The Portuguese Companies Code, approved by Decree-Law nr. 262/86 of September 2nd, provides for the possibility to challenge a shareholders' resolution which is not in conformity with the system (law or contract) and that may, for that reason, be declared null or annulled, based on articles 56 and 58, respectively. As the rule is that of nullity, it is only possible to apprehend the scope of this devaluation of the resolution leaving aside the cases of nullity, since the legislator refers to nullity whenever nullity is not applicable, as set forth in article 58, no. 1, paragraph a) of the Portuguese Companies Code. Therefore, regarding the invalidity of the content of the resolution, if it does not fall within the scope of nullity, by virtue of paragraphs c) and d) of article 56 no. 1, it will be annulled in accordance with the referred paragraph a) of no. 1 of article 58 of the Portuguese Companies Code. Since the validity of the content of a resolution is assessed by the compliance with certain principles, it is by reference to these that we will attempt to distinguish both situations, trying to detect which ones the legislator intended to consider when establishing the rules. Such inquiry will tend to be casuistic in nature, privileging the analysis of how doctrine and jurisprudence incidentally characterize both situations and a clarification proposal, bringing practical examples that make it possible to delimit the boundary between null and annullable resolutions, due to content defects, in this referencing, giving some materiality to the distinction between the two figures.
Date of Award | 29 Sept 2022 |
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Original language | Portuguese |
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Awarding Institution | - Universidade Católica Portuguesa
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Supervisor | Paulo Olavo Cunha (Supervisor) |
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- Shareholders’ resolutions
- Nullity
- Annullability
- Content
- Criteria
- Mestrado em Direito Empresarial
A fronteira entre as deliberações nulas e anuláveis por vícios de conteúdo
Pacheco, V. N. (Student). 29 Sept 2022
Student thesis: Master's Thesis