PORTUGAL

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PORTUGUESE STRUCTURE

Choose the type of company you are changing board member in

Pursuant to the Portuguese Company Code, a Company by Quotas (in Portuguese: “Sociedade por Quotas – Lda”.) most commonly has one of the following organizational structures:

  1. One or more Directors (in Portuguese: “Gerentes”only.
  2. One or more Directors and a Supervisory Board (in Portuguese: “Conselho Fiscal”)/a Sole Supervisor (in Portuguese: “Fiscal Único”).

Please see, respectively, “Director” and “Supervisory Board/Sole Supervisor” below for a more in-depth description of each board type, including how to change the respective board members.


For a description of how to change the respective board members, please see the individual steps below.
As all information on how to change board members in Portugal on the LCB 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 before actually changing any board members in Portugal.

Pursuant to the Portuguese Company Code, a Company by Shares (In Portuguese: “Sociedade Anónima – S.A”.) most commonly has the following organizational structure:

  1. A Board of Directors (in Portuguese: “Conselho de Administração”and a Supervisory Board/Sole Supervisor (in Portuguese: “Conselho Fiscal”/Fiscal Único”).

However, the Portuguese Company Code establishes 2 other organizational structures which are rarely used (and, accordingly, are not further described):

  1. A Board of Directors comprised of an Audit Board (in Portuguese: “Comissão de Auditoria”) and an Auditor (in Portuguese “Revisor Oficial de Conta, or R.O.C”).
  2. An Executive Board of Directors (in Portuguese: “Conselho de Administração Executivo”), a General and Supervisory Board (in Portuguese: “Conselho Geral e de Supervisão”and an Auditor.

Please see, respectively, “Board of Directors” and “Supervisory Board/Sole Supervisor” below for a more in-depth description of each board type, including how to change the respective board members.


For a description of how to change the respective board members, please see the individual steps below.
As all information on how to change board members in Portugal on the LCB 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 before actually changing any board members in Portugal.

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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 contact our Partner directly.