A entrada em espécie e a tutela dos credores sociais

Abstract

The purpose of this dissertation is to address the obligation of partners to make contributions, namely the regime of contributions in kind in commercial companies and the role it plays in protecting company creditors. Given the characteristics of contributions in kind, this type of contribution must be subject to a strict regime, essentially to guarantee the fulfilment of the partners' main obligation. To this end, the CSC enshrines the system for evaluating contributions in kind in Article 28, an essential rule for ensuring the effective fulfilment of the contribution obligation. At the same time, the CSC also provides for liability for errors on the part of the auditor, as well as the regime enshrined in Article 25(4), although this article has no expression in the other legal systems studied. As part of the fulfilment of the obligation to make a contribution, the legislator also enshrined the use of payment in kind, which allows the provision of something other than what is owed, with the aim of extinguishing the obligation, considering the contribution to be constituted. According to the doctrine, these regimes enshrined in the CSC demonstrate the legislator's concern with realizing the obligation of the contribution in kind, as well as protecting the interests of the company's creditors. However, at the end of this article, we will focus more on the means provided for corporate creditors to react to the breach of the contribution's obligation. Specifically, we will focus on Article 30 of the CSC and, consequently, on subrogation itself. Creditors who do not trust the company could always use this mechanism to protect their claims and interests.

Date of Award	4 Jul 2024
Original language	Portuguese
Awarding Institution	Universidade Católica Portuguesa
Supervisor	Armando Triunfante (Supervisor)