[ESTABLISHING A BUSINESS ENTITY IN PORTUGAL] 381
gathering provided that the respective bylaws do not prohibit such a mechanism. In a PLC, to approve valid resolutions, a minimum presence of voting share capital for shareholders may be required – the gathering quorum. For certain relevant decisions, such as bylaws amendments, stock capital increases or reductions, mergers, spin-offs, liquidation and winding up, etc., it is mandatory that the quorum represents at least one third of the entire share capital on first call. Resolutions are passed by a simple majority of votes cast of all those attending/represented in the shareholders' meeting, except for those relevant decisions mentioned in the preceding paragraph where a qualified majority of two thirds of the votes cast is required. Bylaws can provide for higher quorums as well as qualify voting requirements. Differently, LTD’s management comprises one or more managers (“ gerentes ”). As a general rule, an audit committee or a sole supervisor is not mandatory, but the company is allowed to have one. Indeed, the accounts on this type of company do not need to be checked by a certified chartered accountant, unless two of the following three limits are exceeded during a period of two consecutive years:
quarters corresponding to the capital stock is required, unless the bylaws foresee a higher majority). As far as requirements for local shareholders/directors are concerned, all individuals or corporations holding a participation in a Portuguese company, as well as any director or manager of a Portuguese company, must have or apply for a national taxpayer number with the local authorities. The legal regime of the Beneficial Owner Central Registry (“BOCR”) is foreseen in Law no. 89/2017, of 21 August 2017, as amended, and in Ordinance no. 233/2018, of 21 August 2018. The Portuguese BOCR (“ Registo Central do Beneficiário Efectivo ”) legal regime transposed Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing into domestic law and has an impact on all companies and respective beneficial owners, based on the beneficial owner disclosure rules. The BOCR is composed of a database managed and maintained by the Institute of Registry and Notary (“ IRN – Instituto dos Registos e Notariado ”) which contains the identification and information about the natural persons who, directly or indirectly, have ownership or effective control of established entities in Portugal, in order to enhance transparency in business relationships and compliance with the disclosure obligations for the prevention and combat of money laundering and terrorist financing. After the incorporation of a new company, it is mandatory to submit a beneficial owner declaration, which should contain information regarding the disclosing entity, the respective beneficial owner(s) (which, being a broad legal definition, must be subject to confirmation on a case-by-case basis) and the declarant. This
Total
balance
sheet
value:
EUR
•
1.500.000,00;
• Total net sales and other income: EUR 3.000.000,00; and Average annual workforce: 50. Most of the regime of the PLC is applied to LTD general meetings. The main exceptions refer to summons’ formalities (notice must be sent by the manager to quota-holders by registered mail 15 days in advance as to the date of the general meeting) and to voting quorum for bylaws amendments and winding up of the company (where a qualified majority of three- •
ILN Corporate Group – Establishing a Business Entity Series
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