simplification of acts and creation of new procedures in the portuguese commercial registry
TRANSCRIPT
Simplification of Acts and Creation of New Procedures in the Portuguese
Commercial registry
Simplification of Acts and Creation of New Procedures
in the Portuguese Commercial registry
• In order to promote economic development and to stimulate investment in Portugal, several measures were adopted by the Ministry of Justice:
– elimination of administrative burdens in:
• commercial registry and associated notary’s acts• Simplification of procedures • Creation of new procedures
Creation of new
procedures in Commercial
Registry
Creation of new procedures in
Commercial Registry
• New services were created in order to improve productivity and growth
On the Spot Firm On the Spot Branch On the Spot Association
Online Company Online registries Permanent Certificates Online Company Name
at a single counter
at a single site
Services at a single counter in Commercial
Registry
On the spot firm
• With the On the Spot Firm, sole quotaholder companies, public limited companies and private limited companies are created on the spot, at a single place.
Three steps to form the On the Spot Firm
Three steps to form the On the Spot Firm in Register Offices:
• Three steps to form the On the Spot Firm in Register Offices:
1
Choose a company name
2 Perform immediately the registry
3
Choose a model of memorandum and articles of association
Three steps to form the On the Spot Firm
First, the interested parties choose a company name from the list made available by RNPC (the Portuguese Register of Collective Persons) to the State or use instead a certificate of admissibility of the company name previously obtained from the same authority.
Three steps to forming the On the Spot Firm
The chosen company name and the collective person identification number, which is also its taxpayer identification number, are linked, therefore enabling the immediate issuance of the social security number.
Three steps to form the On the Spot Firm
Then, the interested parties choose a model of memorandum and articles of association for the company.
Three steps to formthe On the Spot Firm
Finally, the company is immediately registered in the Commercial Register Office.
On the Spot Firm: a complete service
• Then, everything is dealt with by the Commercial Register Office, immediately delivering:
– the company’s taxpayer identification number;– the social security number;– the company’s memorandum and articles of
association;– the Permanent Certificate access code;– the company’s card.
On the Spot Firm: a complete service
Setting up a business at lower costs
• The On the Spot Firm is cheaper than the traditional methods:
– The formation of an On the Spot Firm costs 360€, publication included (plus stamp duty);
• The formation of an On the Spot Firm, whose purpose is to promote technological innovation, research or development costs only 300€, publication included (plus stamp duty);
• The traditional company formation method had a minimum fee of around 500€ (plus stamp duty).
On the Spot Firm: a complete service
An innovative service: Internet Domain Name Registration for the On the Spot Firm
• With the On the Spot Firm, the automatic domain name registration starts with the chosen company name.
• Thus, the On the Spot Firm may immediately: Use personalised email addresses: e.g.
[email protected] Create a webpage: e.g. www.companyname.pt
On the Spot Firm: a complete service
On the Spot Trademark
• This service allows obtaining a trademark pre-approved and pre-registered for the State, equivalent to the company name chosen from the list of Company names/Trademarks.
• While in the traditional procedure the trademark’s acquisition can take more than 10 months, with the On the Spot Trademark that procedure is immediate.
• The company’s name is now protected in a single moment, as a company name, trademark and Internet domain.
On the Spot Firm: a successful service
Statistics
Since 14th July 2005 - 67.923 on the spot firms were created, in an average time of 34m (88,8 per day)*.
The total value invested in this service is 700.703.722,95 €.
70% of the companies created in Portugal are on the spot firms.
Available in 118 counters.
* In 28th February 2009
On the spot firm
• This service won the first prize of the European Enterprise Awards 2006 in the category “red tape reduction”, an initiative sponsored by the European Commission;
• With the Project “On the Spot Firm”, Portugal was considered a top reformer in business entry in 2005/2006 in the report Doing Business 2007 of the World Bank.
On the Spot Branch
• The On the Spot Branch became available on 17th April 2008.
