If you intend to set up a company or carry out any of the following acts in a company of which you are a part, you can count on the legal assistance of lawyer Catarina S. Gomes.

To form a company/business, it is necessary to know that they are subject to mandatory commercial registration:

• The formation of a commercial company
• The unification, division, and transfer of shares in limited liability companies
• The constitution and transfer of usufruct, pledge, arrest, inventory, and seizure of shares or rights over them
• The appointment and removal from office, for any reason other than the effluxion of time, of members of the administrative bodies, and of
• supervision of companies, as well as of the company secretary
• The change of the company's registered office
• The extension, merger, demerger, transformation and dissolution of companies
• The increase in share capital and any other amendment to the company agreement

Formation of a Company

Setting up a company is becoming increasingly easier, faster, and more convenient. Setting up a company/commercial partnership can be done in three ways:
Commercial companies

• in instalments;
• single-member limited liability companies;
• anonymous.

To establish a commercial company, it is necessary:

• Request for a certificate of admissibility of a firm or trade name;
• The partnership agreement – reduced to writing and the signatures of its subscribers must be notarised, unless a more solemn form is required for the transfer of the assets that the partners contribute to the partnership, in which case the agreement must take that form, without prejudice to the provisions of special law;
• Obtain a report from the auditor when there are cash entries.;
• Obtain documentary proof of the granting of special authorisations, if applicable and if this is not mentioned in the respective deed.

The partnership agreement is the fundamental document that determines the powers and internal rules of a given partnership. Proceeding with its modification implies a commercial registration act.

An alteration to the company's articles of association can consist of the introduction, deletion or modification of some of its clauses.

• The amendments occur by deliberation to alter the company's articles of association, which shall be taken in accordance with the provisions for each type of company;
• Shall be reduced to writing;
• The minutes of the respective resolution being sufficient, unless the law or the company contract require another document.

Examples of amendments to a partnership agreement:

Capital Increase

Capital Increase, what is it?

A capital increase is a financial operation to raise a company's share capital through two methods: capital injection by partners through the subscription of new shares or quotas, and the incorporation of reserves.

Capital increase through an increase in the nominal value of existing shares. In this type of increase, the old shares are replaced by new shares with a higher nominal value than the previous ones.

A capital increase through the issuance of new shares for existing shareholders and for anyone who wishes to subscribe to the increase. It must always be borne in mind that existing shareholders have preference for the acquisition of new shares, in order to maintain their shareholding within the company, or alternatively, they can sell their rights.

In other words, the capital increase can be carried out in kind, by incorporating reserves, retained earnings, advances from shareholders, or supplementary contributions, in cash, or through the admission of new partners.

An increase in capital can be carried out by means of a resolution or a public deed, while the assignment of quotas can be carried out by a private document or a public deed.

Capital Reduction

Capital reduction, what is it?

A reduction in share capital is a business practice that allows for the return of part of that capital to its partners, decreasing its total value. This mainly happens when the money involved is more than what is actually necessary to guarantee the functioning of the business or due to the level of debt.

Capital reduction can take the form of reducing the nominal value of shares, share consolidation, and share cancellation.

The reduction of share capital is a mechanism of great importance in the context of business and financial restructuring and reorganisation operations, fundamentally for the financial restructuring of the company or to return to the shareholders funds considered excessive for the company's activity.

In this way, the resolution to reduce share capital is a resolution necessarily linked to a specific purpose which must be stated in the notice convening the company's general meeting and duly explained, that is, substantiated in the minutes of the general meeting that approves the reduction of share capital.

Transfer of Shares

Assignment of shares, what is it?

The capital of these companies is divided into quotas. Whenever a partner wishes to leave the company, they must proceed with the sale of their quota, meaning they must use the instrument of quota assignment.

The assignment of quotas may imply other changes within the company, such as resignations and/or the appointment of managers, changes in the form of obligation, or even the transformation of the company itself.

In the specific case of limited liability companies, when the entirety of the company's shares are concentrated in a single shareholder, the company has a period of 1 year to transform into a single-member limited liability company.

Company Objects

For a society to carry out another activity, it is necessary that this activity be included in its social purpose. Otherwise, this purpose will need to be added or altered. Such an alteration implies a request for a certificate of admissibility of a company name and for commercial registration.

Resignation of administrative body membership (example - manager) Supporting document proving the resignation request was made in writing, addressed to the company or the chairman of the board of directors, and proof of receipt.

Change of Company Name or Trading Name

If the company is already legally constituted, meaning it is registered at the Commercial Registry Office, it is possible to make changes to it at any time.

The change of “name” requires a request for a certificate of admissibility of firm or denomination and the commercial registration of this fact.

Registered Office

For a change of the company's “registered office”, a certificate of admissibility of a firm may be necessary, and it is always necessary to register this fact.

If you are looking for answers to the following questions: how to increase capital, formation of a private limited company, formation of a commercial company, capital reduction, capital reduction for restitution to partners, assignment of quotas, registration of assignment of quotas – necessary documents, sale of quotas in a private limited company, how to define the company's corporate purpose?, change of company name, you are in the right place.

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• Employment Law
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• Family and Succession Law
• Commercial and Corporate Law