The law applicable to the legal capacity and representation of a commercial company is the law of its country of origin, which is the law of the State in which its operational headquarters are located (Article 3(1) of the Commercial Companies Code).

The criterion is the operational headquarters of commercial companies (Article 3(1) of the Commercial Companies Code).

Not applicable

Not applicable

All commercial companies must be registered in the Commercial Register (Articles 1(1) and 3(1)(a) of the Commercial Register Code).

Registration by definitive transcription constitutes a presumption that the legal situation exists under the precise terms in which it is defined (Article 11 of the Commercial Register Code).

Link to register: https://www.irn.mj.pt/sections/irn/a_registral/registo-comercial

A company which does not have its registered office in Portugal but wishes to exercise its activity here for more than one year must establish a permanent representation and comply with the provisions of Portuguese law on commercial registration (Article 4(1) of the Commercial Companies Code).

Permanent representation must be registered in the commercial register (Article 40(2) of the Commercial Register Code).

The power of representation belongs to management in private limited companies (Article 252(1) of the Commercial Companies Code) and to the board of directors in public limited companies (Article 405(2) of the Commercial Companies Code).

The appointment and termination of duties, for any reason other than the course of time, of the members of management bodies of companies are subject to registration in the commercial register (Article 3(1)(m) of the Commercial Register Code).

The powers of the company's management bodies derive from the law and do not require any special registration.

The powers of management bodies do not require registration.

The law subordinates the performance of managers of private limited companies to the will of shareholders, determining that their actions are subject to shareholder resolutions (Article 259 of the Commercial Companies Code). This means that shareholders may, on their own initiative, interfere in management.

On the other hand, the articles of association of private limited companies may grant shareholders additional powers to those resulting from the law on a mandatory and supplementary basis, thereby limiting management's powers (Article 246 of the Commercial Companies Code).

In public limited companies, the board of directors is only subject to shareholder resolutions in cases where the law or articles of association so provide (Article 405(1) of the Commercial Companies Code).

No limitations in the articles of association may be invoked against management or the board of directors that do not result from the company's corporate purpose (Article 260(1) of the Commercial Companies Code).

The powers of the members of management bodies of companies can be proved by an extract from the commercial register which provides evidence as to the identity of those persons and that they exercise their respective powers.

A commercial company, both in the case of private limited companies and public limited companies, may invoke against third parties the limitation of powers resulting from its corporate purpose if it proves that the third party knew or could not ignore, taking into account the circumstances, that the act performed did not comply with that clause and if, in the meantime, the company did not take such action by express or tacit resolution of the shareholders (Articles 260(2) and 409(2) of the Commercial Companies Code).

Article 246 of the Commercial Companies Code provides for private limited companies a number of acts that are reserved for shareholder resolutions, such as, for example, the disposal of real estate, and also provides that the law or articles of association may provide for other acts whose competence belongs exclusively to shareholders.

In public limited companies, the board of directors may be subject to shareholder resolutions in cases established by the articles of association (Article 405(1) of the Commercial Companies Code).

Members of the management bodies of commercial companies are listed in the commercial register. This information can be obtained from a company registration certificate, which can be requested from:

https://eportugal.gov.pt/empresas/Services/Online/Pedidos.aspx?service=CP

Requests are made in Portuguese.

In Portugal, as a measure to combat money laundering, the Central Register of Beneficial Owners (RCBE) was created to identify the individuals who have effective control over legal persons or the like, namely commercial companies.

Portuguese citizens and foreign citizens have equal access to the register.

The register is still undergoing an implementation phase given that the deadline for filing the initial declaration of beneficial owner is 31 October 2019 for entities subject to commercial registration and 30 November 2019 for other entities subject to this registration.

The search for information in the register must be conducted in Portuguese and is carried out via the following link:

https://rcbe.justica.gov.pt/

Note: The links to the cited registration are as follows:

- Commercial Companies Code

http://www.pgdlisboa.pt/leis/lei_mostra_articulado.php?nid=524&tabela=leis

- Commercial Register Code

http://www.pgdlisboa.pt/leis/lei_mostra_articulado.php?nid=506&tabela=leis