A aquisição de bens a acionistas

Abstract

The present master thesis has as main theme the Acquisition of Assets to Shareholders and the principal objective is understanding the functioning and limitations of this institute, comparing it with other corporate legal systems that are close to us, namely, Spanish, Italian, French and German. The contribution is one of the main obligations of the partners. The contributions are divided into two different groups, namely, the contributions of “mere heritage”, known as industry contributions, where the value of the contribution is not counted in the share capital, and capital contributions, which are subdivided into cash contributions and contributions in natura. The contributions in natura are all that are not contributions in cash. In this sense, in the cash contribution, there is no way the partners can evaluate it with a different value of its real value. But in the contribution is in natura the shareholders would have the opportunity to evaluate the good for, for example, a value higher than its market value. Then, to protect the company, the other members and any company creditors of such problems there is a mandatory mechanism for evaluating the contribution in natura by an expert. But all this effort by the corporate legislator would be easily circumvented by any partner, if he made the contribution in cash and then would sell to the company the thing that he firstly wanted to entry. In this way, we would be facing a real entry but covered. In this sense, the corporate legislature laid down a protective mechanism for the realization of contributions in natura to protect the company, the other members and any company creditors in that cases, in particular, the acquisition of assets to shareholders which will be discussed throughout this dissertation.

Date of Award	7 Feb 2017
Original language	Portuguese
Awarding Institution	Universidade Católica Portuguesa
Supervisor	Armando Triunfante (Supervisor)