Articles of association (pacto social): what they are and what they usually cover
The pacto social (articles of association) is the contract that creates a company and sets its basic rules: name, registered office, object, partners, capital and management. This page explains it in plain language. Drafting it and advising on its terms is for qualified professionals; Foundy guides and refers.
What the pacto social is
The pacto social (also called the company contract, or articles of association) is the document that creates a company and sets the rules by which it operates. It is usually one step in setting up a company, such as a single-member private limited company (sociedade unipessoal por quotas) or a private limited company (Lda).
A sole trader (ENI) has no pacto social, because they do not create a company.
This page is explanatory. It is not legal advice and does not replace the opinion of a qualified professional on your case.
What it usually covers
The exact content depends on the type of company and on the partners' choices. In general, a pacto social covers the following points:
Name: the name of the company.
Registered office: where the company has its official address.
Object: the activity the company will carry out.
Partners: who they are and each one's share.
Share capital: the amount the partners commit to invest and how it is paid in.
Management: who runs the company and how it binds itself to third parties.
Beyond these points, the partners may agree other rules, depending on the case.
Pre-approved model or customised pacto
In broad terms, there are two routes. A pre-approved model is a base text that is already defined, with little room for changes and meant for simpler situations. A customised pacto is drafted for the specific case, for example when there are several partners, or their own rules for decisions or for partners joining and leaving.
Which one makes sense depends on your case. We do not state here the conditions or availability of each option: we explain the differences and guide the choice with you.
Who drafts the pacto social
Drafting a company contract and advising on its terms are, as a rule, acts proper to lawyers and solicitors, without prejudice to the exceptions provided by law. Foundy does not draft your pacto social and does not give you legal advice.
What we do: explain what it is, help you understand what information to gather, guide the decisions you will have to make and refer you to the qualified professional who handles what falls within their competence.
Who does what
On your side
- Tell us what you want: the activity, how many partners and how you picture the management.
- Gather the partners' details and documents.
- Decide with the other partners, if any, and read the text carefully before accepting it.
- Sign or authenticate what you are asked to.
On our side
- Explain what the pacto social is and what it usually covers, in plain language.
- Tell you what information to gather and organise it with you.
- Refer the drafting of the pacto and advice on its terms to qualified professionals.
- Follow the process and clear up whatever you do not understand.
What to know before you contact us
We tell you what we do and what we do not do
We guide and refer. We do not draft your pacto social and we do not give legal or tax advice on this page.
Each act stays with whoever may perform it
What the law reserves to qualified professionals is handled by those with that competence and, as a rule, we tell you who they are.
Your case is the starting point
There is no single answer for everyone. We tell you what applies to your case.
Your data is handled with care
We use the data you give us to reply to your request. Additional consents are separate and optional; only the contact is needed for us to reply to you.
What happens after you contact us
In general terms, the sequence is:
- You tell us your case: what you want and who the partners are.
- We get in touch with you.
- You receive guidance and, where applicable, a proposal suited to your case.