[BUYING AND SELLING REAL ESTATE IN PORTUGAL]
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In its most common composition, the company is governed by a General Meeting Board, the Board of Directors and the Sole Supervisor, who should be a Statutory Auditor. PLCs with a maximum registered share capital of EUR 200.000,00 may be managed by a Sole D irector (“ Administrador Único ”), by means of a provision of the bylaws, rather than having a Board of Directors. In most PLC companies, the share transfer agreements require no special formalities, and its register is executed directly at the company itself. V.1.2. LIMITED LIABILITY COMPANIES BY QUOTAS (LTD) Usually representing the small and medium sized companies, the LTD companies are the most found type of companies in Portugal due to the inexistence of a minimal initial share capital requirement and a simpler functioning and structure, as well as the bigger control given to the founder partners. Its share capital is divided up into quotas, with a minimum initial amount per quota of €1. The limited liability company can have or be incorporated by a sole quota holder (in which case the company must bear the corporate expression “sole quota holder limited liability company by quotas” – “SUPQ” ), or by any other number of quota holders (“SPQ”) . Differently from PLC companies, the information about the quota holders’ identity is public, accessible through the commercial registry official records. The quota transfer requires writing form and an official registry of the transmission.
V.2. REAL ESTATE INVESTMENT FUNDS Over the last few years, these vehicles of real estate investment took up the Portuguese market, mostly due to its favorable tax regime. The so called “ Fundos de Investimento Imobiliário ” (“FII”) are autonomous assets under the joint ownership of individuals or corporate entities, usually called “ unitholders .” FII’s are also divided up into identical investment/participation units. The expression "investment fund" is reserved to the investment fund, with the addition of the expression "real estate" in the case of real estate investment funds, which should be part of its denomination. FII’s must assume one of three capital variability forms: i) Open-ended funds – with a number of investment units, variable according to the market demand; ii) Close-ended funds – with a fixed number of investment units, established at the moment of its emission, with the possibility of increasing or reducing its number, if and when mentioned in the law and in the management regulation; iii) Mixed funds – with a fixed number of investment units and variable number, included in two different categories. FII’s are a type of undertaking for collective investment ("OIC") of a contractual nature, which management and representation must be performed by third ones specialized in the real estate market – as a general rule, by a management company of a collective investment undertaking (“SGOIC”). The management company of a real estate investment fund must be a public limited
ILN Real Estate Group – Buying and Selling Real Estate Series
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