Shareholder Loans in Portugal: Suprimentos in a Portuguese Lda

A shareholder can finance a Portuguese Lda without increasing share capital.

One important mechanism is the shareholder loan known in Portuguese company law as a suprimento.

But not every payment made by a shareholder to the company is automatically a suprimento.

The legal classification matters because suprimentos have their own rules on:

• permanence;
• repayment;
• company approval;
• insolvency and dissolution;
• creditor priority;
• security.

Before transferring money to a Portuguese company, decide whether the funding is intended to be:

• share capital;
• a capital increase;
• a shareholder loan;
• another shareholder contribution;
• payment for goods or services.

These are different legal and accounting positions.

What is a suprimento?

Article 243 of the Portuguese Companies Code defines a suprimento as a financing arrangement in which a shareholder:

• lends money or another fungible asset to the company; or
• agrees to defer the maturity of an existing claim against the company,

where the credit has a permanent character.

The company remains obliged to repay equivalent value.

This means a suprimento is debt owed by the company to the shareholder.

It is not automatically an equity contribution.

What does "permanent character" mean?

The shareholder financing must have a sufficient element of permanence.

Portuguese law gives specific indicators.

One is an agreed repayment term longer than one year.

Another is the shareholder not exercising the right to demand repayment for one year after the claim arises.

That can apply even where:

• no repayment term was agreed; or
• the original repayment term was shorter.

So legal classification can depend on what actually happens after the money is advanced, not only on the label in the bank transfer.

Can unpaid dividends become suprimentos?

Potentially.

Article 243 contains a rule for distributed profits that a shareholder leaves unpaid or uncollected.

The one-year permanence period for those profits is counted from the shareholder resolution approving the distribution.

A dividend left inside the company can therefore move into a different legal analysis over time.

Do not simply keep recording money as "dividend payable" indefinitely without checking the company-law and accounting position.

Does a suprimento agreement need a special form?

Article 243 states that the validity of a suprimento contract or shareholder funding advance does not depend on a special legal form.

That does not mean documentation is unnecessary.

A written agreement is normally sensible because it can identify:

• amount;
• date;
• purpose;
• interest if any;
• repayment term;
• subordination or other agreed terms;
• relationship with other shareholder funding.

Clear records are especially important where several shareholders fund the company differently.

Is a shareholder resolution always required?

Not necessarily.

Article 244 provides that a company can enter into suprimento agreements without a prior shareholder resolution unless the articles require one.

An obligation to fund can also arise from:

• the articles of association; or
• a shareholder resolution accepted by the shareholders who assume the obligation.

Read the articles before deciding what corporate approval is needed.

Suprimento versus capital increase

A shareholder loan and a capital increase have different effects.

Shareholder loan

The company has a debt to the shareholder.

The shareholder expects repayment subject to the legal and contractual rules.

Capital increase

The money becomes equity contributed to share capital under the approved capital-increase structure.

It changes the company's registered capital and can change ownership percentages.

A company that needs temporary financing may prefer debt.

A company that needs permanent balance-sheet strengthening or a new investor may prefer equity.

The commercial objective should drive the structure.

Suprimento versus ordinary short-term advance

Not every shareholder advance necessarily has the permanent character needed for suprimento classification.

A genuinely short-term reimbursement item can be legally different.

Look at:

• intended repayment;
• actual repayment behaviour;
• accounting treatment;
• documentation;
• company circumstances.

Do not use the word suprimento automatically for every transfer from founder to company.

What if no repayment date was agreed?

Article 245 contains a specific rule.

Where no repayment term is set, the repayment date can ultimately be fixed under the applicable Civil Code mechanism.

In doing so, the court must consider the consequences repayment would have for the company.

The court can, for example, order repayment in instalments.

So "no date in the agreement" does not necessarily mean "repay immediately whenever the shareholder asks".

Can the shareholder demand repayment while the company is struggling?

Company financial condition matters.

The suprimento regime is designed partly around the fact that the shareholder is financing their own company on a permanent basis.

A repayment demand should therefore be reviewed together with:

• agreed term;
• company liquidity;
• creditor position;
• insolvency risk;
• other shareholder funding.

Do not extract shareholder funding in a way that creates a separate director or creditor-protection problem.

