Changes The Code Of Commercial Companies And The Commercial Registry Code, Transposing To The Internal Legal Order The Directive 2005/56/ec Of The European Parliament And Of The Council Of 26 October 2005 On Cross-Border Mergers Of Society

Original Language Title: Altera o Código das Sociedades Comerciais e o Código do Registo Comercial, transpondo para a ordem jurídica interna a Directiva n.º 2005/56/CE, do Parlamento Europeu e do Conselho, de 26 de Outubro de 2005, relativa às fusões transfronteiriças das socieda

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Read the untranslated law here: http://app.parlamento.pt/webutils/docs/doc.pdf?path=6148523063446f764c3246795a5868774d546f334e7a67774c336470626d6c7561574e7059585270646d467a4c316776644756346447397a4c3342776244497a4e6931594c6d527659773d3d&fich=ppl236-X.doc&Inline=false

PRESIDENCY of the COUNCIL of MINISTERS 1 Proposal of law No. 236/X explanatory memorandum this proposal of law is intended to transpose the Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies and Council Directive 2007/63/EC of the European Parliament and of the Council , of 13 November 2007 amending Council directives Nos 78/855/EEC and 82/891/EEC as regards the requirement for an independent expert's report on the occasion of merger or Division of public limited liability companies. The transposition of the directive on cross-border mergers aims to allow limited liability companies from different types, governed by legislation of different Member States to merge. It is a fundamental opportunity for the operation of a Community internal market. This decree-law regime reduces the cost of a cross-border merger, benefiting as many companies, in harmony with the purposes of employment growth, undertaken in the Lisbon Agenda. With a view to facilitating cross-border mergers between limited liability companies which, until now, were either impossible or excessively high costs involved, is established in the commercial companies code a simple and functional. At the same time, established the rules applicable to the definition of participation rights of the employees of the company resulting from the cross-border merger, seeking to ensure, in accordance with the Directive, the respect for the rights of participation they were holders, prior to the merger, the employees of the companies participating in it. The regime applicable to a cross-border merger involves the insertion of a new set of provisions in the code of commercial companies. The matter concerning the participation of workers provided for by article 16 of the Directive, is separated, justifying, for systematic reasons, your condensation in another chapter and, therefore, not your inclusion in the Código das Sociedades Comerciais.

PRESIDENCY of the COUNCIL of MINISTERS is still 2 transposed the Directive 2007/63/EC of the European Parliament and of the Council of 13 November 2007 amending Council directives Nos 78/855/EEC and 82/891/EEC as regards the requirement for an independent expert's report on the occasion of merger or Division of public limited liability companies without this report when all shareholders and holders of other securities conferring the right to vote of all the companies involved in the merger have the dispensing. Should be given to promotion of consultation of representative organizations of workers. So: under d) of paragraph 1 of article 197 of the Constitution, the Government presents to the Assembly of the Republic the following Bill: chapter I common provisions article 1 subject-matter and scope 1-this law transposes to the internal legal order the Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies, including the arrangements for the participation of employees in the company resulting from the merger and the Directive 2007/63/EC of the European Parliament and of the Council of 13 November 2007 amending Council directives Nos 78/855/EEC and 82/891/EEC as regards the requirement for an independent expert's report on the occasion of merger or Division of public limited liability companies. 2-references to Member States and to the territory of the Community shall be understood as referring also to other States covered by the agreement on the European economic area and to your territory. Article 2 Notions for the purposes set out in this law, the following definitions shall apply: PRESIDENCY of the COUNCIL of MINISTERS 3 the) ' cross-border merger ', the meeting in one of two or more companies, incorporated under the laws of a Member State and having their registered office, central administration or principal place of business in the territory of the community, provided that at least two of these societies are governed by the legal systems of the various Member States. b) ' employee participation ', the right of workers or their representatives they elect or designate members of the administrative or supervisory body of a company, these organs or committees of the management organ competent to decide about the economic planning of the society or the right to recommend or oppose the appointment of members of the administrative or supervisory body of a company. CHAPTER II participation of employees section I General article 3 1-Scheme to the company resulting from the cross-border merger, carried out in accordance with articles 117-the the 117-L of the Código das Sociedades Comerciais, which has headquarters in Portugal, the participation of workers which may be applicable here. 2-to replace the arrangements provided for in the preceding paragraph, shall apply the provisions of the following sections of this chapter: a) at least one of the companies subject to the merger has, during the six months preceding the publication of the draft terms of cross-border merger, an average number of more than 500 workers and is managed according to a system of participation of workers; (b)) the arrangements laid down in the preceding paragraph does not provide for the same level of participation that the applicable subject of the merger or societies requires that employees of the establishments located in the other Member States of the COUNCIL of MINISTERS PRESIDENCY 4 may exercise the same rights of participation that employees employed in the Member State. 3-the evaluation of the level of participation, for the purposes of point (b)) of the preceding paragraph, is made by reference to the proportion of employees ' representatives that the scheme provides for integrating the administrative or supervisory organ or their committees or the management body responsible for profitable units of society. Section II determination of the conditions of Subsection (I) negotiation procedure article 4 establishment of the special negotiating body 1-After the registration of the merger project and the publication of their news, the participating companies shall take the necessary measures for the establishment of a special negotiating body, to negotiate arrangements for the participation of employees in the company resulting from the merger.

