Commercial Lawyer in Portugal, Porto
Legal support for companies, per matter or on an ongoing basis
If you are looking for a Commercial Lawyer, the work follows a company's legal life: the contracts it signs, its corporate structure, the shareholders who join and leave, and the disputes that result.
Scope
Legal advice for companies
This work can be done per matter, as it arises, or on an ongoing basis under a retainer, for those who prefer to have someone to rely on without opening a new file each time.
- Contracts with clients, suppliers and partners
- Changes to the articles of association and corporate structure
- Shareholders joining and leaving, and transfer of shareholdings
- Shareholder disputes
- Debt collection and payment orders
- Dissolution and liquidation of companies
- Company incorporation
- Tax debt reversion onto managers
In either case, the scope is defined before any proposal. It matters to know what is included before price is discussed.
Business law cannot be handled in separate compartments. A shareholder dispute usually has a tax dimension, a drawn-out collection can end in the debtor's insolvency, and a corporate restructuring affects employment contracts. We handle all these fronts in the same firm.
Shareholders
Shareholder disputes and company law
In shareholder disputes, what can be done almost always depends on what was written beforehand.
Excluding a shareholder is not a majority decision. The Commercial Companies Code allows two routes, and they are different.
The first is exclusion provided for in the articles of association, for cases concerning the shareholder's person or conduct that are set out there. It only works if the articles provide for it, which is why what was written when the company was incorporated decides what is possible years later.
The second is judicial exclusion, which requires disloyal or seriously disruptive conduct affecting the company's functioning, with significant harm caused or likely. It is decided by a court, and bringing the action must be resolved by the shareholders.
And there is a condition that undoes everything if ignored. Once judicial exclusion is ordered, the company has thirty days from the judgment becoming final to redeem the shareholding, acquire it or have it acquired. If it does not, the exclusion has no effect.
Exclusion therefore depends on the company being able to pay for the shareholding within that period. That calculation is made before filing.
On the other side is withdrawal, where a shareholder leaves on their own initiative, in the cases provided for by law and by the articles. Here too the company has thirty days to redeem the shareholding or have it acquired, and the articles cannot set a value lower than the one the law determines.
What the articles of association provide determines which routes exist. That is where we start.
Winding Up
Dissolution and liquidation of a company
Closing a company has two distinct stages, and they are not interchangeable.
Dissolution is the act that starts the winding-up process. When initiated by the shareholders, it is resolved at a general meeting called for that purpose, by a majority of three quarters of the votes corresponding to the share capital, unless the articles require a higher majority.
Liquidation is what comes next: determining assets and liabilities, paying creditors and sharing out what remains. The law allows two years for it to be completed and the distribution approved, extendable by one more year at most. If this period is not met, the registry may have them carried out administratively.
There are two shorter routes, and they suit different situations. Where there are no debts at the date of dissolution, the shareholders can share out the company's assets immediately. Where there are, liquidation can also be carried out by transferring the company's assets and liabilities as a whole to the shareholders.
The first has a caveat worth knowing before choosing: tax debts not yet due at the date of dissolution do not prevent immediate distribution, but all shareholders remain unlimitedly and jointly liable for them.
Dissolution does not make debts disappear. A company with liabilities that closes without liquidating them does not solve the problem: it transfers it, and what appears on the other side is the question of liability for those who managed it.
When a company can no longer pay, the framework is different. Insolvency
Areas
Incorporation, contracts and tax reversion
Company incorporation
What is decided at incorporation conditions what is possible later, especially the clauses on transfer of shareholdings, exclusion of shareholders and transmission on death.
Commercial contracts
Supply, distribution, agency, services and confidentiality.
Tax reversion
When the Tax Authority seeks to collect the company's debts from its managers.
If there is a transaction to carry out or a contract to sign, it is worth looking at it beforehand.
How We Work
How we work with companies
We start by understanding the company's structure and what is in the articles of association, because that determines the routes available in almost every corporate matter.
- Lawyer in charge: each case has a lawyer who speaks to you directly and follows it through to the end
- Professional secrecy: a lawyer's legal duty, which extends to everyone who works in the firm
- Scope and terms defined case by case: communicated before any commitment
- Reply within one business day: in Portuguese and English
We are a law firm in Porto, working since 2011, with practice in Labour Law, Insolvency and Credit Recovery, which are the areas that most often accompany a commercial matter.
FAQ
Frequently asked questions about Commercial Law
Are commercial law and business law the same thing?
In practice, yes. Commercial law is the term used in Portuguese law, and it is the name of the branch that regulates companies and acts of commerce. Business law is the common expression for the same set of matters, and “business lawyer” is also often heard. What changes is the vocabulary, not the scope of the work.
Can we exclude a shareholder by majority resolution?
It depends on what the articles of association provide. Outside the cases set out there, exclusion requires a court decision, on grounds of disloyal or seriously disruptive conduct affecting the company’s functioning.
How long do we have to close the company after dissolution?
Liquidation must be completed and the distribution approved within two years, extendable by one more year at most. After that, the registry may have them carried out administratively.
The company has debts. Can we simply close it?
Dissolution does not extinguish debts. When the company can no longer meet its obligations, the appropriate framework is different, and closing without considering it exposes those who managed it.
Do you work on a retainer or only per matter?
Both. The scope of a retainer is defined according to what each company needs, and agreed before any proposal.
Our accountant handles corporate changes. Do we need a lawyer?
It depends on the act. Some changes are matters of registration and some decisions condition shareholders’ rights for years. The distinction is not always obvious at the time.
Speak to a Commercial Lawyer in Porto
Describe your company's situation. We will tell you what is at stake, which routes exist and whether one-off or ongoing support makes sense.