Pratice Areas Corporate Law
Corporate and Commercial Law
We support companies in commercial law matters, including incorporation, reorganization, corporate governance, commercial contracts, and compliance with competition rules, aiming to ensure informed decisions and solid management models.
The corporate and commercial area, framed by commercial law, involves decisions that shape the daily operations and strategic evolution of companies. Incorporating companies, reorganization transactions, negotiating commercial contracts, and implementing compliance policies require careful analysis and deep knowledge of commercial law, the Portuguese Commercial Companies Code, and other applicable legislation.
Simultaneously, increasing regulatory complexity, including competition, data protection, anti-corruption, and ESG, makes it indispensable to review internal practices and integrate control mechanisms aligned with the best practices of commercial law, reducing legal and operational risks.
In sectors subject to regulatory scrutiny, any failure can lead to significant fines, litigation, and reputational impact. Specialized legal action in this area allows for the structuring of corporate decisions, prevention of contingencies, and creation of governance models that accompany the growth and evolution of the business.
Services
We support everything from defining the corporate structure to formalizing the incorporation and installing corporate bodies, within the scope of applicable commercial law. We evaluate the business model and advise on legal requirements such as share capital, number of partners, management format, and liabilities. We prepare articles of association, carry out registrations, and monitor beneficial owner obligations.
We provide support in capital increases, corporate transformations, mergers, demergers, and dissolutions. In corporate governance, we guide on the rights and duties of partners, management responsibilities, profit distribution policies, and corporate conflict resolution mechanisms, always ensuring their strict framing within commercial law.
We support companies in drafting, reviewing, and negotiating commercial contracts essential to their activity, within the context of commercial law, including the purchase and sale of goods and services, supply, distribution and franchising, commercial agency, technology, licensing, and operational partnerships.
We analyze critical clauses such as exclusivity, non-compete, penalties, dispute resolution mechanisms, and confidentiality protection, ensuring compliance with the applicable provisions of commercial law and competition law. We assist in negotiations with suppliers and clients and review terms and conditions, privacy policies, and contractual documentation integrated into compliance and data protection models.
We support companies in assessing commercial practices under competition legislation and commercial law, covering horizontal and vertical agreements, pricing policies, exclusive distribution, refusals to supply, and leniency programs.
In reorganization transactions, such as mergers, acquisitions, and joint ventures, we assess the need for notification to the Competition Authority and prepare all necessary elements, coordinating with corporate, tax, and commercial law areas when relevant. We provide assistance in investigations, searches, and sanctioning proceedings, outlining response and risk mitigation strategies.
Our approach
Appropriate corporate models
We design flexible structures tailored to the partners' objectives and the company's expected evolution, in compliance with applicable commercial law.
Secure transactions
We conduct corporate transactions with formal rigor from a commercial law and corporate law perspective, coordinating with other relevant legal practices.
Governance and compliance
We implement compliance policies within the framework of commercial law and internal mechanisms that promote efficiency and risk management.
FAQs
Whenever the incorporation of a private limited liability company (Lda.), joint-stock company (S.A.), or others is at stake, as well as amendments to the articles of association, entry or exit of partners, reorganizations (mergers, demergers, acquisitions), the review of material commercial contracts, or issues related to Competition Law, compliance, and commercial law. Early assistance allows for the prevention of future conflicts and structures management decisions on a secure basis.
We analyze the business model, the number and profile of the partners, financing needs, and the division of powers and responsibilities. From there, based on the Commercial Companies Code, we identify the advantages and limitations of each corporate form, proposing the structure best suited to the project's objectives and its predictable evolution.
We draft and review bylaws, articles of association, and partners' or shareholders' agreements, regulating topics such as governance, quorums, voting rights, profit distribution, transfer of shares, deadlock mechanisms, and forced exits. We ensure these instruments are clear, enforceable, and compatible with the Commercial Companies Code, other applicable commercial law, and the company's concrete reality.
We assist in the negotiation and drafting of purchase and sale, supply, distribution, agency, franchising, technology, licensing, and other commercial contracts. We identify critical clauses (exclusivity, non-compete, penalties, termination, intellectual property, confidentiality) and adjust them to Competition Law and the company's compliance models, reducing the risk of litigation and regulatory infractions.
We help design and implement compliance programs tailored to the company's sector and size: internal policies, codes of conduct, approval of standard contracts, representation power matrices, beneficial owner registration, and controls related to corruption, money laundering, and data protection. The goal is to ensure corporate and commercial decisions are made through clear and traceable procedures.
We evaluate commercial practices under Competition Law (agreements between companies, pricing policies, exclusive distribution, online sales restrictions, etc.). In concentration transactions (mergers, acquisitions, joint ventures), we check if there is an obligation to notify the Competition Authority, prepare the notification, and monitor the procedure, coordinating it with the corporate design and the tax planning of the transaction.
Yes. In coordination with the intellectual property practice, we support the protection of trademarks, patents, designs, software, and know-how, as well as the drafting of licensing, assignment, or franchise agreements. The corporate and commercial framework is adjusted so that these assets are correctly owned, exploited, and defended in case of infringement.
When conflicts between partners or disputes arising from commercial contracts occur, we work together with the litigation and arbitration team. We analyze the articles of association, shareholders' agreements, and contractual documentation, evaluate the scope for negotiated solutions, and, if necessary, prepare the defense in court or arbitration, seeking to protect the company's value and the clients' position with a clear cost-benefit approach.