Os grupos por domínio total

: a responsabilidade da sociedade totalmente dominante decorrente do artigo 501.º do código das sociedades comerciais

Abstract

The present study seeks to outline an analysis of the thematic of corporate groups by total domain, from their emergence to their practical implications, especially with regards to the liability of the totally dominant company for the obligations of the totally dominated company, contained in article 501 of the Portuguese Commercial Companies Code. A study of this nature cannot be carried out, of course, without a prior historical framework regarding the formation of corporate groups, whether “de facto” or “de jure” groups, and, within these, groups by total domain. In this analysis, we will seek to highlight companies as dynamic entities, permeable to the economic and legal development, always accompanying them. Afterwards, we also consider it extremely important to reflect on the scope of application of the discipline of groups by total domain – even though we cannot extend it as much as we would like – and also on the main legal effects of the figure (alluding to articles 501 to 504 of the Portuguese Commercial Companies Code (CSC), naturally focusing on the issue of the liability of the totally dominant company), in addition to addressing the issues raised at the level of the constitution and extinction of the ownership group relationship, given its repercussion in this matter of temporal limitation of application to the dominant company of the legal regime provided for in art. 501 of the CSC. In another, and more relevant, moment, we will focus our study on the responsibility of the dominant society, analyzing its ratio, its assumptions and its legal nature through a critical reflection of the main jurisprudential and doctrinal contributions, and also addressing the widely debated matter from the moment of cessation of responsibility.

Date of Award	9 Feb 2022
Original language	Portuguese
Awarding Institution	Universidade Católica Portuguesa
Supervisor	Armando Triunfante (Supervisor)