Within the Programme "Capitalizar", which has among its objectives the capitalization of companies and the improvement of access to finance, Decree-Act no. 79/2017, of 30 June, was published, coming into force on 1 July ("DL 79/2017"). DL 79/2017 introduces relevant changes to the PCC, creating for private companies limited by quotas (sociedades por quotas) a simplified mechanism for share capital increases by conversion of shareholder loans (suprimentos).
Pursuant to DL 79/2017, the shareholder(s) holding a majority of the votes required to pass an amendment of the articles of association (by-laws) may give notice to the company’s directors of the share capital increase by conversion of the shareholder loans held by the same and that are registered in the last balance sheet approved by the company.
The effectiveness of the share capital increase is subject to non-opposition of the remaining shareholders.
The capital injection shall be verified by the certified accountant or, if the accounts’ audit is legally required, by the statutory auditor, stating that the amount to be converted into share capital is registered in the accounting records, as well as its source and date.
Additionally it should be noted that DL 79/2017 also provides the conditions for implementing an administrative measure that allows the use of the electronic minutes book.