Quota & Share Companies

Question 1

quota company (Lda)

Answer 1

private limited company

corporate bodies:

• quota holders (246)
• managers (259) - obligations (260)

quota holders:

• meet in GM (248)
• appoint/dismiss managers

Question 2

share companies (S.A)

Answer 2

public share company

corporate bodies:

• shareholders
• board of directors (405 +406) - obligations (409)

shareholders:

• meet in GM (373 + 375)
• appoint/dismiss the board of directors

Question 3

similarity b/w S.A and Lda

Answer 3

both are limited liability companies (protected from creditors)

• by-laws are public

Question 4

general powers of managers and quota holders? (Lda)

Answer 4

if it falls outside the corporate purpose it must be authorised by quota holders

• otherwise, falls under competence of managers (259)

art 246 (powers of quota holders)

Question 5

why do the board of directors (S.A) have more competences than the managers (Lda)?

Answer 5

it would be impossible to summon all shareholders to make decisions

• 405+406 (powers of board of directors)

Question 6

under what article can shareholders deliberate on matters relating to the management of the company if requested by board of directors?

Answer 6

373 n3

Question 7

is there a need for notary in order to transfer quotas in an Lda?

Answer 7

No - just has to be set in writing

art 228

Question 8

can quota transfers be prohibited?

Answer 8

yes - art 229