Judgement of the Court of Appeal of Evora of 14-05-2015

Commercial registration by transcription – Appointment of manager – Nullity

The commercial registration by transcription consists in extracting the elements contained in documents submitted that define the legal status of entities subject to registration. This registry is null when false or when done based on false titles, when done based on insufficient titles for the legal proof of the registered fact, when vitiated by omissions or inaccuracies which result from the uncertainty as to the subject or the object of the legal relation to which the registered fact relates, when signed by a person without functional competence and cannot be confirmed, and when recorded without prior presentation.

In this case, articles of association were submitted in which the plaintiff was appointed as manager, and the same only has acknowledge such appointment when confronted by Social Security as subsidiary debtor for the company’s debts. Taking into account that the manager appointment contained in the registered document did not represent the actual reality, that the plaintiff never managed or represented the company and that the letter of resignation as manager was not written or signed by the plaintiff, the commercial registrations of appointment and resignation as manager were considered null.