2-the election or appointment of members of the special negotiating body shall be governed by the laws of each Member State in whose territory the employed workers represented. 3-The companies involved start the procedure with the provision of the following information: a) Identification of the participating companies, their subsidiaries and establishments; b) number of employees of the companies, subsidiaries and establishments referred to in the preceding paragraph. 4-the information provided for in paragraph 1 shall be provided: a) workers ' representatives participate in the designation or election PRESIDENCY of the COUNCIL of MINISTERS of 5 members of the special negotiating body, in accordance with the laws of the Member States in whose territory they are situated the participating companies or their subsidiaries and establishments b) workers of the participating companies , subsidiaries and establishments situated in the Member States whose legislation does not contemplate the participation of their representatives in the designation or election of members of the special negotiating body. Article 5 composition of the special negotiating body 1-the special negotiating body shall be composed of representatives of workers employed in each Member State by the participating companies, their subsidiaries and establishments, corresponding to each Member State one representative per each 10% of the total number of employees employed in all the Member States. 2-to the Member State in which the number of employees is lower than the percentage referred to in the preceding paragraph corresponds to a representative in the special negotiating body.

3-the special negotiating body has so many additional members as required to ensure, in respect of each Member State, a representative of the employees of each company participant which has workers in this State and to have legal existence as such after the merger. 4-the number of additional members may not exceed 20% of the number of members resulting from the application of paragraph 1. 5-If the number of additional members determined under paragraph 3 exceed the percentage provided for in the preceding paragraph, those members are provided, within this limit and in descending order, by representatives of the companies, in different Member States, employing a greater number of workers.

PRESIDENCY OF THE COUNCIL OF MINISTERS


6 6-are not represented by the members appointed pursuant to paragraphs 1 and 2 workers of the companies represented by additional members in terms of paragraphs 3 to 5. 7-the number of employees of the participating companies and their subsidiaries and establishments concerned is determined with reference to the date on which are the formalities referred to in paragraph 1 of the preceding article. Article 6 1 Negotiation-negotiating on arrangements for the participation of employees in the company resulting from the merger shall start as soon as the special negotiating body is constituted, and the initiative to the merging companies. 2-the special negotiating body shall have the right to meet immediately before any negotiation meeting.

Article 7 Obligations of the company participant with the highest number of workers and headquarters in national territory Are obligations of the company participant who employ the largest number of workers, when has the headquarters in national territory: a) Determine, in accordance with the criteria set out in article 5, the total number of the members of the special negotiating body and the Member States in which they are to be elected or appointed; b) Score a reasonable time from the information to be provided pursuant to subparagraph (d)), to the election or appointment of members of the special negotiating body; c) Inform the special negotiating body on the draft terms of merger and your evolution, to the registration of the company resulting from the merger;

PRESIDENCY of the COUNCIL of MINISTERS 7 d) inform you of the decisions provided for in (a)) and (b)) other participating companies and the entities referred to in paragraph 4 of article 4; e) communicate to other companies involved the establishment of the special negotiating body. Article 8 functioning of the special negotiating body 1-each Member of the special negotiating body shall have one vote. 2-the deliberations of the special negotiating body shall be adopted by an absolute majority of the votes corresponding to members representing the majority of workers.

