Standard vs Custom Articles
For Lda and SA companies, there is a standard official document, which allows for same-day incorporation and can be changed at any time by means of a relatively simple procedure. The use of a customised document on incorporation is not recommended as it leads to additional costs and a lengthier procedure.
This standard document has 2 versions for a regular quota (Lda) company (2 or more shareholders). Version 1 is the simplest possible and contains 7 articles: 1- Format & Name; 2- Registered Office; 3- Business Activity; 4- Capital & Quota Holders; 5- Directorship; 6- General Meetings; 7- Initial Director(s). Version 2 includes 3 additional articles: Additional Capital Contributions (mandatory up to twice the amount of the quota capital if so resolved by the quota holders); Transfer of Quotas (which will be contingent on the permission of the company, the latter to have a first preference option and the existing quota holders a second preference option); and the Redemption of Quotas by the company (in the events of mutual consent, death or insolvency of the quota holder, or seizure of the quota).
In the event the company has a sole quota holder (Unipessoal), the standard articles are the same as Version 1 but exclude the provision on General Meetings.
For an SA company, there are also 2 versions of the standard articles. Version 1 is minimalist and covers only the essential elements: name, registered office, business activity, share capital, share type (registered or bearer), sole director, sole auditor and general meeting rules. Version 2 allows for the company to raise the share capital to more than €200k by providing for a board of directors and an audit committee, and contains additional provisions on the issue of different types of shares, the appointment term of the governing bodies, the composition and meetings of the board and the audit committee, signature binding powers and the allocation of profits.
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