Cláusulas estatutárias e o regime legal das sociedades anónimas

: as cláusulas limitativas da transmissibilidade das ações

Abstract

The present dissertation arises in the scope of a master's degree in law, with a specialization in company and business law. I proposed to understand the rationale of the limitation of the free transferability of shares that is the rule in limited companies and the requirements for the admissibility of such limitations trying to find the consequences that such limits have in its regime and in the understanding of the nature of this legal type of commercial companies. Starting from the analysis of the Limited Company as a corporate type legally provided, I will briefly address its constitution and nature as a capital company. It is essential for the object of this study, the understanding of the concept of share, as a social participation and security, in order to understand the regime that will be applied to the transfer of shares. I will not be able to neglect to address in a more in-depth manner the general regime for the transmission of registered, titled and uncertificated shares, going through the analysis of the different modalities of transmission. On the central theme, I will begin by focusing on the rule of free transferability, and the legislator's openness to limiting this rule. This study will focus on the analysis of each of the clauses permitted by law to limit the transmissibility of shares, whether of consent, preference, or requirement of certain requirements. Finally, a note will be made to the introduction of such limits after the articles of incorporation, the consequences of the violation of the statutory limits provided and the mechanisms that are often used by shareholders to avoid having the transferability of their shares limited.

Date of Award	27 Jun 2023
Original language	Portuguese
Awarding Institution	Universidade Católica Portuguesa
Supervisor	Maria de Fátima Ribeiro (Supervisor)