
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
During a general meeting, the shareholders discussed the re-election of directors after the expiry of their term of office. However, the votes were tied, preventing an agreement from being reached. Subsequently, an application was made to register this ‘non-approval’ in the commercial register by means of the notarial minutes of the meeting. The commercial registrar refused registration on the grounds that the Capital Companies Act (LSC) requires a majority for the adoption of resolutions and does not provide for mechanisms to resolve ties in the voting at the meeting.
The Directorate General confirmed this decision on the basis of three main arguments:
The resolution emphasises that the Commercial Register cannot be used to reflect situations that do not constitute registrable acts under the law. Furthermore, it underlines the importance of providing for solutions in the articles of association to avoid the paralysis of the company due to a lack of resolutions. In this context, the resolution of ties could be addressed through measures such as the intervention of an arbitrator or additional mechanisms provided for in the articles of association, although their validity would depend on the judicial analysis in each case.
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