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Board of Directors

Division of Duties:  The Board of Directors (“BoD”) is responsible for the day-to-day business of the Company and represents the Company externally. The BoD is also the competent body for matters such as the acquisition, disposal and burdening of real estate, rendering of securities, important extensions or reductions of the Company’s activity, the establishment or termination of lasting and important cooperation agreements with other entities, or mergers.  The BoD is - as a general rule - only subordinated to deliberations of the Shareholders if determined by law or in the Bylaws.

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Composition:  The number of the BoD members is determined by the Bylaws (both odd and even numbers). The Company can have 1 BoD member only when the Share Capital does not exceed EUR 200,000. The BoD has a President who has the casting vote always if the BoD has an even number of members, and only if the Bylaws so determine, when the BoD has an odd number of members. The BoD members can all be foreigners as well as non-residents. Further, both physical and legal persons can be BoD members, however, legal persons must appoint a physical person to perform the functions of the BoD member in his/her own name with the legal person being liable for the actions of the physical person on a joint and several basis.

Appointment/Dismissal Competence:  The BoD members are appointed by the Bylaws or by the General Shareholders Meeting (“GM”). The BoD members are appointed for a maximum 4 year term (with possible reappointment). The President is appointed by the BoD itself unless the Bylaws stipulate that the GM appoints the President. The BoD members are dismissed by the GM. The members of the BoD may resign by communicating the fact in writing to the President and the President may resign by communicating the fact in writing to the Supervisory Board/the Sole Supervisor.

Alternates: The Bylaws can allow that any BoD member, who is not able to attend a BoD Meeting, is represented by another BoD member, through a letter addressed to the President. The BoD can delegate certain matters or the entire day-to-day management to one or more BoD members (or to an Executive Commission which shall then have its own President).

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 BoD member’s passport;

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

Yes, application to be signed by the new BoD member.

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 BoD member in the application to be certified.

No.

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

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

Tax Representative declaration.

Yes, to be signed by the new BoD member.

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 Portuguese Tax Department.

Yes, signature of the new BoD member 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 GM.

Convening notice.

Yes, to be signed by the President  of the GM.

The GM must occur within 45 calendar days from the publication of the convening notice, and not before 1 month from publication (or 21 calendar days from the expedition of the convening notice).

No.

No.

Yes, if all Shareholders of the Company concur.

Convening notice to be published on the official online portal of company publications or in case all the Shares are nominative and if the Bylaws allow it, sent by registered letter or email with proof of reception to all Shareholders.
4

GM.

Minutes of the GM.

Yes, to be signed by the President  and the Secretary of the GM.

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 GM are duly signed.
5

Registration with the Portuguese Companies Register.

(i) Official filing form;

(ii) Minutes of the GM.

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

Filing for registration within 2 months of the GM.

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

No.

No.

If the filing is not timely, the registrations fee is doubled.
1
Step 1
0 days
2
Step 2
0 days
3
Step 3
0-45 days*
4
Step 4
0 days
5
Step 5
0-2 months

0-3½ months**

*Less than 1 month (or 21 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 GM.

Convening notice.

Yes, to be signed by The President  of the GM.

The GM must occur within 45 calendar days from the publication of the convening notice, and not before 1 month from publication (or 21 calendar days from the expedition of the convening notice).

No.

No.

Yes, if all Shareholders of the Company concur.

Convening notice to be published on the official online portal of company publications or in case all the Shares are nominative and if the Bylaws allow it, sent by registered letter or email with proof of reception to all Shareholders.
2

GM.

Minutes of the GM.

Yes, to be signed by the President  and the Secretary of the GM.

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 GM are duly signed.
3

Registration with the Portuguese Companies Register.

(i) Official filing form;

(ii) Minutes of the GM.

(iii) Letter of resignation from the BoD member.

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

Filing for registration within 2 months of the GM.

Yes, originals (or certificated copies) of the Minutes of the GM are needed.

No.

No.

If the filing is not timely, the registrations fee is doubled.
1
Step 1
0-45 days*
2
Step 2
0 days
3
Step 3
0-2 months

0-3½ months

*Less than 1 month (or 21 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