YEAR 2018 N.º 3
Manuel Tomás Alexandre Diogo Tchakamba
Removal/dismissal without (fair) cause; compensation; directors; companies; Angolan legal system.
This paper discusses the problem of the removal without fair cause of directors of companies, in the light of the Angolan legal system. Aiming to strengthen the study, the subject-matter is approached from a comparative law perspective, taking particularly into account Portuguese-speaking legal systems, amongst others, widely considered to be relevant in European law. In conclusion, with the exception of the German legal system, for the joint-stock companies, and some state systems under the US law, the removal without fair cause is the general rule. That is, the shareholders can remove any director, at any time, notwithstanding any reason, though such removal is due to compensation to the removed directors, for the damages they may have suffered. Regarding the amount of the compensation, the laws diverge, inasmuch as for some, such as the French, the amount must be contractually determined (in the articles of association or in the management contract) and for others, such as the East Timorese, the compensation is legally established and amounts to the sum of the monthly remuneration earned during two financial years. According to the Angolan legal system, in which the rule was established only for limited companies, in article 290, the Commercial Companies Law provides for a compensation of six months, when the director is appointed for an indefinite period, and when the director is appointed for a fixed period, the compensation equals the remuneration that the director would have receive if he had remained in office until the end of the term.