Chapter X · Divisions of companies · Section I · Domestic divisions

Article 126 Division by dissolution. Scope

Artigo 126.º · Cisão-dissolução. Extensão

Código das Sociedades Comerciais · Decree-Law No. 262/86 · consolidated text checked 26 October 2026

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1. A division by dissolution under Article 118(1)(b) must cover all the assets and liabilities of the company to be divided.

1 - A cisão-dissolução prevista no artigo 118.º, n.º 1, alínea b), deve abranger todo o património da sociedade a cindir.

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2. Where the division resolution has not laid down the criterion for allocating assets or debts not included in the final draft terms of division, the assets shall be apportioned among the new companies in the proportion resulting from the draft terms of division; the new companies shall be jointly and severally liable for the debts.

2 - Não tendo a deliberação de cisão estabelecido o critério de atribuição de bens ou de dívidas que não constem do projecto definitivo de cisão, os bens serão repartidos entre as novas sociedades na proporção que resultar do projecto de cisão; pelas dívidas responderão solidariamente as novas sociedades.

What we checked in this article

The requirement that a division by dissolution cover all assets and liabilities, the default proportional apportionment of unallocated assets and the new companies' joint and several liability for unallocated debts are retained.

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Unofficial English translation prepared by BCA Portugal for reference. Only the Portuguese text published in the Diário da República has legal force. Editorial notes are ours and are not part of the statute.

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