3-the decision to approve an agreement involving the reduction of the right of participation of employees, in the case of this cover at least 25% of the total number of employees of the participating companies, should be adopted by a majority of 2/3 of the members representing 2/3 of the total number of employees and that includes the votes of members representing employees in at least two Member States. 4-it is considered that there is reduction of the right of participation if the proportion of members representatives of workers in the administrative or supervisory bodies of the company resulting from the merger is lower than the highest proportion existing in any of the companies involved. 5-for the purposes of the preceding paragraphs and without prejudice to the following paragraphs, each Member of the special negotiating body representing employees of the company participant that is coming from. 6-If, in a Member State, any participating company or subsidiary or establishment of a participating company with headquarters in another Member State, not from those societies any member of the special negotiating body, the representation of their workers is attributed, in equal parts, to the members of the COUNCIL of MINISTERS PRESIDENCY 8 from that State. 7-If, in a Member State, two or more members of the special negotiating body from the same company participant, the representation of their workers is attributed, in equal parts, to those members. 8-the minutes of the meeting at which any negotiating position is adopted in the special negotiating body shall indicate, in particular, the elements that satisfy the requirements of paragraphs 2 to 7. 9-the special negotiating body may be assisted by experts of your choice and may resolve on the participation in the negotiation meetings, without the right to vote. 10-the special negotiating body may inform the structures of collective representation of the workers of the beginning and evolution of the negotiations and their outcome. Article 9 Duration of trading 1-the negotiation takes place during a maximum period of six months from the date of communication to companies participating in the establishment of the special negotiating body. 2-by agreement between the parties, the period referred to in the preceding paragraph may be extended to six months. Article 10 good faith and cooperation 1-the parties must act in good faith in the negotiation process, in particular, responding as quickly as possible with the proposals and counterproposals and observing, if any, negotiating protocol. 2-each Party shall provide the other elements or information she so requests, to the extent that it does not work prejudice to defend one's interests. Article 11 Agreement PRESIDENCY of the COUNCIL of MINISTERS 9 1-Without prejudice to the autonomy of the parties, the agreement on the participation of workers should provide for: a) the date of entry into force and the duration of the agreement; (b)) the scope, identifying the company resulting from the merger, subsidiaries and establishments concerned; c) the number of members of the Board of directors or supervision of the company employees, or their representatives, may appoint or elect, or rights that workers have to recommend or oppose the appointment or election of members of these bodies; d) the applicable procedure for compliance with the provisions under preceding paragraph; e) situations where the agreement should be reviewed and the review process. 2-to replace subparagraphs (a) (c)) and (d)) of the preceding paragraph, the parties may agree on the application of the system referred to in subsection III. 3-the agreement is concluded in writing. 4-the company resulting from the merger must mail a copy of the agreement to the Ministry responsible for labour area. Subsection II Removal of negotiating article 12 Deliberations of the participating companies 1-the procedure provided for in the preceding Subsection has no place when the competent organs of the participating companies deciding that applies to the company resulting from the merger shall, from the date of its registration, the arrangements laid down in Sub-section following. 2-the decision referred to in paragraph 1 takes place when the preparation of the draft terms of merger, which must appear.

PRESIDENCY of the COUNCIL of MINISTERS 10 3-in the case referred to in paragraph 1 of this article, participating companies promote the designation or election of a workers ' representation structure identical to the special negotiating body, which exercises the powers provided for in paragraph 4 of article 14, article 15 and paragraph 2 of article 16 4-the structure referred to in the preceding paragraph and its members is applicable the same regime that the special negotiating body and respective members.

Article 13 decision of the special negotiating body by a two-thirds majority of the members representing at least two-thirds of all workers and that includes the votes of members representing employees in at least two Member States, the special negotiating body may decide not to start or finish the negotiation that is ongoing, accepting the participation scheme applicable to the company resulting from the merger provided for in Subsection following. Subsection III supplementary Regime article 14 1 Institution-The employees of the company resulting from the merger shall have the right to elect, appoint, recommend or oppose the appointment of a number of members of the administrative or supervisory body of the said society equal to the highest proportions that will run in any of the companies involved before the registration of the merger. 2-in cases where the preceding paragraph applies following the negotiation procedure provided for in Subsection (I), the number of representatives shall not exceed 1/3 of the total members of the Board of Directors, without prejudice to the possibility of an agreement to establish a higher proportion.

