Livro de Atas: what a Portuguese Lda's minutes book must contain and how to keep it

What is the minutes book?

The minutes book is the formal record of the partners’ resolutions (in general meeting, or through the other channels allowed by the law) and, where applicable, of the management’s resolutions. Each resolution is recorded in a set of minutes: the document describing what was discussed, what was decided, how the vote went, and by whom.

Keeping the minutes book is required by the Commercial Companies Code (CSC) and applies, without exception, to every commercial company established in Portugal, including Sociedades por Quotas and single-partner Sociedades Unipessoais por Quotas. The obligation arises with the company: once the company exists, it must have a minutes book to record resolutions in.

In practice, the minutes book is the company’s institutional archive. It documents annual accounts approvals, changes of manager, admission or exclusion of partners, capital increases, amendments to the articles of association, and every other decision requiring a formal resolution. It is the history of how the company governed itself.

When are minutes required?

Whenever the partners (or the management, where applicable) take a resolution that requires the formal rigour set out in the law or in the articles of association. Typical situations:

• Annual review and approval of the accounts for the prior fiscal year (to be reviewed within the three months following the end of the fiscal year under article 65(5) of the CSC; article 263(2) sets out an exception when all partners are also managers and sign the accounts-related documents without reservations; see the detail below and the Tax & legal calendar).
• Amendments to the articles of association: registered office, name, corporate purpose, share capital, quotas, management, forms of company representation.
• Manager appointments or removals outside the articles of association.
• Quota transfers requiring company consent.
• Profit distribution and other results allocation.
• Capital increases or reductions.
• Dissolution or liquidation of the company.
• Other resolutions required by the law or the articles of association to be in written form.

Informal day-to-day decisions (an operational choice between managers, for example) do not need minutes. Minutes are reserved for decisions with formal corporate effect.

What must be in a set of minutes (article 63 CSC)

Article 63 of the CSC sets out the minimum elements that a set of minutes must contain. Minutes that fail to meet these requirements can be challenged and, in more serious cases, invalidate the resolution.

A compliant set of minutes contains, at minimum:

• Identification of the company (name, registered office, NIPC), the place, day, and time of the meeting.
• Name of the chair of the meeting and, where they exist, of the secretaries.
• Names of the partners present or represented and the nominal value of each partner’s quota.
• Agenda from the notice of meeting.
• Reference to the documents and reports submitted to the meeting (management report, annual accounts, resolution proposals, etc.).
• Content of the resolutions taken.
• Voting results on each resolution (in favour, against, abstentions).
• The sense of any partner declarations, whenever a partner requests it.

This minimum content applies to general meeting minutes. Where management resolves collectively and the articles of association or company practice require it, the corresponding minutes benefit from a similar structure: identification, attendees, agenda, resolutions, votes.

Media: bound book, loose sheets, and digital practice

The CSC refers to the book and to duly numbered and initialled loose sheets as media for minutes:

• Bound book. The traditional format: a book bought from a stationer or specialist supplier, with sequentially numbered pages where minutes are written or pasted page by page.
• Numbered and initialled loose sheets. An alternative to the bound book: minutes are drawn up on separate sheets, duly numbered and initialled, which together make up the book. This is the most common format in SMEs today.

In practice, minutes are increasingly drawn up in digital form and signed with a qualified electronic signature, which under the eIDAS Regulation (EU Regulation 910/2014) has the same legal effect as a handwritten signature. In this practice, the “book” becomes a versioned digital archive with equivalent guarantees of sequential integrity (numbered minutes, dates, authors, versions).

Whatever the format, what matters is the sequential integrity of the archive (minutes identified, numbered, dated, and organised chronologically) and the traceability of signatures. For extra certainty on formal aspects, it is worth discussing with a lawyer the model that best fits the articles of association and the company’s practice.

Who has to sign

For Portuguese Sociedades por Quotas, article 248(6) of the CSC lays down a specific rule: general meeting minutes must be signed by every partner who participated in the meeting. It is not optional, and it is not limited to the chair.

Article 63(3) of the CSC deals with refusal or inability to sign. No partner has a duty to sign minutes that are not held in the minutes book or on duly numbered and initialled loose sheets; the document must be properly formalised before signatures are requested. Where refusal is grounded in a lack of formalities or another circumstance provided by law, the situation is governed by article 63.

