Corporate merger and demerger (Portugal)

* The study presented [by Fábio Castro Russo] aims to briefly address the merger and demerger of companies in the light of Portuguese corporate law, so, except in specific cases, no reference is made to other branches of law of obvious interest to the subject (tax law, labour law, competition law, etc.).

[full version in Portuguese only]

Framework

As is the case in other legal systems, the merger and demerger of commercial companies are regulated in Portuguese company law, with the respective regimes set out in articles 972 to 129 of the CSC.

More precisely, the rules on company mergers can be found in Chapter IX of Title I, or the "General Part", of the CSC, both with regard to national mergers (Section I: Articles 97 to 117) and cross-border mergers (Section II: Articles 117-A to 117). In turn, the provisions on the demerger of companies are included in Chapter X of the General Part of the CSC (Articles 118 to 129), without prejudice to the general reference made there to the merger regime (Article 12-O).

On the other hand, and leaving aside more remote antecedents, since the entry into force of Decree-Law no. 598/73, of 8 November, both institutes have enjoyed the status of citizens in the Portuguese legal-societal order.

Nevertheless, Portugal's accession to the then European Economic Community (1986) dictated and continues to dictate legislative changes, resulting from the transposition