Part 4 of Chapter 6

Question 1

What are affiliated companies

Answer 1

Regulated in articles 481-508-E(2)

Question 2

Articles 481-508-E(2) are provisions only applicable to

Answer 2

1. Relationships established between quota companies, share companies, or limited partnerships with shares
2. Companies with their head office in Portugal (except when otherwise provided for by the law)

Question 3

What does the law consider to be affiliated companies

Answer 3

1. Companies in a relationship of simple participation
2. Mutual patricipation
3. Control relationship
4. Group relationship

Question 4

Relationship of simple participation

Answer 4

When one of them holds quotas or shares of the other in an amount >= 10%.
When a company obtains 10% of the capital of the other (and while it holds such percentage) has an obligation communicate, in writing, all acquisitions and sales of quotas or shares carried out, from the moment at which a simple participation relationship is established.

Question 5

Mutual Participatoin

Answer 5

Art 485
Each company holds >= 10% of the share capital of the other
Communication obligations apply.
Company which was the last to communicate the value of the acquisition of share capital of the other is prohibited from acquiring new quotas or shares of that other company

Question 6

Control Relationships

Answer 6

(Art 486-487) Two companies are considered to be in a control relationship when one company can exercise, directly or indirectly, a controlling influence over another
Majority of capital
Majority of voting rights
Right to appoint the majority of the member of the management or supervisory bodies of the controlled company

Question 7

Group relationship

Answer 7

Art 488-491
Total initial control:
1. When one company incorporates a share company. the incorporating company is the sole partner and holds 100% of the share capital
2. Total subsequent control (Art 489)
3. Groups incorporated by means of the execution of a horizontal group agreement (art 492), two or more companies agree to submit their management to a single common management
4. Groups incorporated by means of a subordination agreement (Arts493 to 508). The group relationship is established by means of an agreement, a company subordinates its management to the corporate bodies of another company