In digital format, a qualified electronic signature has, under the eIDAS Regulation, the same legal effect as a handwritten signature. Other electronic signature mechanisms (advanced or simple) can carry evidentiary value, but their fit for the case at hand should be validated, especially for minutes of resolutions with significant legal effect. Limitada’s Signature collection lets you collect each partner’s or manager’s signature in a defined order, with email notifications and a full record of who signed and when.

Types of resolution and their minutes

Not every resolution requires an in-person general meeting. The CSC provides, for Portuguese Sociedades por Quotas, several channels:

• Convened general meeting. The classic model. Notice is issued under the articles of association and the law, with a minimum advance notice period and a defined agenda. Minutes are drawn up at the end.
• Universal meeting. When every partner is present or represented and they all agree, unanimously, to resolve without prior notice. It has the same legal effect as a general meeting and produces minutes in the same way.
• Unanimous written resolution. Partners resolve without a meeting, through a written document signed by all of them. This is allowed by article 54 of the CSC and produces the same legal effect as a resolution in a meeting. The written document is kept in the minutes book.
• Resolution by written vote. Distinct from unanimous written resolution, this channel is set out specifically for Sociedades por Quotas in article 247 of the CSC: management consults each partner in writing and each partner votes in writing on the proposal. It follows its own procedure and produces the corresponding minutes.

Where the articles of association require formal management resolutions, the corresponding minutes should be recorded and archived according to company practice and the articles’ own provisions.

Annual general meeting and accounts approval

Once a year, the partners review the prior year’s company activity, with a minimum agenda that includes:

• Consideration and approval of the management report and the annual accounts for the prior year.
• Resolution on application of results (profit distribution, transfer to reserves, coverage of losses).
• Consideration of management’s conduct.

Article 65(5) of the CSC provides that accounts and reporting documents must be presented and reviewed within the three months following the end of the fiscal year (five months in the cases specified for consolidated accounts and for equity-method application). For a company with a fiscal year matching the calendar year, the practical deadline is, as a rule, 31 March.

Article 263(2) of the CSC lays down an exception: if all partners are also managers and they all sign, without reservations, the management report, the annual accounts, and the proposal on the application of results, a separate review and resolution on those matters is not required, save in the specific situations reserved by law. In practice, many small Ldas, where partners and management overlap, formalise through this route.

The minutes (or the signed document in the case of the article 263(2) exception) are then the supporting record for filing the accounts with the IES (in July) and the document banks, accountants, and future investors ask for to confirm the company is in order.

Sociedade Unipessoal: how it works without a meeting

In a Sociedade Unipessoal por Quotas, with only one partner, there are no meetings in the proper sense (a meeting implies a gathering of people). The sole partner decides alone and records the decisions in writing, with date and signature.

These decisions are equally formal and meet the same content requirements as minutes (identification of the company, resolution, date). They are archived in the company’s minutes book, just as they would be in an Lda with two or more partners. Sole-partner decisions are covered by article 270-E of the CSC. Contracts between the sole partner and the company have additional rules set out in article 270-F, requiring written form and specific safeguards.

How to keep the book in order

Three practical habits make the difference:

1. One set of minutes at a time, when decisions happen. A meeting’s minutes should be drawn up during or shortly after the meeting, and signed within a short time. Letting minutes pile up creates memory errors and problems when someone requests the book (the bank, the buyer, the court).
2. Clear sequence. Minutes should be numbered, dated, and organised chronologically. Sequence confusion is the most common problem in due diligence.
3. Signatures kept current. A set of minutes without the required signatures is in limbo. Closing the signature cycle on each set before moving to the next avoids ending up with several unsigned sets at the same time.

These three points are precisely what Limitada was built to automate: every set of minutes is versioned, with date, author, and history; Signature collection ensures signatures are collected in the right order with timestamped records; and the digital minutes book keeps everything in one place, shareable with your accountant without email threads.

Minutes templates

Certain minute types are frequent and can be structured from templates:

• Annual accounts approval minutes.
• Change-of-management minutes.
• Amendment-to-articles-of-association minutes (registered office, name, capital, corporate purpose).
• Unanimous written resolution minutes.
• Quota-transfer minutes.

Every template depends on what the specific articles of association of your company require. A generic template is a starting point, but it is worth checking with the accountant or a lawyer before submitting for signature. Limitada offers ready-to-use minute templates with the company’s data pre-populated from the Certidão Permanente, where the feature is available on your plan.

This article is for information only. For minutes with specifics from your company’s own articles of association, or for resolutions with significant legal effect, consult a Portuguese lawyer or certified accountant. The formal requirements for notice, quorum, and majority of each resolution depend on the articles of association and the matter at hand.