In force since 4 January 2024, Decree-Law no. 114-D/2023 of 5 December - which transposes into the Portuguese jurisdiction Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019 amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and demergers - amended, amongst others, the Commercial Companies Code, introducing various changes to the mergers, demergers and conversions regime.
Among the many changes, we highlight the following:
- Internal Merger or Demerger
- Extension to 3 months of the deadline for filing a legal opposition after publication of registration of the merger or demerger project, for creditors whose claims are dated before publication date.
- Cross-border Demerger
- Introduction of the cross-border demerger legal regime;
- Cross-border demergers include demergers by separation, under which the demerged company transfers part of its assets to one or more beneficiary companies, through the issue of securities or shares by the beneficiary companies to the demerged company.
- Cross-border Conversion
- Introduction of the legal regime for cross-border conversion, defined as the operation by which a company, while maintaining its legal personality, converts the legal form under which it is registered in one Member State to a legal form foreseen in another Member State, to which it transfers its registered office.
