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Madeira: Types of Company

Stock Corporation

The Stock Corporation (Sociedade anonima - SA) has a minimum of 5 shareholders ('quota-holders') and minimum share capital ('registered quotas') of EUR50,000. Prior to the execution of the notarial deed of incorporation 33% of the share capital of a Stock Corporation or another amount designated by the authorities, whichever is the lesser, must be deposited with a bank. This sum can be withdrawn for corporate purposes after the execution of the deed.

By way of exception, the Stock Corporation can have one shareholder if that shareholder holds as a nominee, if the company includes the name "Sociedade Unipersonal" in its name and where the company is not the sole shareholder in a subsidiary.

Stock Corporations are permitted bearer shares so long as their share capital is fully paid up. The transfer of bearer shares can be by way of registration, by way of deposit with a financial institution or by physical delivery. When bearer shares are transferred by registration the transfer of ownership only occurs upon the completion of the re-registration process in the company books. When they are transferred by deposit with a financial institution the transfer of ownership occurs when the re-registration process is completed in the institution's books. When bearer shares are transferred by physical delivery the transfer of ownership occurs on acquisition of physical ownership.

If the share capital is less than EUR200,000 only one director is permitted; if the share capital is more than EUR200,000 any number of directors can be appointed. Nominees are permitted. Shares of no par value are not permitted.

In the case of Stock Corporations, accounts are a matter of public record. The information to be filed with the tax authorities must include a statement listing the registered shareholders.

Unlike common law jurisdictions, a Madeira Stock Corporation normally includes a statutory audit committee in its composition. A statutory audit committee (conselho fiscal) is an internal auditing board which is composed of one person where the share capital of the company is less than 20m escudos and 3-5 persons if the share capital of the company is above 20m escudos. At least one member of the committee has to have a relevant accountancy qualification. Alternatively, a Stock Corporation can have a three-tiered supervisory structure, with a directors' board (directao), a shareholders' board (conselho geral), and a certified auditor (revisor oficial de contas).

 

 

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