• Through the On the Spot Branch, foreign companies can create branches in Portugal immediately, in a single day and place, through a procedure very similar to the On the Spot Firm.
On the Spot Branch
Statistics
• Since 17th April 2007 - 86 on the spot branches were created*.
• 46% of the branches created in Portugal are on the spot branches.
• Available in 23 counters.
* In 28th February 2009
On the Spot Association
• The On the Spot Association became available on the 31st October 2007
• Any person can create associations in Portugal immediately, in a single day and place, through a procedure very similar to the On the Spot Firm.
• Like every On the Spot service there is no territorial jurisdiction.
On the Spot Association
Statistics
• Since 31st October 2007 - 1.327 on the spot associations were created*.
• 44% of the associations created in Portugal are on the spot associations .
• Available in 65 counters.
* In 28th February 2009
Special Registry Operations: Single CounterSpecial Registry Operations: Single Counter
Single Counter ensures a special assistance to registry operations:
for public or private collective persons, and
envolving registry acts which due to their number, complexity, nature, relations of dependency or connection, or economic relevance, justify a unitary treatment.
Special Registry Operations: Single CounterSpecial Registry Operations: Single Counter
Examples
Mergers and transfer of assets subject to registry for
incorporating companies or new companies;
Registry of tourist facilities;
Registry acts of certain investment projects supported by
AICEP (Business Development Agency), etc.
Special Registry Operations: ActsSpecial Registry Operations: Acts
With a single request it’s possible to:
Perform different types of registry:
Commercial; Land; Vehicle; Industrial Property.
Use other single counters at a single place:
On the Spot House; On the Spot Firm with possibility of acquiring
simultaneously a registered trademark; On the Spot Branch.
Special Registry Operations: ActsSpecial Registry Operations: Acts
In addition to registry acts and single counter procedures, it is possible to:
Obtain preliminary documents (eg.: certificate of admissibility for company names).
Authentication of private documents, signature recognition and certification of translations.
Promotion and collection of taxes (Municipal Transfer Tax and Stamp duty) over the operation/business performed.
Services at a single site
www.empresaonline.pt
Permanent Certificate
• Since 20th December 2006 a new service is available for companies: the permanent certificate.
• Permanent Certificate includes all the up to date companies’ registered acts, as well as the mention of the pending registries requested at the commercial register office.
• The delivery of the Permanent Certificate access code replaces, for all purposes, the presentation of a paper certificate.
Bilingual registry with a Permanent Certificate in English
• Since 17th April, the Portuguese commercial registry is available in Portuguese and English, through the Permanent Certificate.
• The Permanent Certificate in English:
• has the same legal status as a certificate in Portuguese;• has the same price of a certificate in Portuguese;• is easily obtained as a permanent certificate in
Portuguese: requested and consulted via Internet, in a completely dematerialised way.
Online company
• Since 30th June 2006 it is possible to form commercial companies through the Internet.
• The procedure is very similar to the On the Spot Firm, but performed via Internet, without going to any public service.
• Until February 2009, 4403 companies were created online
• The interested parties must have a digital certificate.
• Choose a company name:• from the pre-approved list; • certificate of admissibility;
– Online company name: Approved names can be consulted online, with an access code, in a procedure very similar to the Permanent Certificate’s.
• the partner(s) personal names, automatically approved;
• propose 9 names subject to approval.
Online company
Online company
• A pre-approved standard memorandum and articles of association can be used, or one made by the interested parties which will be analysed at the register office.
• After entering and validating all the information about the company, an e-mail and an SMS is sent to the interested parties confirming the incorporation request and another one once the incorporation is successfully completed.
Online company
• With this service it is cheaper to form companies:
– Forming an "Online company" costs 180 €, publication included (plus stamp duty) if you choose a model memorandum and articles of association.
– Forming an "Online company“, whose purpose is to promote technological innovation, research or development costs only 120 €, publication included (plus stamp duty).
Online registries
• Since 20th December 2006, it is possible to carry out commercial registries on the internet, without going to the Commercial Register Office, in a totally dematerialised procedure.
• Companies save money by using online commercial registry: the acts are 50 % cheaper.
• Until February 2009, 31261 commercial registry acts were performed online.
Online registries
– Formation;– Amendments to bylaws;– Appointment and termination of appointment of
administration bodies;– Submission of accounts;– Transfer of quota;– Winding-up and termination of liquidation;
Simplified Company Information
• Mandatory submission of annual accounts, statistical and tax information, to be delivered by the companies can now be electronically submitted, at a single moment.
• It is also possible to request an Online Certificate of the company’s accounts
COMPANY / COLLECTIVE
PERSON’S CARD
• Definition and content
– New multiple identification document for collective persons and equivalent entities
– Substitutes the previous cards issued by RNPC and by Revenue Offices
– Contains the company number which corresponds to the taxpayer number (except for traders, sole trader entities with limited liability and entrepreneurs) and the social security number (except for entities not subject to registration at the Social Security)
• LegislationDecree-Law nr 247-B/2008, of 30th DecemberOrdinance nr 4/2009, of 4th JanuaryOrdinance nr 310/2009, of 30th March
Company/Collective Person’s Card
• Company’s Card
– Entities subject to commercial registry, except for Public Interest Collective Entities
– Sole proprietors
• Collective Person’s Card
– Entities registered in the Central File of Collective Persons, not subject to commercial registry (eg: condominiums, Public Administration Bodies, religious collective persons)
– Public Interest Collective Entities
Company/Collective Person’s Card Differences
Company/Collective Person’s Card
E-Card – Paper Card
E-Card
– Free of charge and automatically available upon definitive registry/incorporation registration
– Can’t be requested– Entrepreneurs, Sole Traders
and Sole Trader Entities with Limited Liability upon the request and payment of the paper card
Paper Card
– Available at request and upon payment
– Requested in person or atwww.empresaonline.pt
www.irn.mj.ptwww.irn.mj.pt
– Made available by the register services and free of charge for On the Spot Firms / Associations / Branches and Online Companies with definitive registries
Company/Collective Person’s Card E-Card
Contains information online, permanently updated
Has the same value and purposes as the paper card
Free of charge
Consultable through an access code at www.empresaonline.pt
Company/Collective Person’s Card E-Card
Company/Collective Person’s Card
Paper Card
Cost of the card: 14,00€ per unit
Payment methods:– In person: every payment method is accepted
– Online: Visa/MastercardATM through a reference number payable in point-of-sale terminals
or via homebanking - “Payment of services”
Payment Period: 5 working daysThe card’s request is only received upon payment In case of lack of payment, the card is cancelled
Company/Collective Person’s Card
Paper Card
SICAE
Information System of the Portuguese
Classification of Economic Activities
SICAEWhat is SICAE?
SICAE is a single database which contains information about the Portuguese Statistical Classification codes of Economic Activities (CAE) of companies other entities.
SICAE contains information about the Registration/Collective Person’s number, Name, Main CAE Code and up to 3 secondary CAE codes.
All information can be consulted at SICAE’s website.
SICAE – Consult CAE www.sicae.pt
To consult the CAE code of any entity, simply enter the respective Registration/Collective Person’s number ou name.The information is freely acessible and free of charge
SICAE – Amendments to CAEwww.sicae.pt
Amendments to CAE may be performed at the request of companies:
Online, atwww.portaldasfinancas.gov.pt
In person, in Revenue Offices
SICAE – Amendments to CAE
www.sicae.pt
Amedments to CAE performed by public entities
INE (Statistics Portugal), following statistical operations
DGCI (Tax Directorate-General), following tax inspections
IRN (Portuguese Institute of Registries and Notary), following amendments to the object of collective persons or equivalent entities.
Simplification of Acts and Creation of New Procedures in Portuguese
Commercial registry