Authorizes The Government To Legislate On The Reduction Of The Share Capital Of Commercial Companies, Eliminating The Mandatory Judicial Intervention, While Integrated Measure Of Simplification Initiatives And Elimination Of Notarial Acts And Procedure...

Original Language Title: Autoriza o Governo a legislar sobre a redução do capital social de sociedades comerciais, eliminando a intervenção judicial obrigatória, enquanto medida integrada nas iniciativas de simplificação e eliminação de actos e procedimentos notariais e resgistra

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Read the untranslated law here: http://app.parlamento.pt/webutils/docs/doc.pdf?path=6148523063446f764c3246795a5868774d546f334e7a67774c336470626d6c7561574e7059585270646d467a4c316776644756346447397a4c334277624459774c5667755a47396a&fich=ppl60-X.doc&Inline=false

1 PROPOSAL of law No. 60/X explanatory memorandum this proposal for legislative authorization Act aims to contribute to the implementation of the program of the XVII constitutional Government in the area of Justice, putting the industry at the service of citizens and businesses, economic development and the promotion of investment in Portugal. Indeed, the program of the XVII constitutional Government states that ' citizens and businesses cannot be burdened with bureaucratic constraints that add nothing to the quality of service», even if ' interest all citizens and companies, will be simplified the administrative checks, by eliminating the registral notarial acts and practices and as you don't mind an added value and make the life of citizens and the company (as with the systematic duplication of notarial and controls registral).» For this reason and in order to meet this commitment, the XVII constitutional Government approved a set of very important measures like the Elimination of compulsory conclusion of public deeds in life companies, the Elimination of the requirement for existence and legalization of commercial bookkeeping books of companies adopting simpler modalities of dissolution of business entities , including the possibility of ' dissolution and liquidation of commercial companies» and administrative dissolution and liquidation, running with the registrars of commercial register. Also approved the degrees required for the creation of a simple and inexpensive system of merger and Division of companies, to extend skills for face-to-face authentication and recognition of documents by lawyers, solicitors, chambers of Commerce and industry and protective measures and the elimination and simplification of registration, and even the end of the territorial jurisdiction of the protective measures of commercial register. This proposal of law legislative authorization complete this set of measures, enabling the Elimination of mandatory judicial intervention for the reduction of the share capital of commercial companies. Indeed, and despite the reduction of the share capital have been simplified through the Elimination of public deed at the notary office, remains the obligation of the Court to which such intervention 2 pretension can consummate, what makes the process slow and unnecessarily complex. This proposed legislative authorization Act pursues the same aims and purposes of national and collective interest, that the remaining measures already adopted in the field of elimination and simplification of documents and notarial registral sought. This is to promote the economic development and the creation of an environment more conducive to innovation and investment in Portugal, always with the guarantee of legal certainty and protection of the legality of the measures taken. The necessary steps were promoted to the Supreme Judicial Council, the Board of Governors of the Administrative and fiscal Courts, the Superior Council of the Public Ministry, the Bar Association, the Chamber of bailiffs of the Instituto António Sérgio Cooperative Sector and the Council of officers of Justice.

So: under d) of paragraph 1 of article 197 of the Constitution, the Government presents to the Assembly of the Republic the following proposal of law: Article 1 subject-matter, purpose and extent of legislative authorization 1-the Government is authorized to change the system of reduction of the share capital of commercial entities, namely, commercial companies, civil companies under commercial form, cooperatives and limited liability individual establishments. 2-the direction and extent of legislative authorization granted in paragraph 1 are the following: a) Elimination of mandatory judicial intervention for the reduction of the share capital of commercial entities; (b) Assignment to the Office of registration) the skills necessary to enjoy the opposition of shareholders or creditors to the reduction of the share capital, always with the guarantee of judicial review of decisions; c) determination of the competent court for judicial review of the acts committed, in accordance with the preceding paragraph.

3 article 2 duration of legislative authorization to present legislative authorization Act lasts for 180 days.

Seen and approved by the Council of Ministers of 23 February 2006.

