2.4 Other Relevant Simplification Measures
The simplification efforts in the early stages of the life of companies is also complemented by the reduction of administrative costs on economic activities subject to licensing or permits.
In this context, Portugal carried out deep reforms.
The permanent commercial registry certificate (certidão permanente do registo comercial), of which an updated version is available online and may be consulted by inserting the respective access code, contains the record of all registered acts with respect to a company.
Upon conclusion of any commercial registration act, a new access code to the permanent commercial registry certificate valid for a period of 3 months is made available.
In addition, an access code to the permanent certificate may be requested, at all times, through the ePortugal Portal website or at a Commercial Registry Office. The fees for the request of a permanent commercial registry certificate are the following:
n €25 for a 1-year subscription;
n €40 for a 2-year subscription;
n €60 for a 3-year subscription; and
n €70 for a 4-year subscription.
The online permanent commercial 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 Zero”) has created (through Decree-Law no. 10/2015, of 16 January) a simplified framework for the installation, modification and closure of commercial establishments of food and beverages, stores, trade in goods, services and storage.
Additionally, the “Responsible Industry System” (“SIR – Sistema da Indústria Responsável”) approved by Decree-Law no. 169/2012, of 1 August, consolidates under a sole framework the procedures applicable to (i) access and performance of the industrial activity, (ii) setting 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 industrial licensing, now reinforced with the reform carried out by Decree-Law no. 73/2015, of 11 May. 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 setting up and running an industrial facility) should be highlighted, all with the purpose of reducing the period between the market opportunity and the effective launch of the industrial product.
Decree-Law no. 75/2015, of May 11th, which approves the Sole Environmental Licensing (LUA - Licenciamento Único Ambiental), i.e., an instrument allowing the consolidation, in a sole title, of several licensing and prior control proceedings of environmental nature, was approved together with the SIR reform.
Several other measures were adopted 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 is time and cost saving. For instance, the Direct Social Security website (Segurança Social Direta), which allows the on-line submission of statements and obtaining documents and information on contributions, is already one of the preferred platforms in the relationship between companies and the Public Administration.
Regarding imports and exports, several procedures are now available online, as well as 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 online, with no paper required, reducing transit and customs clearance times.
All these measures are available at: www.simplex.pt
n Notification of changes to activity
Your business will inevitably change and grow over time depending on different market opportunities, economic factors or personal aspects. For example, changes in your business circumstances may result in a need to change your business structure, corporate name, registered office or contact details.
With the entry into force of Decree-Law no. 76-A/2006, of 29 March, most of such changes can be implemented through a shareholders’ resolution, without the need for the execution of a public deed.
n Change of Corporate Name, Registered Office or Corporate Purpose
A new corporate name approval certificate must be requested to the National Registry of Legal Entities. The cost of the relevant certificate is €75.
However, such new corporate name approval certificate is not required for the change of the company’s registered office in case: (i) both former and new address are within the same municipality or if (ii) the corporate name is solely made up of a fantasy name (i.e. the corporate name has no meaning, is an invented name), with a reference to the company’s activity added to it or not.
After the issuance of the new corporate name approval certificate, the shareholders shall approve the change of the corporate name, registered office and/or corporate purpose (and inherent amendment to the company’s articles of association), and, subsequently, the respective minutes shall be submitted to commercial registration. Registration costs shall amount to €200.
n Amendment to the Articles of Association
Amendments to the articles of association (other than those related to change of the corporate name, registered office and corporate purpose 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 they shall amount to €225).
Please note that, as of 10 December 2021, amendments to the articles of association of limited liability companies with registered offices in an EU country represented in Portugal through a branch are subject to registration with the Commercial Registry.
Models and forms are available online at the website of the Institute of Registries and Notary services (https://irn.justica.gov.pt/ ).
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