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Supervisory Board/Sole Supervisor

The supervisory body can either be a Supervisory Board (“SB”) or a Sole Supervisor (“SS”).

Division of Duties:  The supervisory body 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 actions.

[...]

Composition: The SB has a minimum of 3 members (as further specified in the Bylaws). 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 (other than the auditor) 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 SB is appointed (in a maximum 4 years’ term) and dismissed by the General Shareholders Meeting (“GM”).  

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

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 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.

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

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 appointment 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 acceptance from the new SS/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 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.

**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 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 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 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