PRESIDENCY of the COUNCIL of MINISTERS 11 3-the preceding paragraphs shall apply in the following cases, without prejudice to the provisions of Subsection previous:) When the parties so agree;


b) When it has not been concluded agreement within the time limit laid down in article 6 and the competent organ of each of the participating companies decides to accept the application and your so the process for registration of the company resulting from the merger; c) When there is in one or more participating companies participation covering at least 1/3 of the total employees of the participating companies or when, although it is covered by participation less than 1/3 of workers, the special negotiating body so decide. 4-If there are different types of participation in the participating companies, the special negotiating body chooses the one that applies to the company resulting from the merger. 5-If the special negotiating body does not carry out the choice referred to in the preceding paragraph, shall apply the system covering the largest number of employees of the participating companies. 6-the Parties shall provide each other with knowledge of the deliberations. Section III common provisions article 15 distribution of places 1-Without prejudice to the competence of the Council of workers with regard to the company resulting from the merger if a European company, the special negotiating body, taking into account the proportion of the employees of the company resulting from the merger employed in each Member State, whether the distribution of the seats to be filled in the organs of administration or supervision of the company by the members representing the employees from the various Member States both the COUNCIL PRESIDENCY of 12 MINISTERS how the same workers can recommend or reject members of the administrative or supervisory bodies.

2, in accordance with the criteria referred to in the preceding paragraph, there are one or more Member States in which there are workers who do not have representatives in the administrative or supervisory body must be assigned at least one place to one of these States, preferring, as the case may be, the representative of the company established in the national territory. 3-the number of seats allocated in accordance with the preceding paragraph must be subtracted to the Member States which would fit more than one place, and in reverse order to the number of workers employed in them. Article 16 designation or election of members 1-the designation or election of members representing employees employed in each Member State to the place of the administrative or supervisory organ of the company resulting from the merger shall be governed by the national law of that State. 2-in the absence of applicable national legislation, the designation or election of the Member from that State is decided by the special negotiating body. Article 17 Statute of the workers ' representatives members the members of the administrative or supervisory bodies who are appointed, elected or recommended by the workers or their representatives have the same rights and obligations as the other members, including the right to vote. Article 18 financial and material Resources 1-The companies involved must: PRESIDENCY of the COUNCIL of MINISTERS 13 a) Pay the expenses of the special negotiating body relating to trading and other endeavours that, pursuant to the preceding articles, are of your competence, so that it can properly carry out their duties; b) allow the special negotiating body the material means necessary for the performance of their mission, including facilities and sites for posting of information; c) Pay the expenses of, at least, an expert of the special negotiating body. 2-The operating costs include the provisions relating to the Organization of meetings, translation, business trips and visits and the retribution of an expert. 3-the provisions of the preceding paragraph, except with regard to the consideration of an expert, can be regulated differently by agreement with the participating companies. 4-without prejudice to any specific agreement on this matter, the travel and subsistence expenses are payable under the scheme in force in the institutions or companies in which the representatives of the workers, being applied to the conditions of employment of expert members from the same Member State. 5-the application of the criterion referred to in paragraph 1 may not result in payment of expenses to a member of the special negotiating body less favourable than the other. 6-expenses for each Member of the special negotiating body shall be paid by the end of which or whose branch or establishment that is coming from. 7-The participating companies pay the costs of the expert in proportion to the number of employees. 8-Member of the special negotiating body who is not from any company participant, your branch or establishment are paid by participating companies whose workers are represented by him, in proportion to the number of these.

