How does a General Shareholders Meeting work under Portuguese law?
Functioning of a General Meeting of Shareholders under Portuguese Law
The General Meeting of Shareholders is a critical entity for commercial entities in Portugal, playing a pivotal role in corporate governance and decision-making. This article provides an in-depth analysis of the operational mechanisms of a General Meeting of Shareholders in accordance with Portuguese legislation.
Call of the General Meeting of Shareholders
The General Meeting of Shareholders is summoned by the management body of the company, typically comprising the board of directors or administrators. Convocation is executed through a convocation notice that contains pertinent details, including the date, time, venue, and agenda of the meeting.
Quorum Requirements
For the General Meeting of Shareholders to deliberate validly, a majority of shareholders or capital must be present or represented, unless the law or bylaws stipulate an alternative majority. This is referred to as the “deliberation quorum.”
Deliberations of the General Meeting of Shareholders
Deliberations at the General Meeting of Shareholders are conducted through voting. Generally, decisions are reached by a simple majority of votes present or represented, unless a qualified majority is mandated by law or the bylaws. It should be noted that each shareholder is entitled to one vote, unless the bylaws establish different classes of shares with distinct voting rights.
Competencies of the General Meeting of Shareholders
The General Meeting of Shareholders possesses competencies to make significant determinations concerning the company. Key competencies include:
- Approval of the financial statements and annual accounts of the company.
- Election and removal of members of the management body, such as the board of directors.
- Deliberation on mergers, demergers, or dissolution of the company.
- Modification of the company’s bylaws.
- Authorization for additional share issuance.
- Allocation of profits and dividends.
- Decision-making regarding substantial asset acquisitions or disposals, among other significant matters.
These competencies represent a selection of the powers conferred upon the General Meeting of Shareholders, which may vary depending on the applicable legislation and the company’s bylaws.
Records and Minutes
Decisions taken during the General Meeting of Shareholders must be documented in minutes. The minutes should encompass the principal points discussed, decisions made, and the voting procedure employed.
We advise you to seek legal support regarding the convocation of a General Meeting of Shareholders. A legal professional specializing in corporate law and Portuguese regulations can provide valuable guidance and ensure that all legal requirements are met. They can help in drafting the notice of convocation, ensuring compliance with the applicable laws and regulations, and addressing any specific concerns or questions the client may have. Consulting with a lawyer will help ensure that the client’s interests are protected and that the convocation process proceeds smoothly and in accordance with the law.
Call us to appoint a meeting and further discuss your case!
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