[ESTABLISHING A BUSINESS ENTITY IN PORTUGAL] 380
The company shall register itself with the Tax Authority and the Social Security Services within 15 days after incorporation and must serve a notice to the Portuguese Labour Department whenever a worker is hired by the company. With the new procedures recently implemented by the Government (the so-called “ Simplex Program ”), it is possible to conclude the incorporation process in a single day. IV. GOVERNANCE, REGULATION AND ONGOING MAINTENANCE PLC's management and supervision must take one of the following three forms: (i) The first one, most commonly used in Portugal, refers to an organization structure formed by a board of directors (“ conselho de administração ”) and a sole supervisor or supervisory board (“ fiscal único” or “conselho fiscal ”); (ii) The second form of organizing corporate management consists of a board of directors, containing an audit committee (“ comissão de auditoria ”), and that also includes a certified chartered accountant (“ revisor oficial de contas ”) for supervision functions; (iii) Finally, there is a third form, which comprises an executive board of directors (“ conselho de administração executivo” ), a general and supervisory board (“ conselho geral e de supervisão ”), as well as a certified chartered accountant (statutory auditor). In addition, a PLC whose shares are listed on stock exchange market must appoint a secretary (“ secretário ”) and the respective alternate. PLCs with a maximum registered share capital of EUR 200.000,00 may be managed by a sole director (“ administrador único ”), by means of a provision of the bylaws, rather than having a board of directors. On the other hand, the shareholders of a PLC gather and vote resolutions in general meetings. They must gather ordinarily once a
year or whenever they are convened by the chairman of the general meeting upon request of the management or the supervisory body or upon request of one or more shareholders holding at least 5% of the entire share capital (special meetings). Under specific circumstances, the law also allows the audit committee, the general and supervisory board, the supervisory board and the court to summon shareholders for a general meeting. The shareholders' meetings must be convened by a notice published in the official website of the Ministry of Justice (http://publicacoes.mj.pt/) or, in certain cases when the bylaws foresee such possibility, by registered mail or by e-mail to shareholders which have expressed their prior written consent. The notice shall be published for at least 1 month and, if applicable, sent 21 days in advance as to the date of the general meeting, and shall mention, amongst other information, the general meeting's agenda. Notwithstanding the above, a general meeting may be convened and held without complying with the referred prior formalities, provided that all shareholders are physically present or duly represented and unanimously express their consent to gather and take resolutions on a particular subject (universal meetings). In addition, Portuguese law also allows shareholders to pass resolutions without all attending physically and simultaneously the general meeting, provided that the resolutions at stake are approved by unanimity of the votes and laid down in writing. It is also possible to hold general meetings by resorting to telematic means (combination of telecommunications and informatics – transmission of voice and image in simultaneous is usually required), also called “virtual meetings”. The shareholders and the company can benefit from this new way of
ILN Corporate Group – Establishing a Business Entity Series
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