Company Law


General learning outcomes:

  1. To introduce the students to the fundamental problems of the life cycle of companies, through a legal-normative dialogue with the General Part of the Commercial Companies Code.
  2. Knowledge of the main concepts of company law.
  3. Identification of the main lines of historical evolution of company law, highlighting the importance of European Union law and the influence of American law.
  4.  Knowledge of the importance of digitalisation and legal technology in the context of company law.
  5. Ability to take informed decisions on company law in the future.

Specific learning outcomes:

  1. Knowledge of the main historical stages of Portuguese company law and the influence of each of them on current positive law, as well as the catalogue of sources of law (national and international) that contribute to current regulation.
  2. Understanding the relevance and the influence of the European Union Law in the Portuguese company law.
  3. Identifying the company in confrontation with legal figures that are close to it.
  4. Knowledge of the dogmatic and practical-legal relevance of the corporate types and of the main criteria used for the characterization of each one of them.
  5. Identification of the processes of incorporation of commercial companies and, in particular, the distinction between the normal or traditional process and the special processes ("on the spot company" and "online company"), as well as the knowledge of the different legal regimes of the relations between partners and between the company and third parties until the definitive registration of the constitutive act.
  6. Understand the current meaning of the legal personality of commercial and civil companies in commercial form, particularly in the context of advances in artificial intelligence, as well as the groups of cases in which, exceptionally, the disregard of legal personality is lawful. 
  7. Understand the legal meaning of the capacity of commercial and civil companies in commercial form and identify the acts or legal transactions for which they are incapable of enjoyment.
  8. Understand the notion of social participation and the main rights and obligations it includes.
  9. Understand the various legal meanings of share capital, the functions attributed to it and know the arguments supporting the contestation of this figure.
  10. Know the concept and modalities of reserves, as well as the essential features of its legal regime.
  11. Acquire fundamental knowledge regarding the members' deliberations, namely, members' deliberative competence, virtual assemblies, forms of deliberation, voting and voting and the invalidity and ineffectiveness of deliberations. 
  12. Recognise the typical management and supervision models, the duties and civil liability of directors, in the context of the corporate governance debate, and the challenges of artificial intelligence.
  13. Obtain fundamental knowledge on each one of the relations of coalition between companies foreseen in the Commercial Companies Code
  14. Identify the various causes of company dissolution, the main stages of the administrative procedure for company dissolution and liquidation, and the main moments of company liquidation.


  1. Understand the legal texts, national and European Union, dedicated to company law.
  2. Compose oral or written texts on company law.
  3. Develop investigation skills.
  4. Selecting and evaluating data and information for validity and reliability.
  5. Solving new problems by applying the knowledge obtained.
  6. Communicate with professionals from other areas, namely company managers, entrepreneurs and businessmen.
  7. Developing self-discipline and setting goals for themselves.
  8. Working independently and showing initiative.

General characterization





Responsible teacher

Maria Elisabete Ramos


Weekly - 6

Total - 72

Teaching language



General Theory of Private Law


Abreu, Jorge Manuel Coutinho de, Curso de Direito Comercial, II. Das sociedades,  7.ª ed., Coimbra: Almedina, 2021.

Antunes, José Engrácia, Direito das Sociedades, 10.ª ed., Porto: Ed. do Autor, 2021.

Cordeiro, António Menezes, Direito das Sociedades, I. Parte Geral,  4ª ed., com a colaboração de A. Barreto Menezes Cordeiro, Coimbra: Almedina, 2020.

Cunha, Paulo Olavo, Direito das Sociedades Comerciais, 7.ª ed., Coimbra: Almedina, 2019.

De Luca, Nicola, European Company Law, second edition, Cambridge: Cambridge University Press, 2021.

Duarte, Rui Pinto, Escritos sobre Direito das Sociedades, Coimbra: Coimbra Editora, 2008.

Hanningan, Brenda, Company Law, 5th edition, Oxford: Oxford University Press, 2018.

Martins, Alexandre de, Administração de sociedades anónimas e responsabilidade dos administradores, Coimbra: Almedina, 2020.

Merle, Philippe/Fauchon, Anne, Sociétés commerciales (édition 2020/2021) (24e édition), Paris: Dalloz, 2020.

Ramos, Maria Elisabete, Direito das Sociedades, Coimbra: Almedina, 2022.

Teaching method

The curriculum unit of Company Law is structured in presential classes, taught in Portuguese. In each class there will be an introduction to each of the topics by the teacher of the course unit, accompanied by the pertinent legal rules, jurisprudential decisions and doctrinal debates. This teaching methodology is coherent with the objective of introducing the students to the fundamental problems of the life cycle of companies. This will be facilitated by the use of the internet, with students being invited to visit official websites of regulators, companies, European Union institutions, doctrinal articles published in open access regime. This teaching methodology is in line with the objective of providing the knowledge of the main concepts of company law and to know, more closely, the relevance of digitalisation in the legal regime of commercial companies. On the other hand, it is intended that students can learn to select reliable information on company law and can identify relevant sources for their research and autonomous work.

Simultaneously, it is aimed to introduce debate strategies in classes, around controversial or controversial corporate law subjects, creating debate groups, in order to raise and stimulate critical sense and argumentation capacity.this teaching methodology is coherent with the objective of training future professionals capable of taking informed decisions in corporate law matters.

Resolution of practical cases, by applying a problem solving approach, previously provided to students, in order to stimulate learning autonomy by the student and to guide the preparation of the curricular unit outside the classroom. Complementarily, namely through available platforms, short surveys will be done to the Students, in order to ascertain conceptual accuracy. This teaching methodology is coherent with the purpose of promoting the resolution of new problems by applying the knowledge obtained in the curricular unit.

Finally, in each class, students will be asked to answer an "exit question", such as: "What is the most important thing you learned today and why? This strategy is intended to motivate the reflection of each student about what they have learned in each lesson. This strategy is coherent with the objective of making students identify the most relevant problems of current company law.

Evaluation method

The assessment will comply with Regulation No 357/2020 of 9 April, Regulation on the Assessment of Knowledge and Skills. Examination Periods. 

Final Examination

The final exam, written and individual, is compulsory for all students, will have a duration of 3 hours, will be done with consultation of legislation and other elements and will be evaluated in 50% of the final grade.

Distributed assessment (other assessment elements besides the final exam)

In order to stimulate critical thinking, argumentative skills and oral expression on company law topics, on an optional basis, students are invited to present, in a group composed by two members, a topic on company law in which each member defends a point of view. This oral presentation in class will last no longer than 10 minutes and will be evaluated in 50% of the final mark.

Subject matter

I. An Approach to Portuguese Company Law

II. Introduction to company law and comparison with other legal forms

III. Procedures for the incorporation of commercial companies and civil law companies in commercial form

IV. Personality and legal capacity of companies 

V. Social Participation 

VI. Company Financing

VII. Resolutions by Members

VIII. Corporate Governance

IX. Related Companies

X. Dissolution and Liquidation of Companies


Programs where the course is taught: