Decree-Law No. 2/2022, of 25 May, was recently published, approving the Legal Regime for Credit Securities, with the aim of making Book Four of the Commercial Code autonomous, which dealt with Credit Securities and transforming it in legal terms. Emphasizing that the Legal Regime for Credit Securities enters into force 120 days after its publication.

Therefore, some changes were introduced, such as:

  • Bearer credit securities may be converted into registered securities or on demand, at the bearer's request and expense, however this rule is not applicable in the case of conversion of securities representing shares or bonds.
  • Securities representing shares or bonds cannot be converted into bearer securities, even in cases where the issuer proves its identity and capacity.
  • Securities on demand may be converted into bearer securities, at the request and expense of the interested party, if all those to whom it confers rights, and all those obliged to give their confirmation.
  • The destruction or loss of securities representing shares and bonds can be corrected by reconstructing them from the documents and records existing in the issuing company.

However, due to the fact that the legal regime under analysis aims to automate and transform Book Four of the Commercial Code, it is possible to conclude that a large part of the legal provisions were exported to the new Legal Regime for Credit Securities, which is why the aforementioned diploma does not provide for many changes.

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