Basic Corporate Transactions for Portuguese Businesses
Scale your pre-seed start-up with a legal approach that works.
Our corporate lawyers will guide you through the process step-by-step.
How can a lawyer help me?
Scaling a business can be complex and challenging, especially when attracting investment. Lexidy LegalTech Boutique’s legal professionals will help assist you with the selling or purchase of shares to protect your rights. In addition, we ensure transactions are aligned with corporate regulations.
Sometimes, prior to the closing of the deal, investors change the terms of mergers and acquisitions and attempt to renegotiate the purchase price. Our lawyers minimize this risk by drafting bulletproof purchase and sale agreements. They also ensure strict deadlines for closing dates in connection with these agreements are contractually respected.
Furthermore, our attorneys are available to assist you in amending the Articles of Association when it comes time for changes. Finally, if there is any complication with your operation, our legal team will ensure that all formalities occur quickly and easily.
¨We will be with you each step of the journey.¨
What are the Articles of Association?
A company’s Articles of Association is a legal document that incorporates the company and sets out how it will be managed. It displays all the basics of a sustainable business, such as rules between shareholders and management.
Some of the main issues regulated by the Articles of Association are:
- The legal structure of the Company.
- Internal mechanisms of control.
- The management of the Company
The company’s approval process will govern various things. This usually includes how to call meetings formally, and what majorities are needed to take specific measures. It also regulates the relationship between shareholders themselves and their relationship with the Company on matters such as stock ownership.
What is a Basic corporate transaction?
As a start-up grows, it is likely to reach a point when it outgrows its current legal structure. In addition, the company’s success means that its existing governance is no longer fit for the purpose of the company.
This new reality means having the best path forward to allow new investors’ funds to enter the business. Sometimes, it’s to enable more managers to join the company. Either way, they both help sustain the company’s growth.
A small business needs to understand all the new corporate documentation and paperwork. This can be changing the company’s entity or merging with other companies.
When a business owner is in the pre-seed stage, most of its corporate transactions will be associated with either:
- Share Purchase agreements
- or amendments to its bylaws.
A Share Purchase Agreement is a contract between an investor and the company in which share capital is exchanged for money. The money used to grow the startup can now be used to implement its strategy.
Typically, this new funding comes from Series A or B investors. These investors will want to review balance sheets, terms and conditions and corporate governance before finalizing a specific amount of money.
These are all necessary factors to determine whether it’s a growing business. Therefore it’s essential to draft a binding nondisclosure agreement.
Before contemplating this agreement, some investors will want preferred shares or other attractive terms.
The purchase may have to be approved at the General Shareholder’s Meeting as a new shareholder is involved in the company’s share capital.
It’s not surprising for investors to ask for certain privileges for their investment and endorsement. But unfortunately, some require changes to the Company Articles of Association.
How can I amend the Articles of Association?
The Articles of Association can only be amended by following certain formalities.
They must follow the steps below:
- First, call the General Shareholder’s meeting.
- Approving the decision by the shareholders as explained in the existing Articles of Association.
- Drafting the necessary resolutions, contracts (if needed) and Article amendments to register the change in the commercial register.
We are a department formed by qualified legal experts who have been trained in the field of corporate law. We work on these requests every day and it’s our passion. For us, Lexidy is a way of life and what excites us the most is to be able to deliver the happiness and satisfaction of a successful process. We want to help you achieve your goals and dreams.
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