Introduction

The Cross-border Merger Directive was implemented in Portugal by Law no. 19/2009 of 12 May 2009. This law has set a new regime applicable to cross-border mergers involving companies with registered seat in Portugal, which has included also the amendment of the Portuguese Companies’ Code (hereinafter referred to as the ‘CC’) and Commercial Registry Code. The new regime is applicable to the companies with registered seat in Portugal, which participate in a cross-border merger process and, on a subsidiary basis, the general rules governing domestic mergers.

Scope of the new rules

The CC (Art. 117-A), following the Cross-border Merger Directive, defines as cross-border mergers within the EU mergers involving companies incorporated in accordance with the legislation of a Member State of the European Economic Area (EAA) whose registered office, central headquarters or principal place of business is located within the EAA, where at least (i) two of the companies involved in the merger are subject to the legislation of different Member States and (ii) one of the companies involved in the merger is subject to Portuguese legislation, i.e. has its registered seat in Portugal.