Sociedade por Quotas
Already in the Seed-Financing-Round Portuguese start-ups convert into the legal form of the sociedade anónima S.A.
Prior to this, they mostly use the Sociedade por Quotas, which can provide for an optional Supervisory Board.
A PE/VC Fund may, under certain conditions, supervise its investment through an observer seat. If, exceptionally, a Supervisory Board has been established, participation in this is also possible.
The Board of Directors (Conselho de Administração) manages the S.A. There is no specific supervisory body. However, investors can be granted an observer seat status by contract. The observer may attend meetings of the Board of Directors but has no voting rights.
A dualistic structure is also possible. A Supervisory Board then monitors the Management Board. In practice, however, this structure is rare. An individual auditor may also be appointed as a supervisory body. However, the latter must be an official auditor (Revisor Oficial de Contas).
A PE/VC Fund may in principle accept an observer seat, whereby the contractual structure is decisive in the individual case. The observer may not exercise any influence on the management decisions.
If, exceptionally, a Supervisory Board has been established, participation in this is also possible.
PE/VC Funds may not participate in the Board of Directors.
The information in our toolbox provides managers of private equity or venture capital funds with an initial overview of certain framework conditions in the respective country. It does not provide advice on the law of any country, neither does it substitute such advice. Before taking over a board seat in a portfolio company, it is at all times necessary to seek expert advice. Our team is happy to assist you with all questions at any time.
In collaboration with: Morais Leitao Galvao Teles, Soares Da Silva & Associados
Sources: Wegen/Spahlinger/Barth, Gesellschaftsrecht des Auslands 2. EL Januar 2018