No restrictions, but responsibility for debts to the State
There are no restrictions to the nationality or place of residence of Portuguese company directors. But please note that each of them has to have or obtain a Portuguese taxpayer identification number and that non-EU/EEA entities must have a resident tax representative.
Corporate directors are permitted, but in this case an individual representative of the corporate director must be appointed and registered with the registry office.
The binding powers of each director must be provided for on incorporation, the most common of which are “signing singly” or “signing jointly with one other director”.
It should be noted that under Portuguese law a company director can be personally jointly liable with the company in connection with any company's unpaid taxes and social security contributions that originated or became due during his/her term as a director. For this reason, the availability of nominee directors is very scarce, those available are relatively highly paid and as a rule will not issue general powers of attorney - only specific ones.
Only listed companies must have a company secretary (plus a substitute secretary). For other companies, this is optional, but it is recommended in the event that the company does not have a Portugal resident director. The secretary and the substitute secretary of an SA are appointed by either the founding shareholders on incorporation or by written resolution adopted by the board of directors. In the case of an Lda company, the secretary is appointed by the general meeting of quota holders. The secretary is appointed for the same term as that of the officers that appointed him/her.
The secretary must be an individual, must hold a “suitable academic degree” (e.g. be a solicitor) and, except in the case of companies belonging to the same group of companies, may not act as the secretary of more than 7 companies. The secretary has various functions under the law and the articles of association, which correspond broadly to those of the secretary of a common law company. The secretary may be particularly useful in the case of a company that has an unusual high need for legalised documents, as he/she is empowered by law to certify signatures or documents that would otherwise have to be certified by a Notary Public or by the Commercial Registrar.
Having no autonomous legal personality, a branch is normally headed by a branch manager, having executive powers delegated by the board of directors (or equivalent body) of the parent entity.
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