In many commercial companies, the mandate of corporate officers is granted for a fixed term, often corresponding to periods of three or four calendar years, ending on 31 December of the final year of the mandate.
For this reason, at the beginning of each new year it is essential to verify whether the mandates of directors (in private limited liability companies), board members (in public limited companies) and, where applicable, the statutory auditor or supervisory board members, remain in force or whether it is necessary to proceed with their reappointment or the appointment of new officers.
Under the Portuguese Companies Code, members of corporate bodies may be reappointed by resolution of the shareholders, unless otherwise provided in the company’s articles of association.
Furthermore, directors or board members remain in office until their successors are formally appointed, even if their original term of office has expired, thereby ensuring continuity in the company’s management.
Nevertheless, formal reappointment is of practical importance, as directors and board members must have their powers duly in force to validly represent the company. This is especially relevant when entering contracts, opening and operating bank accounts, dealing with clients and suppliers, or participating in licensing procedures and public procurement processes. The absence of a duly renewed and registered mandate may result in delays, operational constraints and significant legal risks.
At the Corporate and Commercial Law Department of Belzuz Abogados, S.L.P. – Portuguese Branch, we assist our clients throughout the entire process of reappointing corporate officers, ensuring full compliance with all legal and registration requirements.
The reappointment process generally involves the following steps:
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Preparation of the General Meeting Minutes
A General Meeting of shareholders must be convened, at which the reappointment of the members of the corporate bodies is formally approved for a new term of office.
This resolution must be recorded in the Minutes of the General Meeting, duly signed, clearly stating:
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- The identity of the reappointed officers.
- The position was held (director, board member, statutory auditor, etc.).
- The duration of the new mandate.
- The commencement date of the new term.
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Execution of letters of acceptance of office
Each reappointed officer must sign a letter of acceptance of office, expressly confirming their acceptance of the position and declaring that they are not subject to any legal incompatibility or prohibition.
This document is mandatory for registration purposes.
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Registration with the Portuguese Commercial Registry
The reappointment of corporate officers is subject to mandatory registration with the Portuguese Commercial Registry.
This registration is essential to ensure enforceability against third parties and the full validity of the company’s representation powers.
Timely reappointment of corporate officers is crucial to ensure the proper functioning of the company.
In practice, banks, clients, suppliers and public authorities frequently require evidence that the company’s representatives have valid and registered powers. Failure to register the reappointment may prevent the execution of contracts, the operation of bank accounts or the completion of essential business transactions.
Ensuring that mandates are duly renewed and registered is therefore a key element of sound corporate governance and effective legal risk management.
Belzuz Abogados, S.L.P. is an international law firm headquartered in Madrid, with offices in Lisbon and Porto, providing specialised legal advice in corporate and commercial law to national and international clients. Our team regularly assists companies in fulfilling their corporate obligations, ensuring legal certainty and providing ongoing support tailored to their business needs.