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Company Law 2017/2018

  • 5 ECTS
  • Taught in Portuguese
  • Both continuous and final Assessment

Objectives

That the student is able to:
1- Determine the importance of typicality and of freedom of choice in the field of commercial companies;
2- Identify the systematic framework of commercial companies;
3- Set the articles of association and shareholders' agreements;
4- Explain the ways and acts of constitution;
5- To recognize the qualification of the legal status of the partner and shareholder;
6- Discriminate the vicissitudes of social participation
7- Identify the organizational structure;
8- To recognize the decisions of the partners and shareholders and its vicissitudes;
9- Explain the operation of commercial companies, distinguishing between regular and periodic acts of any and occasional;
10- Identify changes to the articles of association
11- Recognize the advertising of social acts
12- Identify the various forms of termination of activity of commercial companies

Recommended Prerequisites

Completion of courses Law of Obligations and Commercial Law.

Teaching Metodology

To comply with the required in curriculum development and to meet the proposed objectives, are followed different methodologies of teaching / learning. The lecture is not waived where the debate of ideas and the expression of well-founded opinion is a constant, with the analysis and critique of law, judgments and other documents. Alongside the legal resolution of problems posed allows a very close contact with the reality of work and the difficulties and steps that are being overcome in a real context through case studies. Accompanying this process encourages the student to research and promotes up your self-study.

Body of Work

Introduction
Chapter I - Concept of company and related figures
Chapter II - Types of commercial companies
Chapter III - Establishment of commercial companies
Chapter IV - The legal personality and capacity of commercial companies
Chapter V - Social participation
Chapter VI - Social capital, assets, profits, reserves and losses
Chapter VII - The corporate organization
Chapter VIII - Dissolution and liquidation of the company.

Recommended Bibliography

- ABREU, Jorge Manuel Coutinho de, Curso de Direito Comercial - Volume II - Das Sociedades. Reimpressão da 5.ª Ed., Coimbra: Almedina, 2016.

- Base de dados do Instituto das Tecnologias de Informação na Justiça (jurisprudência) - www.dgsi.pt
- Diário da República - www.dre.pt
- Empresa na Hora - www.empresanahora.pt/ENH/sections/PT_como-funciona
- Portal da Empresa - www.portaldaempresa.pt/cve/pt

Complementary Bibliography

- CUNHA, Paulo Olavo – Direito das Sociedades Comerciais. Reimpressão da 5.ª Ed. Coimbra: Almedina, 2015.
- ABREU, Jorge Manuel Coutinho de - Código das Sociedades Comerciais em Comentário – Pack dos 7 Volumes. Coimbra: Almedina, 2013.
- ALMEIDA, António Pereira de - Sociedades Comerciais, Valores Mobiliários, Instrumentos Financeiros e Mercados - Volumes 1 e 2., 7ª Ed., Coimbra: Coimbra Editora, 2013
- CORREIA, Miguel J. A. Pupo - Direito Comercial - Direito da Empresa, 13.ª ed. Lisboa: Ediforum, 2016.
- CORDEIRO, António Menezes - Direito das Sociedades I - Parte Geral. Reimpressão da 3.ª Ed. - Ampliada e atualizada de 2011. Coimbra: Almedina, 2016.

Weekly Planning

1st Week
Presentation
General considerations on the study plan
Bibliographical references
Considerations on teaching methodology

2nd Week
I - THE CONCEPT OF SOCIETY AND FIGURES RELATED
1. Society as a legal act and as an entity
2. The essential elements of the partnership concept
3. Society and company
4. Society and related figures
5. Specific Notes notion of commercial society

3rd Week
II - TYPES OF COMMERCIAL COMPANIES
1. General Characteristics of corporate legal types.
1.1. Liability of partners towards society and towards the company creditors.
1.2. Organizatória structure
1.3. Transfer of shares
1.4. Minimum number of partners
1.5. Share capital

4th Week
III - COMMERCIAL COMPANY OF THE CONSTITUTION
1. The establishment of the company as a process
2. The constituent act
2.1. The system of corporate relations prior to the conclusion of partnership agreement
2.2. System of internal relations after the celebration of the constituent act and before registration
2.3. System of relations company with third parties after the conclusion of the constituent act and before registration

