Crossborder mergers, demergers and transformations

2023-12-21T12:05:00
Portugal
Decree-Law 114-D/2023 of December 5 enters into force on January 4, 2024
Crossborder mergers, demergers and transformations
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December 21, 2023

Decree-Law 114-D/2023 of December 5 amends, among other regimes, the merger, demerger and transformation regimes established in the Portuguese Commercial Companies Code and introduces new regimes on crossborder demergers and transformations.

Key aspects

  • Transposes into Portuguese law the part of Directive (EU) 2019/2121 that concerns crossborder transformations, mergers and demerger of limited liability companies;
  • Amends the merger (internal and crossborder), demerger and transformations regimes established in the Portuguese Commercial Companies Code;
  • Establishes greater accountability for members of management bodies in company demergers or transformations;
  • Introduces new regimes on crossborder demergers and transformations;
  • Extends the time limit for creditors to file an objection from one to three months;
  • Requires the management bodies of participating companies to prepare a report for shareholders and employees in cases of crossborder reorganization;
  • Establishes the non-applicability of certain legal provisions concerning resolution tools, powers and mechanisms of central counterparties under the now partially implemented Regulation (EU) 2021/23.
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December 21, 2023