# Portuguese Limited Company Law



## Karmar (Nov 22, 2010)

Hi there,
I have been in Portugal for three years now, and when I arrived I started with two partners a property business. I have a 25% stake in the business while my partners have 23% and 52% respectively.
The company is now in a few difficulties (arn't we all!), we don't own the Govt, Tax or employees anything, however the other directors now wan't to close the company. I am fine with that, however in the three years we have had the company I have never seen the "books" or signed for the accounts.
The company owns a property that is owned outright, no mortgage, and my partners are saying that we have to close the business and that is that. 
I have some questions, perhaps someone can advise me as I am a bit naive about this:

1. Surely I should have the rights to see the books and returns?
2. The property is 25% mine, correct? So if they sell, I should receive my share of that? 
3. If they are closing the company then the property should be sold, or at least the title cannot stay in the same name?

The other partners are trying to bully me, I think to get me out, they think I will just leave. I am suspicious that they will continue the company once they have got me out.
I don't mind leaving, but I want my share even if in the current climate it has been diminished.

Thanks for any help anyone can give me. I don't speak the language and the lawyers I have met here seem to just be conveyancing lawyers and are not up to speed on company law. I wish I had never got involved....!


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## omostra06 (Sep 11, 2007)

Karmar said:


> Hi there,
> I have been in Portugal for three years now, and when I arrived I started with two partners a property business. I have a 25% stake in the business while my partners have 23% and 52% respectively.
> The company is now in a few difficulties (arn't we all!), we don't own the Govt, Tax or employees anything, however the other directors now wan't to close the company. I am fine with that, however in the three years we have had the company I have never seen the "books" or signed for the accounts.
> The company owns a property that is owned outright, no mortgage, and my partners are saying that we have to close the business and that is that.
> ...


Well, I would say first thing is to find yourself a lawyer that can help you through the process of closing the company and splitting the company assets if that is the route you are going to take
when you formed the company did you sign as partner on the deeds of the company and lodge your share to set the company up, basically are you a legal partner/share holder or are you a sleeping partner (socio comanditario) or is it an informal partnership/ agreement?

To answer your questions above
1.yes you should be able to see the accounts of a company you are a partner in, you are liable for any debt the company runs up, so you should be fully aware of whats going on with the accounts. each year all partners need to sign the submitted accounts.
2. you own a share in a company, that owns a property along with any other company assets, cars, computers, etc. so you dont automatically own part of the assets. if all the assets were sold and the company closed down then the assets could be sold and the proceeds split, you could take a share of that , obviously there will be gains tax to pay on anything that you take out more than was put in when starting the company.
3. it would be the company selling the property, you/all the partners may have to sign, if that is the situation that it was bought in. be careful about leaving the company before its closed down as a partner you are only entitled to a share of the value you put in to start up. if you leave the assets belong to the company and as you would no longer be a part, you would get no share.

I have a contact number for a very good english speaking accountant in lisbon that knows this sort of thing well, it would be advisable to speak with someone like her and a good lawyer to make sure you know your rights. let me know if you want her contact details.


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## MrBife (Jul 26, 2009)

Get a lawyer involved ASAP (there are plenty of good ones in the Algarve but you need to find a 'lawyer' (Advogado) rather than a Solicitor).

If your business partners are taking decisions without you and have submitted accounts without consulting you then they could equally as easily sell the asset and leave you with just the copmpany liabilities rather than any share of profit.

If you have other personal assets in Portugal then be especially careful and get some good advice right away! It sounds to me as if you should take the view that if you come out of it all with nothing then you will be doing rather well !


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