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Share Capital Increase and Reduction in Portugal

Know how to adjust the level of shareholders’ equity.

Our corporate lawyers will guide you through the process step-by-step.

How can a lawyer help me?

Increasing a corporation’s capital stock is relatively simple, but there are many formal requirements to be fulfilled. We recommend working with a lawyer to ensure that the desired operation is legally compliant. Highly technical processes, like the division of new shares, how to deposit the new capital in the company’s bank account or how to draft the meeting’s resolution to avoid issues with the Commercial Register, often require a lawyer’s guidance.

The process is typically quick and simple when a company works with an experienced lawyer who knows how to navigate Portuguese bureaucracy. Their expertise protects against future issues as well as share capital adjustment headaches if they have the right amount of knowledge. A lawyer can even act on your behalf via Power of Attorney and sign documents in the presence of a Notary.

At Lexidy LegalTech Boutique, we go the extra mile by assisting our clients on every step of the process. We would advise the client on the optimal method for raising share capital, the required amount to contribute, and how to distribute the new shares here. 

Lexidy’s recommendations will take into account the shareholders’ rights and the possible different taxation that follows. Our lawyers are here for businesses of all shapes, sizes and industry to assist them with their share capital needs.

¨We will be with you each step of the journey.¨

 

What is a Share Capital Increase?

An increase in a firm’s share capital is achieved by either issuing new stock or by boosting the nominal price of existing shares. 

A General shareholders Meeting must approve this action, and the process must be consistent with the Company’s Articles of Association. 

Portuguese’s Commercial Code mostly allows share capital to be increased in the following ways.

  • Capital increase by cash contribution: An individual can participate by making a monetary contribution to the firm. 
  • Capital increase by non-cash contribution: Other non-cash assets can be used to fund the project, provided that their ownership and economic value are established. 

Capital increase charged to profits or reserves: A corporation can raise capital by using prior year profits or reserves to increase its capitalization.

What is a Share Capital Reduction?

Articles of Association determine how much a company’s share capital can be reduced.  There are three types of capital reduction: 

  • Reducing the shares’ real value. The company can lower the share price, but keep the same number of shares, by using this approach. In other words, the value of each share will be equal to the combined value of all the new, lower-priced shares. 
  • Share amortization. A certain number of shares are eliminated until the firm’s total equity reaches the desired level. The shares nominal value isn’t reduced but some are directly removed. This reduces the share capital and the shareholders receive a return.

Grouping shares for exchange. A new share can be created by grouping several existing shares together.  Achieving the elimination of shares through combination rather than handling them individually is similar to share amortization.

How Can I Change My Company’s Share Capital?

The bylaws specify the procedures for increasing or reducing the firm’s existing stock. The General Assembly must approve such an action. After the shareholders approve and put into effect a resolution to alter the corporation’s share capital, the directors must alter the bylaws to reflect the new amount. 

The notary public must witness the signing of a certificate verifying that the decision was made at the meeting. After this, the outcome must be recorded with the Commercial Register.

Can I Increase and Reduce the Share Capital at the Same Time?

Yes but the capital reduction cannot occur if the company’s net worth does not exceed the new capital by at least 20%.

The share capital can be lowered to less than the minimum established by Portuguese law if the reduction is conditional on increasing capital to an amount equal to or greater than the minimum. It must be performed  within 60 days of the resolution.

It can also be reduced to an amount lower than the amount established in the Commercial Code if it is necessary to comply with the Insolvency Code.

The Portuguese law on minimum capital does not prevent the reduction resolution from being valid if, simultaneously, it is resolved to transform the company into a type that may legally have a capital of the reduced amount.

OUR WORK

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.

Ana Carolina Lourenço

Ana Carolina Lourenço

Lawyer
VitĂłria Galli

VitĂłria Galli

Lawyer
Maria Eduarda

Maria Eduarda

Legal Trainee
Patricia Malhadas

PatrĂ­cia Malhadas

Lawyer, Head of Corporate Portugal
Rita Proença

Rita Proença

Lawyer

IS TO MAKE CLIENTS HAPPY

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