Divide to Conquer

In the Portuguese sociedade por quotas (Lda) model,the standard assumption is that all shareholders hold quotas with identicalrights and obligations. Yet the Código das Sociedades Comerciais (CSC)and jurisprudence allow far more flexibility than many practitioners realise.

By means of a well-drafted pacto social / estatutos(bylaws), an Lda may establish multiple categories of shareholders,each with tailored governance rights, transfer restrictions and exit/successionmechanisms.

This approach enables companies to align control anddecision-making with those most accountable for growth, while maintaining the cost-efficiency and simplicity of the Lda structure.

This governance strategy allows a company to hold the benefits of a private limited company and still implement corporate sophistication avoided from the heavier SA regime.

Why Create Shareholder Categories?

Different shareholders contribute different types of value to the company. Categorization allows rights to reflect that reality.

In short, governance becomes aligned with each stakeholder’s true role.

Governance Features That Can Differ Between Categories

Implementation Strategy

Creating shareholder categories should follow a structuredanalysis:

1. Define strategic contributors
Who must retain long-term governance authority?

2. Anticipate future events
Departure, death, insolvency, breach and succession must be considered.

3. Ensure clarity and enforceability
Rights and rules must be objective, transparent and compliant with the law.

4. Preserve adaptability
Allow creation of new categories or evolution of rules via shareholderresolution where appropriate.

‍