Corporate Law

Teaching/learning takes the form, above all, of carrying out theoretical-practical classes, with presentation

by the teacher of topics relating to the program contents, clarification of doubts raised by students,

comments on the subjects in question by all those involved in class, solving practical cases and analyzing

jurisprudential issues.

a) Objectives:

 – Master the fundamental concepts inherent to legal matters that relate to business reality, as well as the respective legal regime, with a special focus on commercial companies.

– Know the main doctrinal and jurisprudential issues that arise in an economic-social area undergoing permanent transformation.

– Rigorously distinguish the different types of commercial companies, as well as the legal regime inherent to their constitution, operation (in all their complexity) and extinction.

 

b) Skills to be developed:

The student must be able to identify which legal provision applies to each corporate situation, and must know how to correctly interpret the norm in question and resolve the specific situations they encounter. Whenever justified, doctrine and jurisprudence will be complementary realities to be taken into account.

CHAPTER I. THE MERCHANT – GENERAL ASPECTS

1. Introduction

2. Trader status

2.1. Adoption of a business name (article 18 nº 1 CCom)

2.2. Have commercial bookkeeping (article 18 nº 2 CCom)

2.3. Register the acts subject to it in the commercial register (article 18 nº 3 CCom)

2.4. Balance and report (article 18 nº 4 CCom)

3. Capacity and incompatibilities

CHAPTER II. THE INDIVIDUAL TRADER

1. Requirements for granting sole trader status

2. Debt liability regime

2.1. General observations

2.2. Marriage and liability for business debts

2.3. The individual limited liability establishment

CHAPTER III. COMMERCIAL COMPANIES

1. Framing the figure

1.1. Origin and evolution

1.2. The legal concept of a commercial company

2. The social types provided for by the commercial legislator

2.1. The typology contained in the Commercial Companies Code: general partnership, limited liability company, public limited company and limited partnership

2.2. The cooperative: association or society?

2.3. Figures related to the commercial society

2.4. Commercial companies in foreign legal systems

3. Formation of commercial companies

3.1. Form and formalities: distinction

3.2. Form

3.3. Formalities: traditional mode, immediate incorporation of companies and online incorporation of companies

3.4. Licensing

3.5. Apparent societies

3.6. Irregular societies

3.7. Foreign commercial companies operating in Portugal

3.8. Company promise contract

4. Effects of the incorporation of the commercial company

4.1. Acquisition of legal personality

4.2. Patrimonial autonomy

4.3. Capacity for enjoyment

5. Development of social activities

5.1. General rights and duties of partners: input duty, additional payments, supplementary payments and supply contract

5.2. Acquisition and distribution of profits

5.3. Social losses.

5.4. Assets and social capital

5.5. The reservations

5.6. The corporate bodies: deliberative body (the general assembly of members), administration and representation body and supervisory body

6. Amendment of the articles of association. Analysis in particular of the increase and reduction of share capital

7. Merger of commercial companies

8. Spin-off of commercial companies

9. Transformation of commercial companies

10. Termination of the commercial company

10.1. Dissolution

10.2. Sale off

Main bibliography:

 

RAMIREZ, Paulo, Commercial Law, 4th edition, Almedina, Coimbra, 2023

 

Additional bibliography:

 

ABREU, Jorge Manuel Coutinho de, On Entrepreneurship, Companies in Law, Theses Collection, Almedina, Coimbra, 1996 ALBALADEJO, Manuel, Derecho civil, II, Derecho de

obligaciones, 14th edition, Madrid, Edisofer, 2011

 

ALMEIDA, António Pereira de, “Organizational Structure

of Companies”, in Problems of Company Law, op. col., Almedina, Coimbra, 2003, pages. 95 and

ss

 

BERCOVITZ RODRGUEZ-CANO, Alberto, Apuntes de Derecho Mercantil, 16th Ed., Aranzadi,

2015

 

CUNHA, Paulo Olavo, Commercial Company Law, 7th edition, Almedina, Coimbra, 2019