What a shareholder agreement should address
A well-drafted shareholder agreement anticipates exit scenarios, death, incapacity and strategic disagreement between shareholders, setting clear rules before conflict arises. Articles 224 and 228 of the Portuguese Commercial Companies Code allow limited liability companies to restrict or condition the transfer of quotas by contract, but these preemption, drag-alongA clause requiring minority shareholders to sell their quotas on the same terms if the majority shareholders decide to sell the company. and tag-along clauses are often overlooked in newly formed companies, and their absence is one of the most common causes of shareholder disputes in Portugal.
The most overlooked clauses
Beyond preemption and drag-along rights, clauses on exit for just cause, valuation of the shareholding and deadlock resolution prevent a one-off disagreement from paralysing the company. An agreement reviewed every two or three years keeps pace with the company’s reality far better than a document signed at incorporation and never revisited again.
© 2026 Horacio Baptista Ladera. All rights reserved. Reproduction prohibited without prior authorization.
