Shareholders Agreement in Portugal: Template, Key Clauses and Local Law (2026)

What a Portuguese shareholders agreement is A shareholders agreement (acordo parassocial) is a contract between all or some of a company's shareholders, acting in that capacity, that governs how they exercise their rights and manage their relationship. It sits alongside the company's articles of association but is a separate private contract. In Portugal these agreements are expressly recognised, which gives them a firmer footing than in some other countries. ## The law that governs it Shareholders agreements are typified in article 17 of the Portuguese Companies Code (Codigo das Sociedades Comerciais, approved by Decree-Law No. 262/86). The company itself is also governed by the Companies Code and, for contract matters, the Civil Code. Two features of article 17 are central. First, the agreement has relative effect: it binds only the shareholders who sign it, not the company, so a breach is a contract matter between the parties rather than something that invalidates a company resolution. Second, article 17 limits what the agreement can do. In particular, it cannot regulate the conduct of directors or other persons in the exercise of management functions, and it cannot be used to bind the company's bodies in ways the Code does not allow. ## Key clauses to include ### Parties and shares

Identify the shareholders, their holdings and the company. ### Governance and board Set how directors are nominated and the composition of the board, within the article 17 limits on management conduct. ### Reserved matters List decisions that need a qualified majority or the consent of specific shareholders. ### Voting arrangements Agree how the parties will vote on defined matters, which is a typical and valid use of these agreements. ### Transfer restrictions Include rights of first refusal, tag-along and drag-along rights and lock-up periods. ### New shares and pre-emption Set how new capital is issued and existing holders' pre-emption rights. ### Information rights Give minority shareholders agreed access to financial and management information. ### Dividend policy Agree a distribution approach. ### Deadlock Provide a mechanism to break deadlock, such as escalation, buy-sell or a casting mechanism. ### Exit Cover sale, listing and what happens on default or departure. ### Confidentiality and governing law Protect the terms and choose Portuguese law and forum. ## Common mistakes - Trying to control how directors act in management, which article 17 does not allow.

• Assuming the agreement binds the company or overrides a company resolution; it has relative effect only.
• Leaving the agreement and the articles of association inconsistent.
• No deadlock or exit mechanism, which traps shareholders when relations break down. ## Draft and manage it in one workspace A shareholders agreement interacts with the articles, board decisions and later funding rounds, so its terms need to be found and tracked over years. Adira is an AI legal workspace where you can draft from a structured template, see each clause flagged favourable or unfavourable to your side, edit clauses in plain language and keep key dates and obligations in one place. Depth for non-India jurisdictions such as Portugal is on the roadmap, so confirm local coverage first. You can see the approach at Adira. This article is general information, not legal advice. Confirm the current Companies Code text with a qualified Portuguese lawyer before you sign.