Deliberação dos Sócios
Shareholders' Decision
A 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.
A deliberação dos sócios is a formal decision taken by the owners of a company. It covers the matters the law puts in the owners' hands rather than the manager's: approving the year's accounts, deciding what happens to the profit, appointing or removing the gerente, changing the company's statutes, increasing the share capital.
For the Lda family (sociedades por quotas), these decisions are governed by Article 248 CSC.
The decision and its record
It helps to keep two things apart:
- The deliberação is the decision itself, what the owners agree to do.
- The ata is the document that records it, and under Article 63 CSC it is the legal proof the decision was made.
A decision with no ata behind it is hard to prove and can be contested later. That is why the two always travel together: you take the decision, you write the ata, you file it in the livro de atas.
When there is only one owner
In a single-owner Unipessoal Lda, the sole owner exercises the powers a shareholders' meeting would otherwise hold. There is no meeting and no vote to count, but the decision is still made in writing and signed. The record requirement does not disappear just because there is only one person in the room.
Frequently asked questions
What is a deliberação dos sócios?
It is a formal decision by the owners (sócios) of a company on a matter the law reserves to them, such as approving the annual accounts, deciding what to do with the profit, appointing the manager, or changing the company's statutes. For sociedades por quotas (the Lda family) these decisions are governed by Article 248 of the Código das Sociedades Comerciais.
How is a deliberação different from an ata?
The deliberação is the decision; the ata is the document that records it. The decision is what you agree to do; the ata is the proof you agree to do it. A decision without an ata is hard to prove and can be challenged.
How does a single owner take a deliberação?
In a Unipessoal Lda the sole owner exercises the powers a shareholders' meeting would normally have, and simply records the decision in writing. There is no meeting to convene, but the decision is still written down and signed.
Related terms
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.
Livro de AtasBook of MinutesThe 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.
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.