholders, or some of them, on how they will act as shareholders, for example on voting or on share transfers. Under Article 17 of the Commercial Companies Code, it is binding between the parties but cannot be relied on to challenge acts of the company or of shareholders towards it.
Can managers be personally liable for management decisions?
Yes, under certain conditions. The Portuguese Companies Code provides for three situations. Towards the company, a manager or director is liable for damage caused by acts or omissions in breach of legal or contractual duties, unless they prove they acted without fault; that liability is also excluded if they show they acted on an informed basis, free of personal interest and in accordance with criteria of business rationality (Article 72). Towards the company's creditors, they are liable where, through a culpable breach of rules intended to protect those creditors, the company's assets become insufficient to satisfy their claims (Article 78). Towards shareholders and third parties, they are liable for damage caused to them directly in the exercise of their duties (Article 79).
General information, based on the legislation in force on 17.10.2026. Its application to a specific situation depends on the facts and requires its own legal analysis.