Garantia da entrada em espécie

: os artigos 25.º, 28.º e 29.º CSC

Abstract

In this dissertation, we will investigate the topic related to the contribution in kind in commercial companies and their impact on safeguarding the company’s creditors. It is common knowledge that the protection of creditors is of significant importance in corporate law, as is the obligation to make contributions. However, it is important to refer that this latter aspect has not often been addressed in case law, nor in studies carried out by national authors. In this study, we believe it becomes fundamental to understand how our legal system approaches this issue, by highlighting the importance of examining certain elements, such as the Companies’ Code itself, the perspectives offered by specialized doctrine and the comparison with foreign legal systems, so that we are able to understand the discrepancies with other legal structures. Therefore, this obligation to contribute is characterized by several distinctive angles, which will be addressed in this dissertation, including its concept, the different types, as well as the main functions of share capital and its relevance to the commercial companies’ mechanisms. Lastly, the main focus of this dissertation relies on the guarantee of the effective realization of contributions in kind and a thorough analysis of its strict regime, with the aim of preventing the inadequate development of share capital. The possibilities of partners circumventing this regime through fraudulent practices, harming the interests of creditors, are also considered in this paper. In this sense, the evaluation of contributions in kind and the responsibility for their realization emerge as extremely important aspects in this context.

Date of Award	11 Jul 2024
Original language	Portuguese
Awarding Institution	Universidade Católica Portuguesa
Supervisor	Armando Triunfante (Supervisor)