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Questions and Answers
What is the minimum notice period required before a meeting for an S.A.-Plc. company?
What is the minimum notice period required before a meeting for an S.A.-Plc. company?
- 15 days
- 45 days
- 1 month (correct)
- 30 days
Under what circumstance can a general meeting be held without prior notice?
Under what circumstance can a general meeting be held without prior notice?
- If at least 50% of members agree
- If it is the first meeting of the year
- If all capital is present and all attendees consent (correct)
- If the directors decide it is not necessary
Who has the authority to decide whether a general meeting could acquire universal status?
Who has the authority to decide whether a general meeting could acquire universal status?
- The legal advisors
- The company secretary
- The shareholders
- The directors (correct)
What percentage of capital must members represent to request a general meeting?
What percentage of capital must members represent to request a general meeting?
What is a potential consequence if a general meeting is deemed not to have universal status after being planned as such?
What is a potential consequence if a general meeting is deemed not to have universal status after being planned as such?
What is the required time frame for notice before a meeting for an S.R.L.-Ltd. company?
What is the required time frame for notice before a meeting for an S.R.L.-Ltd. company?
What is considered to be a Universal Meeting?
What is considered to be a Universal Meeting?
What role do directors have concerning the scheduling of meetings?
What role do directors have concerning the scheduling of meetings?
What is necessary for a general meeting to be considered validly convened?
What is necessary for a general meeting to be considered validly convened?
Who typically convenes the general meetings?
Who typically convenes the general meetings?
What information must be included in the notice of a general meeting?
What information must be included in the notice of a general meeting?
How must the notice of the general meeting generally be published?
How must the notice of the general meeting generally be published?
What does the regime of necessary majority votes entail?
What does the regime of necessary majority votes entail?
What is an agenda in the context of a general meeting?
What is an agenda in the context of a general meeting?
What must happen if a company does not have a website?
What must happen if a company does not have a website?
What is the purpose of the formal and publicizing requirements for convening meetings?
What is the purpose of the formal and publicizing requirements for convening meetings?
What is a key characteristic of capital companies regarding legal representation?
What is a key characteristic of capital companies regarding legal representation?
Which governing bodies are essential for decision-making in capital companies?
Which governing bodies are essential for decision-making in capital companies?
What determines the powers and duties of individuals within a capital company?
What determines the powers and duties of individuals within a capital company?
Why is understanding the organization of governing bodies critical for capital companies?
Why is understanding the organization of governing bodies critical for capital companies?
Which statement best reflects the learning objective related to capital companies?
Which statement best reflects the learning objective related to capital companies?
What role does the general meeting play in capital companies?
What role does the general meeting play in capital companies?
Which is NOT an organizational model traditionally associated with the managing body in capital companies?
Which is NOT an organizational model traditionally associated with the managing body in capital companies?
What is NOT a function of the managing body in capital companies?
What is NOT a function of the managing body in capital companies?
Which individuals are prohibited from being directors?
Which individuals are prohibited from being directors?
What is the primary role of the managing body of a company?
What is the primary role of the managing body of a company?
What power does the general meeting have concerning directors?
What power does the general meeting have concerning directors?
What is a significant consequence of the directors' autonomy?
What is a significant consequence of the directors' autonomy?
What does the governing body primarily consist of?
What does the governing body primarily consist of?
In which structure can a single director hold the status?
In which structure can a single director hold the status?
Which of the following cannot interfere in the management of the company?
Which of the following cannot interfere in the management of the company?
Which of the following persons is not eligible to be a director?
Which of the following persons is not eligible to be a director?
What are the two exceptions that allow decisions to be validly adopted outside the agenda?
What are the two exceptions that allow decisions to be validly adopted outside the agenda?
Different regimes of necessary majorities for decision-making apply based on what criteria?
Different regimes of necessary majorities for decision-making apply based on what criteria?
What is required for decisions adopted in a meeting to have probative value?
What is required for decisions adopted in a meeting to have probative value?
What is one significant aspect of company directors according to the legal framework?
What is one significant aspect of company directors according to the legal framework?
Which of the following is NOT a requirement for members in a general meeting?
Which of the following is NOT a requirement for members in a general meeting?
What document serves as proof for the content and date of adopted decisions?
What document serves as proof for the content and date of adopted decisions?
Which of the following statements about company directors is true?
Which of the following statements about company directors is true?
According to the legal framework, the decisions adopted must be recorded in what?
According to the legal framework, the decisions adopted must be recorded in what?
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Study Notes
Capital Companies: Corporate Bodies
- Capital companies are characterized by legal representation of the company being separate from owners of shares or stakes
- Legal representation in capital companies is the responsibility of natural persons
- The natural persons are defined by law according to their status in the company
- The governing bodies of capital companies are empowered by the legal system to adopt and implement decisions related to internal operations and external representation.
- The two main governing bodies are the general meeting (members´ meeting) and the managing body (the directors).
General Meeting
- The general meeting is the body that allows members to make decisions together
- There are both ordinary and extraordinary meetings for general meetings.
- The managing body is responsible for convening the general meeting.
- There are specific formal and publicising requirements that must be met to validly convene a general meeting.
- The purpose of these requirements is to ensure that members are informed of the meeting and its agenda.
- Notices about the meeting must be published on the company's website or in the Official Journal of the Registrar
- Legal by-laws can determine the notice of the general meeting
- If all the capital is present and represented and the attendees unanimously consent to hold the meeting, then the meeting is considered a Universal Meeting.
- Universal Meetings occur without advance notice
General Meeting: Constitution and Decision-Making
- In order to make decisions, the general meeting must be validly constituted
- Decisions can only be made on matters included in the agenda, with specific exceptions.
- Each meeting has a regime of necessary majority votes to approve matters, which differs based on:
- The type of company (S.A. or S.R.L.)
- The matter being voted on.
- Once decisions are made they are recorded in minutes, which are approved according to legal channels.
- All members are bound by general meeting decisions.
- Members have the right to challenge decisions if they disagree, under certain legal terms and limitations.
The Managing Body - Directors
- The managing body is made up of individuals who are not necessarily company members.
- It is the corporate body that represents the company legally and oversees its management.
- The general meeting appoints and can remove directors.
- The managing body's performance is reviewed and approved by the general meeting annually.
- Directors are personally liable for the actions of the managing body.
Organising The Managing Body
- There are different ways to organise the managing body, as outlined in article 210 LSC.
- One option is a sole director (“administrador único”), where a single person is responsible for managing the company.
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