Os critérios identificadores, motivação e responsabilidade dos administradores de facto no contexto das sociedades comerciais

Abstract

In this dissertation, the role of de facto administrators in Portuguese corporate law is addressed, along with their motivation and responsibility. Although this figure is not explicitly provided for in the Commercial Companies Code, it is included in the Penal Code and the Insolvency and Corporate Recovery Code. Thus, their responsibility towards the company and its creditors can be considered, based on a cumulative set of doctrinal criteria aimed at determining the liability of those who participate in corporate management without being formally invested. The actions of illegitimate administrators are analyzed, as well as a set of solutions to protect bona fide third parties who are harmed by the conduct of de facto administrators when they suffer damage from relying on an apparent representation of authority. Since de facto administrators clearly exist within the legal framework, even when they sometimes operate through official administrators, their actions still have legal implications. Therefore, it is essential to establish more detailed and strict regulations to legally recognize these administrators. This would help in applying civil liability and preventing actions that could harm society and third parties.

Date of Award	20 Sept 2024
Original language	Portuguese
Awarding Institution	Universidade Católica Portuguesa
Supervisor	Maria de Fátima Ribeiro (Supervisor)