Ata
Minutes (of a company decision)
A written record of a single company decision, such as approving the accounts or distributing profit. Atas are stored in the company's livro de atas and are the legal proof that the decision was made.
An ata is the written record of a single company decision. Where the livro de atas is the book, an ata is one page in it: the document that says this decision was taken, on this date, by these people.
The word can be misleading for English speakers. "Minutes" usually means informal notes of a meeting. A Portuguese ata is stronger than that: under Article 63 CSC it is the legal proof that a deliberação dos sócios (an owners' decision) was made. Without the ata, the decision is hard to prove and can be challenged.
What an ata records
- Which company, and the date.
- Who took part: the owners present or represented, or simply the sole owner in a Unipessoal Lda.
- What was decided: the matter on the agenda and the decision reached.
- The vote, where there is more than one owner.
- Signatures of those who took the decision.
Common atas for a small company
Most of what a small Lda records is routine and repeats:
- Ata de aprovação de contas: approving the annual accounts, due by 31 March.
- Ata de aplicação de resultados: deciding what happens to the profit (kept in the company, or paid out as dividends).
- Ata about the gerente: appointing the manager, or deciding their pay (including a decision that they serve unpaid).
- Ata de alteração: a change of registered address, company name, or share capital.
Signing an ata
An ata is effective once signed by those who took the decision. On paper that means a handwritten signature on the page. Digitally, it means a qualified electronic signature (assinatura eletrónica qualificada): in Portugal the free Chave Móvel Digital (CMD) produces one, and a CMD-signed ata carries the same legal weight as a signed paper page.
Frequently asked questions
What is an ata?
An ata is the minutes of a company decision: a short document that records what was decided, by whom, and when. The English word 'minutes' usually means notes of a meeting; in Portuguese company law an ata is more specific, it is the formal record that gives a decision (a deliberação) its legal effect. Atas are kept in the company's livro de atas (book of minutes).
What information must an ata contain?
The company's identity, the date, the people who took part (or the sole owner, in a Unipessoal Lda), the agenda or matter decided, the decision itself, and the result of the vote where there is more than one owner. It is then signed by those who took part.
Who writes the ata?
Whoever runs the decision, in practice often the manager (gerente) or the company's contabilista certificado, especially for recurring atas like the annual approval of accounts. For a single-owner Unipessoal Lda the owner can write and sign it themselves.
Does an ata need a signature to be valid?
Yes. An ata takes effect once it is signed by those who took the decision. On paper that is a handwritten signature; digitally it is a qualified electronic signature (for example via Chave Móvel Digital), which has the same legal value.
Related terms
The official record where a Portuguese company logs the decisions of its owners. Every company must keep one, including a single-owner Unipessoal Lda. It can be a physical book or a digital one, and it is the legal proof that a decision was actually made.
Deliberação dos SóciosShareholders' DecisionA formal decision taken by a company's owners, such as approving the accounts or distributing profit. The decision is recorded in an ata, which is its legal proof.
GerenteManaging DirectorThe person who manages a Portuguese Lda and represents it legally. Their appointment and pay are decided by the owners and recorded in an ata. Even an unpaid gerente triggers a minimum Social Security contribution.
Contabilista CertificadoCertified AccountantA certified accountant registered with the Ordem dos Contabilistas Certificados (OCC). Required by law for companies and for sole proprietors on the normal regime, but not for the simplified regime.