Following the prohibition of the issuance of bearer securities, in force as from the 4th of May 2017, the transitional regime that establishes the conversion of bearer securities into nominative securities was finally published.
Aiming to facilitate - and also to accelerate - the conversion process, this transitional regime:
- Allows the management body of the issuing company to approve the amendments to the company's bylaws and, when applicable, to other documents regarding the issuance conditions of bearer securities, are approved by, being not needed the approval by the general shareholders' meeting;
- Exempts from payment of administrative fees commercial registration acts and mandatory publications within the conversion of the bearer securities that may be due until the term of the transitional period;
- Exempts from payment the Interbolsa of fees provided for conversion of bearer securities into registered securities and of securities' certificates into book entry form securities.
This conversion transitional regime sets out rules on the publication of announcements by the issuing companies (depending the disclosure mechanisms on whether the bearer securities are integrated in a centralized system or not and/or on whether the securities are in certificated or in book entry form) and clarifies the effective moment on which the conversion takes place. In respect of securities integrated in securities centralized system, these rules must be complemented by the provisions of the management entity of the centralized system in regard to the conversion procedure to be adopted.
The bearer securities that are not converted within the transitional period shall only entitle their respective holders to request the registration of such bearer securities in their own name or, in case of bearer certificates, to request the replacement of the respective certificates for nominative certificates or the amendment of the certificates, and any payment of dividends, interests or any other income that becomes due after the term of the transitional period shall be suspended, and such suspension shall remain in place whilst the bearer securities remain unconverted. The corresponding amounts shall be deposited in a bank account opened in the issuing entity's name, and shall be paid once the conversion is carried out.
The conversion transitional regime is provided for in Decree-Law nr. 123/2017 of the 25th of September and shall remain in force until the 4th of November 2017. Notwithstanding, the possibility of adopting this conversion procedure shall become hampered if the same is not triggered by the issuing companies in a timely manner.