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Directors

Division of Duties:  The administration and representation of the Company is carried out by one or more Directors, who may be Quotaholders or not. The Directors act jointly, the respective resolutions are taken by majority vote, and they bind the Company with their signatures in accordance with the Bylaws.

Composition:  The Company is administered by one or more Directors (both odd and even numbers) which can all be foreigners as well as non-residents. In this type of Company, only physical persons can be Directors. [...]

Appointment/Dismissal Competence: Directors are appointed by the Bylaws or are elected subsequently by the General Quotaholders Meeting (“GQM”) unless otherwise stated in the Bylaws. In general, Directors are not subject to an appointment period, except as otherwise stipulated in the Bylaws. Directors are dismissed by the GQM or may present their resignation by communicating the fact in writing to the Company.

Alternates: In general, Directors cannot be represented in the exercise of their functions. However, they can delegate powers to another Director and some of their powers can be granted to company attorneys by means of a Power of Attorney.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Portugal on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Albuquerque & Associados before actually changing any board members in Portugal.

Appointment
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Obtaining Tax Payer Number.

(i) Application for Tax Payer Number;

(ii) Copy of new Director’s passport;

(iii) Confirmation of address (only if the new Director is resident inside the EEA).

Yes, application to be signed by the new Director.

Any time prior to the appointment. The Tax Payer Number is issued immediately upon presentation of said documents.

Yes, original application to be sent to the Portuguese Tax Department.

Yes, passport copy to be certified and apostilled and signature of the new Director in the application to be certified.

No.

Obtaining a Tax Payer Number is a legal requirement to appoint a Director in Portugal.
2

Appointment of Portuguese Tax Representative (only if the new Director is resident outside the EEA).

Tax Representative declaration.

Yes, to be signed by the new Director.

Any time prior to the appointment. The Tax Representative is appointed immediately upon presentation of the declaration in the Portuguese Tax Department.

Yes, original declaration to be sent to the Tax Department.

Yes, signature of the new Director to be certified.

No.

Any resident in Portugal can be appointed a Tax Representative. In practice it is a service provided by Portuguese accounting firms.
3

Convening of GQM.

Convening notice.

Yes, to be signed by any of the Directors.

At least 15 calendar days in advance of the GQM (unless otherwise stated by the Bylaws).

Yes, a Director is to sign the original convening notice.

No.

Yes, if all Quotaholders concur.

Convening notice to be sent by registered letter to all Quotaholders.
4

GQM.

Minutes of the GQM.

Yes, to be signed by all Quotaholders present at the GQM.

At the date as stipulated in the convening notice (unless waived, cf. Step 3).

Yes.

No.

Yes, can be replaced by unanimous written decision (with no physical meeting needed), (unless otherwise stated by law or by the Bylaws).

The appointment takes legal effect once the Minutes of the GQM are duly signed.
5

Registration with the Portuguese Companies Register.

(i) Official filing form;

(ii) Minutes of the GQM.

Yes, form to be signed by lawyer or legal representative of the Company.

Filing for registration within 2 months of the GQM.

Yes, originals (or certificated copies) of the Minutes of the GQM are to be filed.

No.

No.

If the filing is not timely, the registration fee is doubled.
1
Step 1
0 days
2
Step 2
0 days
3
Step 3
0-15 days*
4
Step 4
0 days
5
Step 5
0-2 months

0-2½ months**

*Less than 15 days only possible if Step 3 is waived.

**Certification and Tax Payer Number/Tax Representative may take additional time.
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GQM.

Convening notice.

Yes, to be signed by any of the Directors.

At least 15 calendar days in advance of the GQM (unless otherwise stated by the Bylaws).

Yes, a Director is to sign the original convening notice.

No.

Yes, if all Quotaholders concur.

Convening notice to be sent by registered letter to all Quotaholders.
2

GQM.

Minutes of the GQM.

Yes, to be signed by all Quotaholders present at the GQM.

At the date as stipulated in the convening notice (unless waived, cf. Step 1).

Yes.

No.

Yes, can be replaced by unanimous written decision (with no physical meeting needed), (unless otherwise stated by law or by the Bylaws).

The dismissal takes legal effect once the Minutes of the GQM are duly signed.
3

Registration with the Portuguese Companies Register.

(i) Official filing form;

(ii) Minutes of the GQM;

(iii) Letter of resignation from the Director.

Yes, form to be signed by a lawyer or legal representative of the Company.

Filing for registration within 2 months of the GQM.

Yes, originals (or certificated copies) of the Minutes of the GQM are to be filed.

No.

No.

If the filing is not timely, the registrations fee is doubled.
1
Step 1
0-15 days*
2
Step 2
0 days
3
Step 3
0-2 months

0-2½ months

*Less than 15 days only possible if Step 1 is waived.
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Albuquerque & Associados has provided all input about changing board members in Portugal [...]

Albuquerque & Associados is one of the longest established Portuguese Law Firms in the field of business law, both domestic and International. Albuquerque & Associados' main focus is on business law, from commercial contracts to financial law, including project finance, and from company law to securities law, as well as public law and litigation.

For more information about Albuquerque & Associados and changing board members in Portugal, please use the below contacts:

TEL: +351 213 431 570
EMAIL: amr@albsa.pt
WEB: www.albuquerque-associados.com