Set-up of a Branch - Other Relevant Measures of Simplification

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2.4 Other Relevant Measures of Simplification

  

The simplification effort in the early stages of businesses is also complemented by the reduction of administrative burdens on activities subject to licensing or permits.
In this context, Portugal carried out deep reforms.


The permanent commercial registry certificate (certidão permanente), whose updated version is available on-line and may be consulted by inserting the respective access code, contains the registration procedures and the company relevant records.


Upon conclusion of any commercial registration act, a new access code to the permanent commercial registry certificate valid for a 3 months period is made available.


In addition, the permanent certificate is requested through the "Portal da Empresa" website or at the Commercial Registry Office. The permanent comercial registry certificate service has the following cost:

 

·      €25 for 1-year subscription;

·      €40 for 2-years subscription;

·      €60 for 3-years subscription; and

·      €70 for 4-years subscription.

 

The on-line permanent comercial registry certificate has the same legal value as a certificate in paper form.


Licensing and installation procedures were also simplified. The “Zero Licensing” program (Licenciamento Zerohas created (through Decree-Law no. 48/2011, of April 1st) a simplified regime for the installation, modification and closure of commercial establishments of food and beverages, stores, trade in goods, services and storage.


Additionally, the “Industrial Responsible System” (SIR – Sistema da Indústria Responsável) approved by Decree-Law no. 169/2012, of August 1st, consolidates in one sole regime the procedures applicable to (i) access and performance of the industrial activity, (ii) set up and development of “Responsible Enterprise Areas” (ZER, Zonas Empresariais Responsáveis) and (iii) licensing of entities within such scope, setting forth several simplification measures for the industrial licensing, now reinforced with the revision carried out through Decree-Law no. 73/2015, of May 11th. Amongst the approved measures, the reduction and elimination of prior control cases, the reinforcement of a posteriori control measures and the creation of a sole digital title (an instrument that aggregates all licences and authorizations required for the set up and development of an industrial facility) should be highlighted, all of those with the purpose of reducing the terms running as from the market opportunity up until the effective launch of the industrial product.


Together with the SIR revision, Decree-Law no. 75/2015, of May 11th, approves the “Sole Environmental Licensing” (LUA - Licenciamento Único Ambiental), i.e., an instrument allowing the consolidation, in one sole title, of several licensing and prior control proceedings of an environmental nature.


Several other measures were undertaken regarding business management and expansion. Most public services have now adopted on-line services through technological innovation and enhancing cross-departmental exchange of information, which it time and cost saving. For instance, the “Direct Social Security” portal (Segurança Social Direta), that allows the on-line submission of declarations and the obtaining of documents and contribution information, is already one of preferred platforms in the relationship between companies and the Public Administration.

 

Regarding import and export, several procedures are now available on-line, documents and applications in electronic format, mechanisms for communication between information systems that enable the electronic certification of documents (e.g. licenses or certificates). One of the best examples of these measures is the Single Seaport Platform (Janela Única Portuária), a one-stop-shop electronic platform, which allows all entities/agents involved to perform their port operations on-line, no paper required, reducing transit times and customs clearance.


All measures are available at: www.simplex.pt.

 

·        Notify changes to your business

 

Your business will inevitably change and grow over time as you respond to different market opportunities, economic factors and personal issues. For example, changes in your business circumstances may result in a need to change your business structure, business name, or address and contact details.

 

With the entry intoforce of Decree-Law no. 76-A/2006 of March 29th, most of such changes can be implemented through a shareholder’s decision, without being required the execution of a public deed. 

 

·        Change of Business Name, Registered Offices or Activity

 

A new name approval certificate shall be applied with the National Register of Legal Entities. The cost of the relevant certificate is €75.
However, such new name approval certificate is not required for the change of the company’s registered offices in case: (i) the former and the new registered offices are in the same municipality or (ii) the company has a fantasy name (i.e. the company name has no meaning, is an invented name) added or not with a reference to the company’s activity.

 

After the issuance of the new name approval certificate, the shareholders shall approve the change of the business name, registered offices and/or activity (and inherent amendment of the company’s articles of association), and, therefore, the respective minutes shall be submitted to commercial registration. Registration costs shall amount to €200. 

 

·        Change of the Articles of Association:

 

Changes to the articles of association (other than those related to change of the corporate name, registered offices and activity already referred to above) may also operate through a shareholders’ resolution. The relevant minutes shall subsequently be submitted to commercial registration. Registration costs shall amount to €200 (except in case of reduction or increase of share capital in which case it shall amount to €225).


Templates and applications are available on-line at the Institute of Registries and Notaries.


 

 

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