Chapter XI · Conversion of companies · Section I · Domestic conversions

Article 139-A Liability arising from the conversion

Artigo 139.º-A · Responsabilidade emergente da transformação

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

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Members of the management body of the converted company are jointly and severally liable for losses caused by the conversion to the company and to its members and creditors if, in verifying the company’s assets and liabilities and completing the conversion, they failed to exercise the diligence of a judicious and orderly manager.

Os membros do órgão de administração da sociedade transformada são solidariamente responsáveis pelos danos causados pela transformação à sociedade e aos seus sócios e credores, desde que, na verificação da situação patrimonial da sociedade e na conclusão da transformação, não tenham observado a diligência de um gestor criterioso e ordenado.

What we checked in this article

Joint and several liability of the management body members towards the company, members and creditors, conditional on failure to exercise the diligence of a judicious and orderly manager, is 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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