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) Lead Professor
(2) Teaching Professor
Prerequisites
Not applicable.
Objectives
Provide students with a complete overview of the legal discipline of economic-business activity, its agents and the legal acts developed in this area.
Program
I Introduction
1. Concept and scope of commercial law.
2. An outline of the historical development of commercial law.
3. Objectivist and subjectivist conceptions 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 a branch of Special Private Law and its relationship with Civil Law.
7. The sources of Commercial Law.
II Commercial acts
1. Concept
2. Objective commercial acts and subjective commercial acts.
3. The business-oriented conception of commercial acts.
4. Other classifications:
i) absolute commercial acts and commercial acts by connection or accessory nature;
ii) formally commercial acts and substantially commercial acts;
iii) bilateral, unilateral or mixed acts;
III General rules governing commercial acts
1. Form
2. Joint and several liability
3. Limitation period
4. Interest
5. Spouses liability for commercial debts.
IV Parties engaged in commercial activity
1. Concept of a trader.
2. Sole traders
3. Requirements for acquiring the status of a trader:
i) Legal personality;
ii) Commercial capacity;
iii) Professional engagement in trade;
iv) Conducting business in ones own name and for ones own benefit. Risk.
4. Incompatibilities and restrictions on disposal.
5. Administrative conditions and licences.
6. Distinction between traders and other professional categories.
7. The special obligations of traders:
i) The business name
ii) Bookkeeping
iii) The balance sheet and the presentation of accounts
iv) The commercial register (registration).
V The organisation of the trader
§ 1 The company
1. The company and commercial law.
2. The various meanings of company in commercial law.
3. The company as an institutional unit.
4. Classification of companies.
5. Complementary groups of companies (ACE).
6. European Economic Interest Groupings (EEIGs).
§.2 The commercial establishment
1. Concept.
2. The elements of the commercial establishment.
3. The legal nature of the commercial establishment.
4. The sole trader with limited liability.
5. Rights and legal relationships concerning the commercial establishment.
i) Business transfer
ii) Transfer of operations
VI Insolvency, Bankruptcy and Corporate Reorganisation
1. Brief considerations and purpose of the proceedings.
2. Insolvency of legal persons and natural persons.
3. The main issues relating to the classification of insolvency.
4. The Special Revitalisation Plan.
5. The Special Plan for a payment arrangement.
VII Negotiable Instruments
1. Concept of a negotiable instrument.
2. General characteristics of negotiable instruments.
3. Classification of negotiable instruments.
4. The main types of negotiable instruments.
5. The bill of exchange.
6. The promissory note.
7. The cheque
VIII Commercial Companies
1. Introduction
2. The concept of a commercial company.
3. The various types of commercial companies.
4. Incorporation of a commercial company.
5. Legal personality and capacity of commercial companies.
6- The articles of association.
7- Form. Unincorporated partnerships.
8- Elements of the articles of association of a commercial company.
9- Multiple shareholders. Sole proprietorships.
10- Contributions of assets or services. Share capital. The formation of share capital in the various types of
companies.
11- The corporate purpose. Change of corporate purpose.
12- The registered office. Change of registered office.
13- Amendment of the articles of association.
14- Rights and obligations of shareholders.
15- Corporate bodies types and members of the bodies.
16- Management and representation bodies.
17- Supervisory bodies.
18- Methods of decision-making by shareholders. General Meetings.
19- Convening and conduct of General Meetings.
20- Minutes.
21- Interpretation of corporate resolutions.
22- Conversion of companies.
23- Merger of companies.
24- Demerger of companies.
25- Extension of the duration of companies.
26- Dissolution and winding-up of companies
IX- Commercial Contracts.
Evaluation Methodology
Students who choose to undertake continuous assessment will be required to sit two written tests, each accounting for 50 per cent of the mark. In the continuous assessment, a mark of less than 8 in either of the two tests will result in immediate admission to the examination.
Achieving a mark between 8 and 12 in either test, or suspicion of cheating, will result in the student being required to sit an oral examination.
If, in the continuous assessment tests, a student achieves a mark higher than 12, they are exempt from the final examination. Students admitted to the examination sit a written exam and are marked Pass if they achieve a mark of 12, thereby being exempt from the oral examination.
During the resit period, the student is deemed to have Passed if they achieve a mark of 10.
In any assessment period, where there is a suspicion of cheating, the student will be required to sit an oral examination.
Bibliography
- Cordeiro, M. (2022). Direito Comercial. Coimbra: Almedina
- Coutinho de Abreu, J. (2022). Curso de Direito Comercial. (Vol. I). Coimbra: Almedina
- Coutinho de Abreu, J. (2024). Curso de Direito Comercial - Das Sociedades Comerciais. (Vol. II). Coimbra: Almedina
- Pais de Vasconcelos, P. (2020). Direito Comercial. Coimbra: Almedina
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