5th Week
CHAPTER III - COMMERCIAL COMPANIES OF CONSTITUTION (conclusion)
3. The registration of the constituent act
4. Publication
5. Addictions Act
6. Shareholder agréments

6th Week
Chapter IV - PERSONALITY AND CAPACITY OF THE COMMERCIAL COMPANIES
1. Acquisition of legal personality
2. The meaning and limits of the legal personality of commercial companies
3. Disregard of collective personality
4. Legal capacity of societies

7th Week
CHAPTER V - SOCIAL PARTICIPATION

1. General Considerations
2. General and Special Rights
3. Parties, shares, stocks
4. Rights
4.1. Quinhoar right in profits
4.2. Right to participate in corporate decisions
4.3. Right to information

8th Week
CHAPTER V - SOCIAL PARTICIPATION (continued)
5. Obligations
5.1. Entry requirement
5.2. Quinhoar obligation in losses
5.3. Additional benefits
5.4. Supplementary capital
5.5. Supplies

9th Week
CHAPTER V - SOCIAL PARTICIPATION (continued)
6. Social participation as a subject of rights and movement
6.1. Social participation rights in rem object
6.2. Transmission of shares
6.2.1. Inter vivos
6.2.2. Transmission mortis causa
6.3. Amortization of shareholdings
6.4. Disclaimer Partners
6.5. Deleting partners

10th Week
1.º written test

11th Week
CHAPTER VI - CAPITAL AND SOCIAL HERITAGE OF PROFITS, LOSS RESERVES AND
1. Share capital and heritage
1.1. Functions of social capital
2. Profits
3. Reservations
3.1. Notion
3.2. Types of reserves
4. Losses

12th Week
CHAPTER VII - ORGANIZATION OF THE COMMERCIAL COMPANIES
I - deliberative body
1. General.
2. Call and functioning of the general meeting
3. Resolutions void, voidable and ineffective
4. Suspension of proceedings
5. Renewal of deliberations
6. The amendment to the Articles of Association

13th Week
CHAPTER VII - ORGANIZATION OF THE COMMERCIAL COMPANIES (conclusion)
II - Board of Directors
1. The administrator's appointment
2. Society Linking
3. Extinctive causes of the management relationship
III - Supervisory body
1. General Considerations
2. The auditor
3. Supervisory Board
4. General and Supervisory Board and the audit committee

14th Week
CHAPTER VIII - DISSOLUTION AND LIQUIDATION OF THE COMPANY
1. Dissolution: concept and legal regime
2. Liquidation: concept and legal regime

15th Week
General reviews and balance of the semester

Note: classes are theoretical and practical nature, using case study analysis and critique of law, judgments and other documents, when appropriate.

Demonstration of the syllabus coherence with the curricular unit's objectives

Determine the importance of typicality and of freedom of choice in the field of commercial companies and identify systematic framework for these through the minister of the contents Introduction. Set of association and shareholders' agreements, explain the forms and SC constitution acts and recognize the qualification of the legal status of the partner and shareholder is obtained by exposing the Caps. I and II. Discriminate against the vicissitudes of social participation, identify the organizational structure of the SC and recognize the decisions of the partners and shareholders and its vicissitudes will be accomplished through the minister of the Caps content. III and IV. Explain the operation of the SC, distinguishing regular and periodic acts of any and occasional, identify changes of articles of association, recognize the advertising of social acts, identify the various forms of termination of the SC activity is achieved through given the past Chapters 4.

Demonstration of the teaching methodologies coherence with the curricular unit's objectives

To achieve the objectives n.s 1,2 and 3 the lecture, inductive and socratic methods will be used; to achieve the objectives ns. 4 and 9 the lecture, inductive and the case methods will be used; to achieve the objective n.º5 the lecture and socratic methods will be used; and to achieve the objectives ns.º 6,7,8,10,11 and 12 the inductive and case methods will be used.

relevant generic skillimproved?assessed?
Achieving practical application of theoretical knowledgeYesYes
Analytical and synthetic skillsYesYes
Ethical and responsible behaviourYesYes
Problem-solvingYesYes
Written and verbal communications skillsYesYes
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