Implementation and scope

The Second Company Law Directive was implemented into Portuguese law by Decree-Law nr. 262/86 of 2 September 1986, as subsequently amended, which enacted the Portuguese Commercial Companies Code (“Companies Code”). The amendments to the Directive introduced by Directive 92/101/EEC of 23 November 1992 were implemented by Decree-Law nr. 328/95 of 9 December 1995 (which also contained many amendments to the Companies Code), whilst those introduced by Directive 2006/68/EC of 6 September 2006 have been transposed through thirty-nine national execution measures. Finally, the amendments to the Directive introduced by Directive 2009/109/EC of 16 September 2008 have been transposed through Decree-Law nr. 53/2011 of 13 April 2011 (which also contains amendments to the Companies Code).

The scope of the Second Company Law Directive is limited to public limited liability companies (see no 1 of Chapter 1). In accordance with the Directive, the sociedade anónima de responsabilidade limitada (“SA”) is the form of public limited liability company under Portuguese law to which the Directive applies. Portuguese legislation has extended most of the rules of the Directive to cover the sociedade em nome colectivo, sociedade por quotas (“SQ”) and the sociedade em comandita por acções. This chapter covers the two main types of companies incorporated in Portugal which represent the overwhelming majority of companies incorporated in the Portuguese jurisdiction: the SA, and the SQ, as the number of companies incorporated pursuant to the remaining types is marginal (less than 1 per cent).