This article provides a direct overview of the legal framework on the misuse of corporate assets in Portugal, focusing specifically on the statutory provisions that apply to companies and their directors in 2025.
Legal Framework Governing Misuse of Corporate Assets in Portugal
The misuse of corporate assets is strictly regulated under Portuguese law, with both criminal and civil liability for individuals who violate the regulations. The key statutes currently addressing these matters are:
- Article 375 of the Portuguese Penal Code (“Abuso de confiança”)
- Article 224 of the Commercial Companies Code (“Código das Sociedades Comerciais”)
Criminal Liability for Misuse of Corporate Assets
In Portugal, criminal liability applies in cases where assets belonging to a company are misappropriated or improperly used for personal benefit or unauthorized purposes. The following table summarizes the relevant legal basis for such liability as of 2025:
| Legal Reference | Statutory Focus | Criminal Liability? |
|---|---|---|
| Artigo 375º do Código Penal Português | Abuse of trust (including misappropriation of company assets by directors or representatives) | Yes |
| Artigo 224º do Código das Sociedades Comerciais | Directors’ liabilities and duties regarding company assets | Yes |
Summary of the Laws and Key Responsibilities
Article 375 of the Penal Code establishes criminal penalties for abuse of trust, which includes scenarios where company officers, directors, or agents use company assets in a manner not authorized by law or company statutes. Such misuse can lead to prosecution, with penalties ranging from fines to imprisonment depending on the scale and intent of the misappropriation.
Article 224 of the Commercial Companies Code further specifies that directors have a fiduciary duty to act in the best interests of the company and its shareholders. Any deviation that results in wrongful utilization of company resources (financial or otherwise) for personal gain or for third parties is subject to legal action and, where applicable, criminal prosecution.
Practical Implications for Companies and Directors
These legal provisions mean that, in Portugal, deliberate or negligent misuse of corporate assets not only exposes directors and officers to liability within the company but also to the risk of criminal prosecution. This underscores the importance of maintaining strict internal controls, transparent accounting, and adequate governance policies within Portuguese companies in 2025.
Pro Tips for Compliance with Corporate Asset Laws in Portugal
- Regularly review internal policies: Ensure that company policies explicitly prohibit unauthorized use of company assets and outline disciplinary procedures for violations.
- Maintain detailed records: Keep accurate and timely records of all asset transactions to provide clear audit trails in the event of an investigation.
- Ongoing director training: Periodically educate directors and officers on their legal obligations under the Portuguese Penal Code and Commercial Companies Code.
- Implement robust controls: Use a dual-approval process for significant transactions to reduce the risk of individual misuse.
- Seek legal guidance: When in doubt regarding asset usage, consult with legal counsel familiar with Portuguese corporate law to mitigate exposure.
Official Government Resources
Misuse of corporate assets in Portugal is clearly defined and tightly regulated by both the Penal Code and the Commercial Companies Code. Criminal liability is enforced for breaches, and directors are subject to stringent fiduciary duties when managing company resources. In practical terms, strong documentation processes, ongoing legal awareness, and proactive corporate governance are indispensable for any company operating in Portugal in 2025.