The Prime Minister, the Minister of Parliamentary Affairs Minister Presidency 4


This Decree-Law aims to contribute to the implementation of the program of the XVII constitutional Government in the area of Justice, putting the industry at the service of citizens and businesses, economic development and the promotion of investment in Portugal. Indeed, the program of the XVII constitutional Government states that ' citizens and businesses cannot be burdened with bureaucratic constraints that add nothing to the quality of service», even if ' interest all citizens and companies, will be simplified the administrative checks, by eliminating the registral notarial acts and practices and as you don't mind an added value and make the life of citizens and the company (as with the systematic duplication of notarial and controls registral).» For this reason and in order to meet this commitment, the XVII constitutional Government has already approved a set of very important measures like the Elimination of compulsory conclusion of public deeds in life companies, the Elimination of the requirement for existence and legalization of commercial bookkeeping books of companies adopting simpler modalities of dissolution of business entities , including a possibility of ' dissolution and liquidation of commercial companies» and administrative dissolution and liquidation, running with the registrars of commercial register. And also approved the degrees required for the creation of a simple and inexpensive system of merger and Division of companies, to extend skills for face-to-face authentication and recognition of documents by lawyers, solicitors, chambers of Commerce and industry and protective measures and the elimination and simplification of registration, and even the end of the territorial jurisdiction of the protective measures of commercial register. Complete now this set of measures, enabling the Elimination of mandatory judicial intervention for the reduction of the share capital of commercial companies. Indeed, and despite the reduction of the share capital have been simplified through the Elimination of public deed at the notary office, remains the mandatory intervention of the Court to which such pretense can consummate, what makes the process slow and unnecessarily complex. Because it is matter of competence on the Assembly of the Republic was adopted its legislative authorization Act, that this Decree-Law performs. This legislation pursues the same aims and purposes of national and collective interest, that the remaining measures already adopted in the field of elimination and simplification of registral acts 5 and notarized sought. This is to promote the economic development and the creation of an environment more conducive to innovation and investment in Portugal, always with the guarantee of legal certainty and protection of the legality of the measures taken. The necessary steps were promoted to the Supreme Judicial Council, the Board of Governors of the Administrative and fiscal Courts, the Superior Council of the Public Ministry, the Bar Association, the Chamber of bailiffs of the Instituto António Sérgio Cooperative Sector and the Council of officers of Justice.

So: when using the legislative authorisation granted by article 1 of law No........., and in accordance with point (b)) of paragraph 1 of article 198 of the Constitution, the Government decrees the following: article 1 amendment to the commercial companies code articles 95 and 96 of the commercial companies code, approved by Decree-Law No. 262/86, of 2 September , as amended by decree-laws Nos. 184/87 of 21 April, 280/87, of July 8, 229-B/88, of 4 July, 418/89, of 30 November, 142-A/91, of 10 April, 238/91, of 2 July, 225/92, of 21 October, 20/93, of 26 January, 261/95, of October 3 , 328/95, of December 9, 257/96, of 31 December, 343/98, of November 6, 486/99, of 13 November, 36/2000, of 14 March, 2001, 237/August 30, 162/2002, of 11 July, 107/2003, of 4 June, 88/2004, of 19/20 April 2005, from 35/18 January 2005 , Feb 17, 111/2005, of 8 July, and are replaced by the following:% quot% article 95 Decision of reduction in capital 1-capital reduction may not be deliberate if the net situation of the society not be exceed the new capital by at least 20%. 2-is allowed to decide reducing the capital to an amount less than the minimum established in this law for the respective type of society if such a reduction be expressly subject to the increase in gross capital 6 to amount equal or higher than that minimum, to be held in 60 days following that decision. 3-the provisions of this law on minimum capital shall not prevent the resolution of reduction is valid if, at the same time, is the deliberate transformation of society for a guy who can legally have a reduced amount of capital. 4-the reduction of capital does not relieve the partners of their obligations to release of capital.

Trusteeship article96 creditors 1-without prejudice to the provisions of the following paragraph, a creditor can social, until 30 days after the publication of the registration, apply to the competent registration office that the distribution of available reserves or profits of exercise is prohibited or restricted, for a period to be fixed, unless the applicant is satisfied If it is required, or adequately guaranteed, in all other cases. 2 – the Faculty conferred to creditors in the preceding paragraph may only be exercised if these have prompted the company to credit your satisfaction or the provision of appropriate collateral, in 15 days, without that your request has been granted. 3 – Before the expiry of the period granted to creditors in the preceding paragraphs, can't make the society mentioned therein, for distributions the same ban from the knowledge society of the application of any creditor.»

Article 2 amendment to Commercial registration code


Articles 3 of the commercial registry Code, approved by Decree-Law No. 403/86, of December 3, as amended by decree-laws Nos. 7/88, of 15 January, 349/89, of 13 October, 238/91, of 2 July, 31/93, of 12 February, 267/93, of 31 July, 216/94, of August 20 , 328/95, of December 9, 257/96, of 31 December, 368/98, of 23 November, 172/99, of 20 may, 198/99, of july 8 June, 375-A/99, of 20 September, 410/99, of October 15, 533/99, of December 11, 273/2001, October 13, 2001, 323/December 17 , 107/2003, of 4 June, 53/2004, of March 18, 70/2004, of March 25, 2/2005, de 4, 35/2005, February 17, 2005, 111/July 8, and is replaced by the following: ' article 3 [...]

