I. Incorporation of Companies
Legal types of companies – choosing the appropriate company form for each business project
Company agreement (articles of association) – mandatory and optional provisions
Legal personality and legal capacity of companies
Shareholders’ agreements (acordos parassociais)

II. Capital and Assets
Share capital – principle of capital maintenance (intangibility)
Capital contributions
Ancillary contributions, supplementary contributions and shareholders’ loans (prestações acessórias, suplementares e suprimentos)
Increase and reduction of share capital. Simplified mechanism for the conversion of shareholders’ loans into capital

III. Corporate Organisation
Shareholders’ resolutions in the general meeting (composition and functioning)
Invalidity and challenge of corporate resolutions. Suspension of corporate resolutions
Composition and functioning of the management body. The de facto director. Duties of managers and directors and sustainability
Remuneration and retirement of members of the management body. Removal of managers and directors
Representation and binding of the company
Liability of members of the management body
Liability of the controlling shareholder. Liability of creditors and other third parties
Liability of the sole shareholder (Articles 84 and 270-F of the Portuguese Companies Code – Código das Sociedades Comerciais)
Composition and functioning of the supervisory body. Liability of members of the supervisory body
ESG and the duties/liability of members of corporate bodies
Piercing the corporate veil (disregard of legal personality)

IV. Shareholdings
General and special shareholders’ rights. Pledge and usufruct of shareholdings
Voting rights, information rights and other shareholders’ rights
Right to profits and liquidation proceeds. Loyalty shares
Value of shareholdings. Redemption of quotas and shares
Transfer of shareholdings
Withdrawal and exclusion of shareholders. “Shoot-out” clauses or deadlock resolution mechanisms
Beneficial ownership regime

V. Corporate Changes and Transactions
Governance and liability in situations of corporate distress
Acquisition and sale of companies
Specific features of family businesses
Mergers and demergers of companies
Corporate alliances and groups of companies
Transformation of companies

VI. Resolution of Corporate Disputes
Special proceedings relevant to companies (e.g. suspension of corporate resolutions, rendering of accounts, opposition by creditors). Arbitration of corporate disputes
Relevant case law in company law