Chapter VII · Civil liability for the incorporation, management and supervision of the company

Article 79 Liability to members and third parties

Artigo 79.º · Responsabilidade para com os sócios e terceiros

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

#

1. Managers and directors are also liable under the general rules to members and third parties for losses directly caused to them in the performance of their functions.

1 - Os gerentes ou administradores respondem também, nos termos gerais, para com os sócios e terceiros pelos danos que directamente lhes causarem no exercício das suas funções.

#

2. The rights to compensation provided for in this Article are subject to Article 72(2) to (6), Article 73 and Article 74(1).

2 - Aos direitos de indemnização previstos neste artigo é aplicável o disposto nos n.os 2 a 6 do artigo 72.º, no artigo 73.º e no n.º 1 do artigo 74.º

What we checked in this article

Direct loss to members/third parties is distinguished from company loss; all cross-references remain.

Is Article 79 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