Empresa familiar e sociedade por quotas

: cláusula restritivas da transmissão das quotas por morte

Abstract

Considering the case of a family business owned by a private limited company, this thesis focuses on one of the legal instruments that may be considered by the quotaholders in order to ensure that death will cause as little disruption as possible on the functioning of the business: restrictive clauses on mortis causa transferability of quotas. After analysing the legal regime of the Portuguese Companies Code pertaining to mortis causa transferability of quotas, we aimed to understand the effects of the two types of restrictive clauses expressly recognized by the law, i.e., the non-transferability clauses and the conditioned transferability clauses. The investigation carried out led us to the conclusion that the comprehension of the effects of such restrictive clauses implies the establishment of a clear distinction between nontransferability clauses, on the one hand, and conditioned transferability clauses, on the other hand. As the regime set forth in articles 225 (2) to (5) and 227 of the Portuguese Companies Code presupposes the existence of the quota after the quotaholder’s death, such regime can only be applied when there has been established in the articles of association a conditioned transferability clause or other restrictive clauses which do not involve the non-transferability of the quota. Said regime does not apply when there has been established a non-transferability clause.

Date of Award	18 Jul 2022
Original language	Portuguese
Awarding Institution	Universidade Católica Portuguesa
Supervisor	Rita Xavier (Supervisor)