Publication in the Diário da República: Despacho n.º 4719/2022 de 21/04/2022
5 ECTS; 2º Ano, 1º Semestre, 28,0 PL + 28,0 TP + 14,0 OT , Cód. 60599.
Lecturer
- Cecília Alexandra Oliveira do Amaral (2)
- Cláudia Liliana Sousa Rosa Henriques (1)(2)
(1) Docente Responsável
(2) Docente que lecciona
Prerequisites
Not applicable
Objectives
An overview as complete as possible of the legal discipline of business and economic activities and their respective players, as well as the legal acts performed in this area.
Program
I - Introduction
1. Concept and scope of Commercial Law.
2. Outline of the historical evolution of Commercial Law.
3. Objectivist and subjectivist conception of Commercial Law.
4. The specific needs of Commerce and the justification for the autonomy of Commercial Law.
5. The characteristics of Commercial Law
6. Commercial Law as Special Private Law and its relations with Civil Law.
7. The sources of Commercial Law.
II Trade acts
1. Notion
2. Objective acts of commerce and subjective acts of commerce.
3. The corporate conception of commercial acts.
4. Other classifications:
i) absolute commercial acts and commercial acts by connection or accessory;
ii) formally commercial acts and substantially commercial acts;
iii) bilateral and unilateral or mixed acts;
III General rules of commercial acts
1. Shape
2. Passive Solidarity
3. Prescription
4. Interest
5. Liability of spouses for business debts.
IV Subjects of commercial activity
1. Understanding of a trader.
2. Sole traders
3. Requirements for access to merchant status:
i) Legal Personality;
ii) Commercial Capacity;
iii) Professional practice of commerce;
iv) Exercise in ones own name and benefit. The risk.
4. Incompatibilities and unavailability.
5. Administrative conditions and licensing.
6. Distinction between traders and other professional categories.
7. Special obligations of traders:
i) The firm
ii) Commercial bookkeeping
iii) The balance sheet and accountability
iv) The commercial register (the registration number).
V The organization of the trader
§ 1 - The company
1. The company and Commercial Law.
2. The different meanings of the company in Commercial Law.
3. The company as an institutional unit.
4. Classification of companies.
5. Complementary groupings of companies (ACE).
6. European economic interest groupings (EEIG).
§.2 - The commercial establishment
1. Notion.
2. The elements of the commercial establishment.
3. The legal nature of the commercial establishment.
4. The individual establishment with limited liability.
5. Rights and legal relations over the commercial establishment.
i) Goodwill
ii) Assignment of Exploration
VI Company protection
1. Industrial property rights in general.
2. The scope of industrial property.
3. Attribution of industrial property rights.
4. Transmission and licensing of rights.
5. Termination of rights.
VII Insolvency, Bankruptcy and Business Recovery
1. Brief considerations and purpose of the process.
2. The insolvency of legal entities and natural persons.
3. The main qualifying incidents of insolvency.
4. The Special Revitalization Plan.
5. The Special Plan for payment agreement.
VIII The advertising regime.
1. General and special rules
IX Commercial Companies
1. Introduction
2- Concept of commercial company.
3- The different types of commercial companies.
4- Constitution of the commercial company.
5- Personality and legal capacity of commercial companies.
6- The company contract.
7- Shape. Irregular societies.
8- Elements of the commercial partnership agreement.
9- Plurality of partners. One-person companies.
10- Contribution with goods or services. The capital. The constitution of capital in the different types of
societies.
11- The object. The change of object.
12- The headquarters. The change of headquarters.
13- Amendment of the social contract.
14- Rights and obligations of partners.
15- The governing bodies types and holders of the bodies.
16- Administration and representation bodies.
17- Supervision bodies.
18- Forms of deliberation by partners. The General Assemblies.
19- Convening and functioning of Assemblies.
20- The minutes.
21- Interpretation of social deliberations.
22- Transformation of societies.
23- Merger of companies.
24- Spin-off of companies.
25- Extension of companies.
26- Dissolution and liquidation of companies
Evaluation Methodology
Two midterm tests with a pass mark of 10/20.However, only the students who obtained a grade equal to or greater than 8 (eight) in the first written test can take the second written test. Students qualified to take the (written) exam must get a minimum of 10/20 to pass. The minimum mark of 10/20 is also required to achieve a pass in the resit.
Bibliography
- Coutinho de Abreu, J. (2021). Curso de Direito Comercial - Das Sociedades Comerciais. (Vol. II). Coimbra: Almedina
- Coutinho de Abreu, J. (2022). Curso de Direito Comercial . (Vol. I). Coimbra: Almedina
- Menezes Cordeiro, A. (2022). Direito Comercial. Coimbra: Almedina
- Pupo Correia, M. (2018). Direito Comercial. Lisboa: Ediforum
Teaching Method
Theoretical-practical classes, in which the various program contents are developed, followed by a period for solving practical exercises and clarifying doubts.
Software used in class