Article 19 of the COUNCIL of MINISTERS PRESIDENCY 14 Duty of reserve and confidentiality the provision of information to the members of the special negotiating body and other representatives of the employees, the qualification of those as confidential, the duty of confidentiality and the refusal of the provision of information is governed by articles 458.º to 460.º of the labour code. Section IV national provisions article 20 Scope the provisions of this section are applicable to companies, subsidiaries and establishments situated in the national territory. Article 21 designation or election of members of the special negotiating body 1-the designation or election must ensure that there is a member of the special negotiating body from each participating company with headquarters in national territory or, if this is not possible, that employ a greater number of workers. 2-Can be a member of the special negotiating body a Union that represents employees of the participating companies, concerned subsidiaries or establishments, regardless of whether it is to your service worker. 3-the members of the special negotiating body shall be designated: a) if there is only one participating company or subsidiary, by agreement between the Committee of workers and the unions representing these workers, or that, in the absence of these; b) if there are two or more participating companies or subsidiaries, by agreement between the respective committees of workers and the unions representing these workers, or only between those, in the absence of these; c) in the case of one or more participating companies or subsidiaries and one or more of the PRESIDENCY of the COUNCIL of MINISTERS 15 establishments of another company participant or branch, by agreement between the respective committees of workers and trade union associations, since these represent workers of these establishments; d) in the absence of workers ' committees, by agreement between the unions which together represent at least two thirds of the employees of the participating companies, branches or establishments; and) If you do not check the foreseen in the above, by agreement between the unions representing each, 5% of the employees of the participating companies, branches and establishments. 4 just unions that represent at least 5% of the employees of the participating companies, subsidiaries or establishments existing in national territory may participate in the designation of employees ' representatives, without prejudice to the next paragraph. 5-The unions which together represent at least 5% of the employees of the participating companies, subsidiaries or establishments existing in national territory, may mandate one of them to participate in the designation of employees ' representatives. 6-the members of the special negotiating body are elected by direct and secret ballot from among candidates presented by at least 100 or 10% of employees of the participating companies, subsidiaries and establishments existing in national territory in the following situations: a) if there is no place the designation pursuant to the preceding articles;

b) where at least one-third of the employees of the participating companies, subsidiaries and establishments requires it. 7-the calling of the election, the respective regulations, the electoral roll, the polling stations, the voting, the minutes, the establishment and the advertising of the outcome of the election, as well as the control of legality of same, are regulated by paragraph 2 of article 328(1) and PRESIDENCY of the COUNCIL of MINISTERS


16 by articles 331.º to 336, 338 and 352 of the Act No. 35/2004, of 29 July, mutatis mutandis. 8-the designation or election of members of the special negotiating body must be accompanied by the indication of the number of employees that each represents. 9-part-time workers are considered for the purposes of calculating the number of employees, regardless of the length of your normal work period. Article 22a designation or election of members of the administrative or supervisory bodies to the designation or election of members representing the workers to the place of the administrative or supervisory bodies of the company resulting from the merger shall apply the provisions of the previous article, with any necessary adaptations. Article 23 Special Protection of workers ' representatives 1-members of the special negotiating body and employees ' representatives in the administrative or supervisory bodies have, in particular, the right to: a) monthly hours Credit for the performance of their duties, like the members of Commission of workers; b) credit of time without loss of remuneration, to the extent that is necessary to participate in meetings with the company resulting from the merger, in meetings of the Board of directors or supervisory board and in these preparatory meetings, including the time spent on journeys;

c) justification of absences by reason of the performance of their duties which exceed the credit hours laid down in the labour code for the members of the structures of collective representation of workers; d) the disciplinary measures, dismissal and transfer, in accordance with the labour code for the members of the PRESIDENCY of the COUNCIL of MINISTERS 17 collective representation of the workers. 2-there is no way to credit accumulation of hours that the employee belong to more of a collective representation of the workers. Article 24 subsequent Mergers When the company resulting from the cross-border merger is managed according to an employee participation regime shall apply to mergers involving in the national territory, for a period of three years following the cross-border merger, the provisions of this chapter, with the necessary adaptations. Section V administrative offences article 25 General 1-the general scheme provided for in articles 614.º to 640.º of the labour code applies to offences arising from the violation of this chapter. 2-in the application of this chapter to the autonomous regions are taken into account the powers assigned by law to the respective agencies and regional services.



