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Articles of Association
The first official document on the construction of railways in Portugal is a charter of 19 April 1845. However, it was the Government of Regeneration, led by Fontes Pereira de Melo in 1852, that resumed the process with the Companhia Central Peninsular dos Caminhos de Ferro em Portugal (Central Peninsular Railway Company of Portugal), which built the first section, opened on 28 October 1856.
Various problems led to the end of that company and the concession being handed over to the Marquis of Salamanca, who founded the Companhia Real dos Caminhos de Ferro Portugueses in June 1860.
CP Comboios de Portugal E.P.E. began as the Royal Portuguese Railway Company, registered at the Lisbon Commercial Registry, in accordance with the Portuguese Commercial Code of 1833, whose articles, approved by the government, govern its organisation and operation, establishing rights, duties and forms of administration. The main aims of the Lisbon-based Royal Company were the construction and operation of the Eastern and Northern lines.
To ensure the proper functioning of the Company, the 1859 Statutes defined the following:
- Formation and purposes of the company, name, headquarters and duration;
- Assignments from the Concessionaire to the Company;
- Share capital, shares and instalments;
- Board of Directors;
- General Shareholders' Meeting;
- Annual accounts, interest, dividends, reserve funds;
- General provisions, amendments to the articles of association, liquidation, disputes.
The 1859 Articles of Association reflect the influence of the founder, José de Salamanca. In addition to being a concessionaire, he was also the Company's contractor. He was responsible for the construction of the railway, the supply of all fixed and movable equipment, the construction of stations, workshops, engineering structures, and everything else necessary.
For an extended period, he held the majority of the capital and the right to appoint the Company's directors.
The Articles also defined the duties of the various governing bodies of the Royal Company. Administration was the responsibility of a collective body, the Board of Directors, composed of 17 members, at least 9 of whom had to be Portuguese or Spanish. The Royal Commissioner, who was a government representative, sat on this Board in an advisory capacity only.
They also recognised the power to create a delegation of the Board in the city of Paris, made up of administrators residing in France or England.
There was a Portuguese preponderance in the administration, exercised by a Council of 30 members, the majority of whom were Portuguese citizens residing in Portugal
The administration consisted of 25 directors, the majority of whom are Portuguese citizens residing in Portugal.
Following the national crisis and the agreement with creditors, the Administration becomes a tripartite body.
The Board of Directors consists of 21 members, with the following composition: 5 representatives of the state; 5 representatives of the shareholders, four of whom are Portuguese and resident in Portugal; and 11 representatives of the bondholders, two of whom are Portuguese and resident in Portugal.
The Company is renamed Companhia dos Caminhos de Ferro Portugueses, Sociedade Anónima de Responsabilidade Lda.
The change in its name had been dragging on since the establishment of the Republic. At its first meeting in October 1910, the Government Committee asked the Minister of Development for instructions on removing the designation "Real", as the administration could not change it because it corresponded to the Company's legal identity.
A board of 11 members managed the Company: seven elected by the General Meeting, three Portuguese and resident in Portugal, and four freely appointed by the government, also Portuguese and resident in Portugal.
The Board of Directors operates in Lisbon but has a delegation in Paris, the Paris Committee, consisting of three directors elected by the General Meeting.
The power of bondholders and the Paris Committee weakens.
The capital of shares and bonds is now expressed in escudos.
A board of seven members manages the Company, all Portuguese citizens and residents in Portugal, four elected by the General Meeting from among the shareholders and three freely appointed by the government
This follows on from Law No. 2008 of 1945, which authorised the government to establish a plan to replace all broad- and narrow-gauge railway concessions with a single concession.
CP became the sole railway concessionaire in Portugal.
CP becomes an exclusively Portuguese company, subject to Portuguese law and courts.
Its governing bodies are: the Board of Directors, the Executive Committee and the General Meeting.
The Board of Directors consists of seven members, all Portuguese citizens and residents of Portugal: four are elected by the General Meeting from among the shareholders, and the government appoints the remaining three.
The government appoints the Chairman of the Board of Directors from among the directors.
The main objectives of the company are the operation of railway lines and branches; the operation of non-rail transport; and the operation of non-transport activities.
Decree-Law No. 104/73 of 13 March revises the concession contract between the state and CP, pursuant to Decree-Law No. 38246 of 9 May 1951. This revision included changes necessary for the company's financial restructuring and the reorganisation of its technical and commercial management.
Resolution No. 3/74 of the Board of Directors, dated 4 September 1974. After consulting the Reorganisation Study Support Committee, the Board decided to restructure the company. The division of administration by departments and the Executive Committee was eliminated. Government and control functions were assigned to the hierarchy, and the company now included Directorates and Support Bodies.
Decree-Law No. 205-B/75 of 16 April, which nationalised the Portuguese Railway Company as of 15 April 1975.
The Portuguese Railway Company is renamed Caminhos de Ferro Portugueses, E.P.
It is a state-owned company with legal personality and administrative, financial and patrimonial autonomy.
The main purpose of CP is the industrial operation of the national railway network, consisting of railway lines and branches, in the public interest.
CP's governing bodies are the General Council, the Management Board – appointed by the cabinet, on the proposal of the Minister of Transport – and the Supervisory Committee.
Following Decree-Law No. 339/91 of 10 September, which opened up the operation of public rail services to private initiative under a concession regime, a sub-concession regime was established for the operation of rail transport on specific lines.
The articles in question were amended and rectified by the following:
- Decree-Law No. 274/98 of 5 September, which established the direct concession regime by the state on the section of the railway line known as the North-South Axis.
- Declaration of Rectification No. 103/92, of 31 July
Decree-Law No. 252/95 of 23 September transposed Council Directive No. 91/440/EEC of 29 July 1991 into national law concerning the rights of access to railway infrastructure provided for therein, fulfilling a new stage in the implementation of the commitment to the European Union for the autonomy and independence of management of companies in the rail transport sector.
It also added the line connecting Lisbon to Setúbal over the 25 de Abril bridge to the CP network.
Approves the legal regime applicable to CP - Comboios de Portugal, E. P. E., which will now operate predominantly under company law.
The company's name is changed to CP — Comboios de Portugal, E. P. E., "in line with its corporate purpose and the corporate purpose of Rede Ferroviária Nacional — REFER, E. P. E., the entity responsible for managing the infrastructure."
It confirms the existence of public service obligations, granting CP the option to sub-concess rail transport services.
It enables the "autonomisation of areas of activity of CP, E. P. E. and provides for the establishment of CP Carga-Logística e Transportes Ferroviários de Mercadorias, S. A."
Amends the legal regime applicable to CP, provided for in Decree-Law No. 137-A/2009 of 12 June, as well as the articles published in Annex 2.
Defines the terms and proceeds with the merger of CP-Comboios de Portugal and EMEF-Empresa de Manutenção de Equipamento Ferroviário, SA.
It also makes the second amendment to Decree-Law No. 137-A/2009 of 12 June, amended by Decree-Law No. 59/2012 of 14 March, which approved the legal regime applicable to CP.
