Shareholder Loans Flashcards
define shareholder loan + articles
money that a shareholder puts into the company
- considered a loan, because the company has to pay it back w/ interest
- > art 243 + 245 (Lda)
- in SAs the same regime is apllied in analogy
are initial capital contributions shareholder loans?
no
- shareholder loans occur after incorporation
criteria for it to be considered a shareholder loan?
permanent nature - art 243 n1
what is an indication of permanent nature?
reimbursement period of over one year - art 243 n2
main consequence of a shareholder loan?
considered a subordinated claim
- in case of insolvency, shareholder loans are only repaid after debts with third parties have been satisfied - art 245 n3a)
what is the name of a loan without permanent nature?
intra group loan
Company gets bank loan. As a shareholder I decide to buy this credit from bank (pay the money owed).
However, this credit had a mortgage credit, can I maintain this mortgage?
No
- even though I become a creditor of company, because I am a shareholder, this credit will be subject to the shareholder loan regime.
Therefore, mortgage will be extinguished (art 245 n6)
Can the company give security to guarantee my shareholder loan?
No, 245 n6, securities/guarantees provided by the company in relation to reimbursement of shareholder loans are null and void.
Company A owns T and makes 100k shareholder loan to T.
B wants to buy T. What will the purchase price be?
composed of the shares + the 100k loan
When the shareholder loan is transferred to buyer (B) – can this new shareholder (B) have security?
No - article 245 n6, these will be null and void.
Shareholder loans can NEVER benefit from security in rem.
