A Sociedade Gestora de Participações Sociais (SGPS) is a commercial entity created to manage subsidiaries activities (downward operations) or a group of enterprises (upward operations). Other synonyms are holding, shareholding company or mother-company, although this definition is simple enough to Einstein say “beautiful”! However, a deeper analysis reveals ambiguity that has fostered debate.
Historically SGPS´s or “controlling enterprise” are regulated by Decreto-Lei nº 271/72, August 2sd, established by its own regime on Decreto-Lei nº 495/88, December 30th, and changes introduced by Decretos-Lei: nº 318/94, December 23rd, nº 378/98, November 27th; and, nº 109-B/2001, December 27th. And, while commercial entities these can be constituted as anonymous or limited companies; but, mentioning the expression SGPS.
Yet, which are the differences for “controlling enterprises”? Regardless the organisational structure, social object catalyzes the difference. Ie, by the law: i) these only can have “shareholding in other companies, as an indirect form of economic activity”; and ii) this mention as to be explicit. To omit it is against the law and punishable with a fine: i) 498.80- 9.975.96 EUR (negligence); and, ii) 498.80-19.951,92 EUR (fraud).
In addition two limitations about SGPS indirect participation and non-occasionally exist: (i) hold less than 10% of voting capital in a subsidiary company per si or via other companies; and ii) respect a timespan above one year. However, this issue requires further debate given subjective legislation…