Article 26 administrative offences in particular 1-Is very serious infraction violation of article 4, paragraph 2 of article 6, article 7, paragraphs 1 and 6 of article 14 and of paragraphs 1 and 2 of article 18 2-serious infraction Constitutes a violation of paragraph 1 of article 6 and paragraph 9 of article 8 of the COUNCIL of MINISTERS PRESIDENCY 18 3-light infraction Is violation of paragraph 4 of article11 CHAPTER III legislative changes article 27 amendment to the commercial companies code articles 98, 99 and 101 of the commercial companies code, approved by Decree-Law No. 262/86, of 2 September, with the amendments introduced by decree-laws Nos. 184/87 of 21 April, 280/87, of July 8, 229-B/88, of 4 July, 418/89 , Nov 30, 142-A/91, of 10 April, 238/91, of 2 July, 225/92, of 21 October, 20/93, of 26 January, 261/95, of October 3, 328/95, of December 9, 257/96, of 31 December, 343/98, of November 6, 486/99, of 13 November, 36/2000 , March 14, 2001, 237/August 30, 162/2002, of 11 July, 107/2003, of 4 June, 88/2004, of 19/20 April 2005, from 18 January, 35/2005, February 17, 2005, 111/8 July, 52/2006, of March 15, 76-A/2006, of 29 March and 8/2007 , 17 January, are replaced by the following:% quot% article 98 [...] 1-corporate administrations wishing to merge shall draw up together a merger project where, in addition to other elements necessary or convenient for the perfect knowledge of the operation concerned, both in the legal aspect, as in the economic aspect, the following elements: a) [...];

PRESIDENCY of the COUNCIL of MINISTERS 19 b) the type, name, registered office, the principal amount and the number of registration in the commercial register of each of the companies, as well as headquarters and the firm of the company resulting from the merger; c) [...]; d) [...]; e) [...]; f) [...]; g) [...]; h) [...]; i) [...]; j) [...]; l) [...]; m) [...]. 2 - [...]. 3 - [...].

Article 99 [...] 1-[...]. 2 - [...]. 3 - [...]. 4 - [...]. 5 - [...]. 6-are not required the examination of the draft terms of merger mentioned in paragraph 2 and the reports provided for in paragraph 4 if all the shareholders and holders of other securities conferring the right to vote of all the companies involved in the merger of the COUNCIL of MINISTERS PRESIDENCY 20 the waive. Article 101 [...] 1-from the date of publication of the notice of meeting, of communication to partners or of the notice to creditors required by the preceding article, the shareholders and creditors, or, where these do not exist, workers of any of the merging companies have the right to consult, at the headquarters of each of the following documents and obtain, free of charge, full copy of these : a) [...]; b) [...]; c) [...]. 2 until the date fixed for the general meeting in accordance with the previous article, the directors of the company receiving an opinion of the workers ' representatives with regard to the merger process, this opinion shall be appended to the report prepared by the society and by the experts».

Article 28 Amendment to the Commercial companies code section I is added to chapter IX, which covers articles 97 to 119, as well as a section II in chapter IX of the companies code, approved by Decree-Law No. 262/86, of 2 September, with the amendments introduced by Decree-Law No 184/87, of the 21 April, 280/87 , from July 8, 229-B/88, of 4 July, 418/89, of 30 November, 142-A/91, of 10 April, 238/91, of 2 July, 225/92, of 21 October, 20/93, of 26 January, 261/95, of October 3, 328/95, of December 9, 257/96, of 31 December, 343/98 , November 6, 486/99, of 13 November, 36/2000, of 14 March, 2001, 237/August 30, 162/2002, of 11 July, 107/2003, of 4 June, 88/2004, of 19/20 April 2005, from 18 January, 35/2005, February 17, 2005, 111/8 July, 52/2006, of March 15 , and 76-A/2006, of 29 March and by Decree-Law No. 8/2007 of 17 January, composed by articles 117-A, 117-B, C-117, 117-D, 117-117-F, 117,-G,-H, 117 117 117-J and-L, as follows: PRESIDENCY of the COUNCIL of MINISTERS 21 «section II cross-border mergers Article 117-the notion and scope 1-the cross-border merger takes place through the meeting in one of two or more companies , since one of the merging companies has headquarters in Portugal and one of the companies involved in the merger has been constituted in accordance with the laws of a Member State, in accordance with Directive No. 2005/56/EC of the European Parliament and of the Council of 26 October 2005, and has a registered office, central administration or principal place of business in the territory of the community. 2-The partnerships and companies in limited partnership may not participate in a cross-border merger.

