Company Information – PMCG – Sociedade de Advogados SP RL

Shareholders minority rights on Portuguese Corporate Law: Company Information

I am a minoritary shareholder of a Portuguese Company. Can I have acess to company information?

Under Portuguese corporate law, shareholders have several rights to ask for and obtain company information. These rights are outlined in the Portuguese Companies Code (Código das Sociedades Comerciais) and include the following:

  1. Right to Review Corporate Documents: Shareholders have the right to review certain corporate documents, such as the articles of association (estatutos), annual reports, and financial statements. These documents provide important information about the company’s structure, governance, financial performance, and operations.
  2. Access to General Meeting Documentation: Shareholders have the right to access documentation related to general meetings, including notices, agendas, minutes, and proposed resolutions. This allows shareholders to understand the issues to be discussed and the decisions to be made at these meetings.
  3. Right to Ask Questions: Shareholders have the right to ask questions and seek clarifications during general meetings. This provides an opportunity for shareholders to obtain information directly from the company’s management or board of directors.
  4. Request Additional Information: Shareholders have the right to request additional information from the company’s management or board of directors outside of general meetings. This can include specific financial or operational data, explanations on corporate actions, or any other relevant information necessary for the exercise of their rights.
  5. Inspection Rights: Shareholders have the right to inspect certain company documents, such as accounting records, board minutes, and share registers. This right allows shareholders to verify the accuracy of financial statements and governance practices.
  6. Right to a Report from the Board of Directors: Shareholders holding at least 5% of the company’s share capital have the right to request a report from the board of directors on specific matters of interest to the company. The board is obligated to prepare and provide this report within 15 days of the request.
  7. Right to Dissent and Appraisal Rights: In certain circumstances, shareholders have the right to dissent from corporate resolutions and exercise appraisal rights. This allows them to challenge decisions that they believe are prejudicial to their interests and seek a fair value for their shares.

     

    What if I do not get a satisfactory response?

    If a shareholder’s rights to ask for and obtain company information are refused or denied in Portugal, there are several potential remedies available. The specific remedies and procedures may vary depending on the circumstances and the nature of the refusal. Here are some possible remedies:

    1. Written Request: The shareholder can submit a written request to the company, clearly stating the specific information they are seeking and referring to the applicable legal provisions that grant them the right to access that information. The company is obliged to respond to such a request within a reasonable timeframe.
    2. Shareholders’ Meeting: The shareholder can raise the issue at a shareholders’ meeting and request that the matter be discussed and resolved collectively. Other shareholders can be made aware of the situation, and their support can strengthen the shareholder’s position.
    3. Legal Action: If the company persists in refusing the shareholder’s rights to obtain company information, the shareholder may consider taking legal action. This can involve filing a lawsuit to compel the company to provide the requested information or to challenge the refusal as a violation of their shareholder rights.
    4. Regulatory Authority: Shareholders can also escalate the matter to the appropriate regulatory authority. In Portugal, the Comissão do Mercado de Valores Mobiliários (CMVM) is the regulatory authority responsible for supervising and regulating the securities market. They can be contacted to report any breaches or denials of shareholder rights.
    5. Shareholder Associations: Shareholders can seek support from shareholder associations or organizations that advocate for shareholder rights. These organizations may have resources, legal expertise, and collective bargaining power to assist shareholders in challenging the refusal of their rights.

    It’s important for shareholders to consult with legal professionals who specialize in corporate law to assess the specific circumstances and determine the most appropriate course of action. Legal advice can provide guidance on the specific remedies available under Portuguese law and the procedures to follow in order to protect and enforce shareholder rights.

    Call us to discuss your case!