The Commercial and Corporate Law Department of Belzuz Abogados S.L.P. – Sucursal em Portugal, provides an overview on the necessary procedures aiming the definitive closure of a commercial unipersonal, by shares or public limited company.

The Portuguese legal framework foresees a special mechanism for the immediate extinction of companies, through a joint process of winding-up and liquidation, in the event that the company has no assets or liabilities to be settled (or if the company, prior to its dissolution, prepares or settles the existent liabilities). Our clients often raise some doubts related to the treatment of tax debts that are not – at the time of dissolution – yet due. Tax debts do not prevent immediate winding-up; nonetheless, the company’s shareholders shall remain unlimited, jointly and responsible for those tax debts. It is also possible to proceed with the company’s simultaneous winding-up and liquidation, in the event that the company has registered assets or liabilities, trough the cumulative verification of the following requirements:

i. The company’s bylaws do not prevent nor limit it;

ii. With a written consent provided by all social creditors;

iii. Through a written deliberation taken by the company’s deliberative body.

In such cases, the closure of the company operates through an overall transfer of the company's assets and liabilities to its shareholders. An additional note to recall the obligation to appoint a tax representative, which will be responsible for ensuring the communication of the Portuguese Tax Authorities with the closed company. Under the General Tax Law, the tax representative (which for all legal effects, can be a legal person or natural person) must be resident in national territory.

In the further not foreseen situations, commercial companies can be extinct through the completion of one of the following facts:

i. If the company was incorporated for a specified period, on its expiration date;

ii. In the event that the corporate purpose is completely executed, or it becomes illegal;

iii. Upon a proper resolution from the shareholders;

iv. After an insolvency declaration, following a legal lawsuit;

v. Through administrative dissolution, in the legally foreseen cases (such as when, for more than one year, the number of shareholders is less than the minimum required by law, unless one of the members is a public legal person or entity treated by law for that purpose or in the event that the company has not pursued any activity for two consecutive years);

vi. By officious dissolution, in the legally foreseen cases (such as when, for two consecutive years, the company has not submitted the accounts documents and the Tax Authorities have communicated to the Commercial Registration Office the omission of the tax return for the same period).

Once the dissolution phase has been completed, the company shall initiate the liquidation procedure in order to conclude all outstanding business and settle all results, which must be completed within a maximum of two years since its dissolution, except in some special cases. At this stage, the company must appoint its liquidators (individual or legal persons). It is common to appoint the company’s former directors. The appointed liquidators are responsible for: (i) enforce the corporate obligations; (ii) pay all social debts; (iii) collect social credits; (iv) registered the company’s dissolution.

The Commercial and Corporate Law Department of Belzuz Abogados S.L.P. – Branch in Portugal has professionals qualified to provide legal assistance in any issue related to the closure of commercial companies in Portugal, as well as in monitoring its procedures, in coordination with the client’s accounting teams.

Departamento Derecho Mercantil y Societario | (Portugal)

Belzuz Abogados SLP

La presente publicación contiene información de carácter general sin que constituya opinión profesional ni asesoría jurídica. © Belzuz Abogados, S.L.P., quedan reservados todos los derechos. Se prohíbe la explotación, reproducción, distribución, comunicación pública y transformación total o parcial, de esta obra, sin autorización escrita de Belzuz Abogados, S.L.P.