Article 117-B applicable law Are applicable to companies with headquarters in Portugal participants in a process of cross-border merger the provisions of this section and, in the alternative, the provisions relating to internal mergers, in particular with regard to the decision-making process relating to the merger, the protection of creditors of the merging companies, debenture holders and the rights of workers who are not regulated by special law. Article 117-C joint projects of cross-border mergers the common project of cross-border merger must contain the elements referred to in article 98 and still: a) the rules for the transfer of securities or shares 22 COUNCIL PRESIDENCY representing the capital of the company resulting from the cross-border merger; b) the date of the closure of the accounts of the companies involved in the merger have used to define the conditions of the cross-border merger; c) where appropriate, information on the procedures according to which are set out the arrangements for the involvement of employees in the definition of their rights to participation in the company resulting from the cross-border merger; (d) the likely effects of the merger).


Article 117-D Designation of experts 1-applies to supervision of the common project in companies based in Portugal participants in a cross-border merger the provisions of paragraphs 1, 2, and 4 to 6 of article 99 2-If all the companies involved in the merger they wish, the forensic examination of the common draft terms of merger can be done about all of them by the same auditor or audit firm , which draws up a single report intended for all members of the participating companies. 3-in the cases referred to in the preceding paragraph, but the choice of the companies involved in a Portuguese reviewer or a Portuguese proofing your description is of the order of Chartered Accountants, who shall appoint the joint request of the companies concerned. Article 117-and fashion and advertising PRESIDENCY of the COUNCIL of MINISTERS 23 participation of companies based in Portugal in a cross-border merger is subject to the requirements of form, as well as the registration and publication referred to internal mergers, without prejudice to article 117-h. Article 117-F approval of the merger project 1-the common project of cross-border merger must be approved by the general meeting of each of the companies involved.

2-apply to the approval of the common draft terms of merger by the General Assemblies of the participating companies with headquarters in Portugal articles 102 and 103 3-the general meeting of any of the companies involved can make the completion of the cross-border merger to be approved in this House the arrangements for the participation of employees in the company resulting from the cross-border merger. Article 117-G prior registration Certificate 1 fusion-competent authorities for the control of the legality of cross-border mergers are the services of the commercial register. 2-control of legality laid down in the preceding paragraph covers the practice of the following acts: a) the issue of A certificate, in respect of each of the participating companies which have headquarters in Portugal and the your request, certifying compliance with the acts and formalities prior to the merger; (b) the legality of surveillance) cross-border merger in the context of your PRESIDENCY of the COUNCIL of MINISTERS 24 registration, provided that the company resulting from the merger has headquarters in Portugal. 3-the issuance of certificate referred to in point (a)) of the previous paragraph assumes the verification of compliance with the formalities, in view of the applicable legal provisions, the joint text recorded and published and the reports of the organs of society and of the experts that should exist.

4-the control referred to in subparagraph (b)) of paragraph 2 is made, in particular, upon verification of the following elements: the) adoption of draft common cross-border merger in the same terms, by companies participating in it; b) fixing the arrangements for the participation of workers, in accordance with the applicable legal rules, in cases where it is necessary. 5-for the purposes of the control referred to in subparagraph (b)) of paragraph 2, the application for registration of the cross-border merger shall be submitted for registration by the companies involved, accompanied by the certificate referred to in point (a)) of the same paragraph and draft common cross-border merger approved by the General Assembly, within six months after the issuance of the certificate. Article 117-H registration from the cross-border merger Effects With the inscription of the cross-border merger in the commercial register, produce the effects provided for in article 112 Article 117-I PRESIDENCY of the COUNCIL of MINISTERS 25 incorporating society fully owned by another 1-the provisions of this section shall apply with the derogations laid down in the following paragraphs, the incorporation by a society of another of whose quotas or shares that is the sole holder directly or by people who hold such shares for her account but in his own name.



2-do not apply in this case the provisions on the exchange of shareholdings and the expert reports of the company being acquired and the shareholders of the company being acquired do not become shareholders of the acquiring company. 3-is not required in these cases the approval of the common draft terms of merger by the General meetings of the company being acquired, and may also be excused such approval by the general meeting of the acquiring company from occurring cumulatively the requirements laid down in paragraph 3 of article 116 Article 117-J merger by acquisition to total dominance in cases where the acquiring company has quotas or shares corresponding to at least 90% of the share capital of the company being acquired to carry out a cross-border merger by acquisition, the expert reports as well as the documents necessary for the supervision is always required even in cases where the law that governs the acquiring company or the acquiring companies with headquarters in another Member State to waive these requirements in acquisitions for the total field. Article 117-L PRESIDENCY of the COUNCIL of MINISTERS of 26 merger the merger that has already begun to take effect in accordance with article 117-H may not be declared invalid '.

