Following the publication of Law 15/2017 of 3 May, which prohibited issuance of bearer securities, Decree-Law 123/2017 of 25 September has now been published, regulating the framework for converting existing bearer securities into registered securities.
Under this legislation, all bearer securities must be converted into registered securities by no later than 4 November 2017.
Bearer securities that have not been converted into registered securities by that date cannot be transferred and the respective owners are prevented from receiving dividends or other income until such a conversion is made. Notwithstanding, the respective owners shall always be entitled to request that the securities be registered in their name.
Without prejudice to the option of “normal” conversion, the simplified conversion process allows for the changes that are made to the memorandum of association to be decided by the company’s administrative body, and a notice informing their owners of the conversion process shall be published. Company registration acts and the necessary publications shall be exempt from payment of any fees.
Our clients who find themselves in this situation, namely in which the shareholder capital of their company is represented by bearer securities, shall be contacted by NEWCO in due course.
Please see the full text of the Decree-Law here.