Crossborder mergers, demergers and transformations

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.