Article 29 Amendment of the commercial code articles 3 and 67-the commercial register code, approved by Decree-Law No. 403/86, of December 3, as amended by decree-laws Nos. 7/88, of 15 January, 349/89, of 13 October, 238/91, of 2 July, 31/93, of 12 February , 267/93, of 31 July, 216/94, of August 20, 328/95, of December 9, 257/96, of 31 December, 368/98, of 23 November, 172/99, of 20 may, 198/99, of 8 June, 375-A/99, of 20 September, 410/99, of October 15, 533/99, of December 11 , 273/2001, October 13, 2001, 323/17 December, 107/2003, of 4 June, 53/2004, of March 18, 70/2004, of March 25, 2/2005, de 4, 35/2005, of 17 February, 111/2005, of July 8, 76-A/2006, of 29 March and 8/2007 of 17 January , shall be replaced by the following: ' article 3 [...] 1-Are subject to registration the following facts relating to commercial companies and civil societies under commercial form: a) [...]; b) […]; c) […]; d) […]; .e) […]; f) […];

PRESIDENCY of the COUNCIL of MINISTERS 27 g) [...]; h) […]; i) […]; j) […]; l) […]; m) […]; n) […]; o) […]; p) the internal or cross-border merger project and the draft terms of Division of companies; q) […].; r) extension, internal or cross-border merger, Division, transformation and dissolution of companies, as well as the increase, reduction or reintegration of the share capital and any other amendment to the articles of Association; s) […]; t) […]; u) […]; v) […]; x) […]; z) […]. 2 - […]. 3 - […]. Article 67-1 fusion Registration-the registration of the merger in the acquiring entity or the internal registration of the new entity resulting from the merger determines the internal implementation registry unofficial PRESIDENCY of the COUNCIL of MINISTERS of 28 merger in the entities incorporated or merged into new entity.

2-in the case of registration of the cross-border merger shall apply the provisions of the preceding paragraph to the merging companies that have headquarters in national territory. 3-the service register of cross-border merger shall notify thereof and the consequent beginning of production of fusion effects the competent Registrar of the European Union Member States where are located companies involved. 4-receipt by any business registration service of notification of the start of production of effects of cross-border merger carried out by competent registration service of a Member State of the European Union, determines the realization of registration of the unofficial cross-border merger in the merging companies that are established in national territory. ' Article 30 Amendment of the commercial code is added to the commercial registry code, approved by Decree-Law No. 403/86, of December 3, as amended by decree-laws Nos. 7/88, of 15 January, 349/89, of 13 October, 238/91, of 2 July, 31/93, of 12 February, 267/93, July 31 , 216/94, of August 20, 328/95, of December 9, 257/96, of 31 December, 368/98, of 23 November, 172/99, of 20 may, 198/99, of 8 June, 375-A/99, of 20 September, 410/99, of October 15, 533/99, of December 11, 273/2001, of 13 October , 323/2001, of 17 December, 107/2003, of 4 June, 53/2004, of March 18, 70/2004, of March 25, 2/2005, de 4, 35/2005, of 17 February, 111/2005, of July 8, 76-A/2006, of 29 March and 8/2007 of 17 January, article 74, as follows : PRESIDENCY of the COUNCIL of MINISTERS


29 ' article 74 the pre-merger certificate 1-cross-border issuing the certificate or certificates evidencing compliance with the acts and formalities with regard to cross-border company or participating companies with headquarters in national territory, can be requested, after registration of the respective project in any registry with jurisdiction for the practice of acts of commercial register. 2-the application for issue of the certificate referred to in paragraph 1 must be accompanied by the draft terms of merger and the reports of governing bodies and experts in the case, should exist. 3-the submission of documents referred to in the preceding paragraph is dispensed whenever these are archived in national registration service.» Article 31 entry into force this law shall enter into force 30 days after your publication.

Seen and approved by the Council of Ministers of 30 October 2008 the Prime Minister, the Minister of Parliamentary Affairs Minister Presidency