
Obligation to keep books and documents in the liquidation of companies
The General Directorate of Legal Certainty and Public Faith (DGSJFP) has, through its decision of 14 January 2025, has confirmed the need to include in
The case arose when, pursuant to article 169 of the Capital Companies Act (LSC), a request was made to the company registrar for the convening of a general meeting to be held. The request, made by a group of shareholders, indicated as the registered office the address stated in the articles of association and in the Commercial Register. However, the applicants were aware that this address did not correspond to the real address, so that neither the company nor its director could be located at that address.
The meeting was held, at which it was agreed that the sole director would be dismissed and a new director appointed. In response to those resolutions, the director who had been removed brought an action challenging the validity of the meeting and, consequently, of the resolutions adopted.
At first instance, the claim was upheld as it was found that there had been an infringement of the essential hearing procedure provided for in article 169.2 of the LSC. The judgement emphasised that the conduct of the applicants violated the principle of good faith, depriving the director of the effective possibility of intervening in the proceedings.
On appeal, the Provincial Court dismissed the appeal and upheld the nullity of the notice of meeting and the resolutions adopted, based on the following reasoning:
The General Directorate of Legal Certainty and Public Faith (DGSJFP) has, through its decision of 14 January 2025, has confirmed the need to include in
The Portuguese State Budget for 2025, enacted through Law no. 45-A/2024 of December 31, introduces a series of tax measures aimed at at strengthening the
In the case of mergers of wholly-owned companies that have no employees, it is not necessary to prepare a directors’ report, not even regarding the