Social Enterprises and Benefit Corporations in Portugal

Abstract

AbstractThe Portuguese legal system does not provide for the general regime of social enterprises. The legal notion offered by the Public Procurement Code has a sectoral scope, and the Basic Law on Social Economy is ambiguous as to the relationship between social enterprises and social economy. Benefit corporations have no legislative provision in the Portuguese legal order. However, “company” types are endowed with some flexibility. This allows shareholders to adapt the statutes to their business projects within the law’s limits through statutory clauses. Statutory clauses can incorporate the interests of the general community, workers and other stakeholders, translated, for example, into dividend distribution policies or environmentally sustainable practices, gender equality policies or the promotion of social responsibility measures.Although not expressly stated in Portuguese law, the current state of legal doctrine allows us to argue that social enterprises in Portugal are included in the perimeter of social economy entities.The areas of impact measured by B certification seem to be inspired by the experience concerning cooperatives, which combine social and economic aspects. Cooperatives, however, go beyond B-Corp entities. B certification, granted by private entity B-Lab, is not a new legal regime but only a label that distinguishes companies. Some Portuguese companies are B-Lab certified companies.