What happens in dissolution?

Suprimentos become particularly important if the company is dissolved.

Article 245 places shareholder suprimento claims behind third-party company debts under the statutory framework.

The shareholder cannot be paid out of the liquidation estate before third-party creditors have been fully satisfied.

This is one of the main differences between being an outside lender and financing your own company through suprimentos.

What happens in insolvency?

The same creditor-protection logic becomes important in insolvency.

A shareholder-lender should not assume that the claim ranks like ordinary third-party commercial debt.

Portuguese company law also places restrictions on:

• set-off involving suprimento claims;
• security granted by the company for repayment.

If insolvency is a realistic risk, the position should be reviewed before repayment or security is arranged.

Can the company give a mortgage or other security for a suprimento?

Article 245 contains a strong restriction.

Real security granted by the company for obligations to repay suprimentos is null under the statutory regime.

This matters where a founder tries to secure a shareholder loan against company property.

Do not structure shareholder financing using ordinary third-party lending assumptions without checking this rule.

Can suprimentos carry interest?

Company law does not mean every shareholder loan must be interest-free.

The commercial and tax structure of interest needs separate review.

Document:

• whether interest applies;
• rate;
• accrual;
• payment date;
• accounting/tax treatment.

Do not invent a rate after the money has already been transferred.

Multiple shareholders funding unequally

Founder funding can create conflict where shareholders contribute different amounts.

Questions can include:

• whether funding is debt or equity;
• whether everyone was obliged to fund;
• repayment priority between shareholder loans;
• interest;
• whether one shareholder can convert debt to equity;
• dilution through a later capital increase.

A shareholder agreement can address these issues before the company needs emergency financing.

Can suprimentos be converted into share capital?

Potentially.

A company can use a capital-increase structure to convert eligible shareholder funding into equity, subject to the applicable legal, accounting and registration requirements.

That is a separate corporate act.

The loan does not become share capital automatically because the shareholder decides it should.

Shareholder loan in a dispute

In a shareholder dispute, suprimentos can become a major source of leverage.

One founder may be both:

• shareholder; and
• creditor of the company.

Before negotiating an exit, map:

• quota value;
• shareholder-loan balance;
• interest;
• maturity;
• repayment restrictions;
• guarantees;
• company liquidity.

A quota sale does not automatically settle a separate shareholder loan.

The purchase agreement needs to say what happens to the debt.

A practical shareholder-funding checklist

1. Define the purpose

Temporary funding or permanent equity?

2. Read the articles

Do they regulate shareholder funding or require approval?

3. Document the amount

Avoid informal founder transfers.

4. Set repayment and interest terms

Where commercially appropriate.

5. Record the accounting treatment

Debt and equity must not be confused.

6. Monitor the permanence rules

Classification can evolve over time.

7. Check repayment against company solvency

Especially before paying insiders.

8. Coordinate any exit or quota sale

Deal separately with the debt.

Common mistakes

Calling every founder payment a suprimento

The statutory permanence concept matters.

Treating the loan as share capital

It remains debt unless lawfully converted.

Assuming no repayment date means immediate repayment on demand

Article 245 contains a specific judicial timing mechanism.

Securing the loan against company property without checking the Companies Code

The suprimento regime restricts real security.

Selling the quota but forgetting the shareholder loan

The ownership exit and creditor position are separate.

Frequently asked questions

Is a suprimento the same as share capital?

No. It is generally a company debt owed to the shareholder.

Does it need a notarised agreement?

The Companies Code does not make validity depend on a special form, but written documentation is strongly advisable.

Can I demand repayment whenever I want?

That depends on the agreed term and the Article 245 framework.

Do shareholders get paid before outside creditors in liquidation?

No. The suprimento regime places repayment after full satisfaction of third-party company debts.

Can a shareholder loan be converted to equity?

Potentially through a separate capital-increase procedure.

Does selling my quota transfer the loan automatically?

Not necessarily. The debt position must be addressed separately.

Are you funding a Portuguese company as a shareholder?

Send us the articles, funding history, accounts and proposed repayment or investment terms.

Our lawyers can identify whether the funding falls within the suprimento regime, prepare the agreement and coordinate repayment, conversion or shareholder-exit documentation.