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Supervisory Board/Sole Supervisor

The supervisory body can either be a Supervisory Board (“SB”) or a Sole Supervisor (“SS”). The SS/SB is only required by law (but may be always voluntarily created) in Companies by Quotas which exceed 2 of the 3 following limits for 2 consecutive years: (i) total of the Balance Sheet: EUR 1,500,000; (ii) total net sales and other earnings: EUR 3,000,000; (iii) average annual number of workers: 50.

[...]

Division of Duties:  The SB/SS has general duties of control and surveyance of the Company in matters such as the Company management, the general compliance of the law and of the Bylaws, the regularity of the accounts and respective supporting documents, as well as to prepare an annual report on the respective surveyance action.

Composition:  The SB has a minimum of 3 members (as further specified in the Bylaws) whereas the SS per definition is one person only. The SB must include a Portuguese auditor (in Portuguese: “Revisor Oficial de Contas” or “R.O.C”) or a Portuguese auditing firm and the SS must be a Portuguese auditor. The SB members can be either foreign or national citizens and there are no requirements of residency. Further, both physical and legal persons can be SB members.

Appointment/Dismissal Competence:  The SS and SB members are appointed and dismissed through a resolution of the General Quotaholders Meeting (“GQM”).

Alternates: The SS and a SB member being an auditor must have an alternate auditor as appointed by the GQM.

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

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 notice.

No.

Yes, if all Quotaholders concur.

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

If the new SB member (not the SS) is a foreign national/resident outside Portugal, such SB member needs to apply for a Tax Payer Number/appoint a Tax Representative.
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 appointment 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 acceptance from the new SS/the SB member being an auditor.

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.

**Tax Payer Number/Tax Representative (if required) 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 law or by the Bylaws).

Yes, a Director is to sign the original 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 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 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 SS/SB member.

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