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.