Title VII · Criminal provisions

Article 521 Unlawful refusal to draw up minutes

Artigo 521.º · Recusa ilícita de lavrar acta

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

#

Any person who, being under a duty to draw up or sign the minutes of a company meeting, fails without justification to do so, or acts in such a way that another person under the same duty is unable to do so, is punishable, unless a more severe penalty applies under another legal provision, by a fine of up to 240 days.

Aquele que, tendo o dever de redigir ou assinar ata de assembleia social, sem justificação o não fizer, ou agir de modo que outrem igualmente obrigado o não possa fazer, é punido, se pena mais grave não couber por força de outra disposição legal, com pena de multa até 240 dias.

What we checked in this article

The duty to draw up or sign minutes, the “without justification” condition, the subsidiarity to more severe penalties under other legal provisions and the fine of up to 240 days are retained.

Is Article 521 relevant to a company you run or plan to set up?

We advise on Portuguese company law in English every day: formation, capital, members’ resolutions, managers’ liability and restructuring. A written answer and a fixed quote within one working day.

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.

Applying the law

Portuguese company law, explained in English by the people who apply it

Reading the statute is the first step. Applying it to your articles of association, your capital and your board is where mistakes cost money. Tell us what you are deciding and we will set out the rules that apply and what it costs to get it done.

Get a quote