1 – are subject to registration the following facts relating to commercial companies and civil societies under commercial form: a) [...]; b) […]; c) […]; d) […]; e) […]; f) […]; g) […]; h) […]; i) […]; j) […]; l) […]; m) […]; n) […]; o) […]; p) the draft terms of merger and Division of companies; q) […]; r) […]; s) […]; t) […]; u) […]; v) […]; x) […]; z) […]. 2 – […]. 8 3 – […].»

Article 3 amendment to the code of Civil procedure article 1487.º of the code of Civil procedure, approved by Decree-Law No. 44129, of 28 December 1961, as amended by decree-laws Nos 47690, of 11 May 1967, and 323/70, of 11 of July, by ministerial order No. 439/74, of 10 July, by Decree-Law No 261/75 , may 27, 165/76, March 1, 201/76, of 19 March, 366/76, of May 5, 605/76, of 24 July, 738/76, of 16 October, 368/77, September 3, and 533/77, of 30 December, by law No. 21/78, of 3 may, by Decree-Law No 513-X/79 , Dec 27, 207/80, of 1 July, 457/80, of 10 October, 400/82, of 23 September, 242/85, of 9 July, 381-A/85, of 28 September, and 177/86, of 2 July, by law No. 31/86, of 29 August, by the decree-laws Nos 92/88 of 17 March , 321-B/90 of 15 October, 211/91, of July 14, 132/93, of April 23, 227/94, of September 8, 39/95, of 15 February, 329-A/95 of 12 December, 180/96, of 25 September, 375-A/99, of 20 September, and 183/2000, 10 of August, by law No. 30-D/2000 , of 20 December, by decree-laws No. 272/2001, of 13 October, and 323/2001, of 17 December, by Act No. 13/2002, of February 19, and by Decree-Law No 38/2003, 8 March 199/2003, of 10 September 2003, 324/27 December and by law, shall be replaced by the following : ' article 1487.º Opposition to the reduction in capital partner 1 – 30 days following the publication of the registration of the reduction of capital, can any dissenting partner objecting to the reduction. 2-if it is admitted, some opposition is notified to respond. '

Article 4 amendments to the regime of individual limited liability company establishment article 20 the individual establishment of limited liability company 9 approved by Decree-Law No. 248/86, of 25 August, as amended by decree-laws Nos. 343/98, of November 6, 36/2000, of 14 March, and is replaced by the following:% quot% article 19 1 capital reduction – After the capital reduction , the net of the establishment must exceed the new capital by at least 20%. 2 – If the capital reduction target only the coverage of the losses can be reduced to an amount less than the minimum laid down in article 3, not producing the effects while reduction is not carried out a capital increase to raise to the minimum required. 3-Notwithstanding the provisions of the following paragraph, any creditor of the individual establishment of limited liability company can, until 30 days after the publication of the registration, request the competent Registry Office for registration that is sealed to the holder any money from the establishment from the reduction, or title of reserves available or profits, for a period to be fixed, unless the applicant is satisfied If it is required, or adequately guaranteed, in all other cases. 4 – the Faculty conferred to creditors in the preceding paragraph may only be exercised if these have prompted the establishment of credit your satisfaction or the provision of appropriate collateral, in 15 days, without that your request has been granted. 5-the owner of the establishment is subject to the prohibition referred to in paragraph 3 from the day it becomes aware that any lender required there Providence indicated.»

Article 5 administrative procedure 1 capital reduction – Any social creditor wishing to prevent the distribution of available reserves or profits for the year, must apply to the competent registry office in 30 days following the publication of the registration of the reduction of capital, which determine the prohibition or restriction of those 10 distributions by society, during a period to be fixed, unless your credit is satisfied If it is required, or adequately guaranteed, in all other cases. 2-for the purposes of the preceding paragraph, the creditor must prove the existence of your credit and you requested to society the satisfaction of this or the provision of appropriate collateral, in 15 days, without that your request has been granted. 3 – the conservative decision is notified to the applicant and to society and, in case of acceptance, shall, ex officio, the record of this. 4-without prejudice to the provisions of the following paragraph, the conservative decision is reviewable pursuant to articles 101 et seq. of the commercial code. 5 – judicial review of the decision of refusal has suspensive effect. 6-In case of non-compliance, on the part of society, the decision of the conservative, all their managers respond, jointly and unlimitedly, for the credit of the applicant.

Article 6 the following shall be repealed: the set Standard) article 1487.º of the Civil Procedure Code, approved by Decree-Law No. 44129, of 28 December 1961; b) article 20 of the regime of limited liability individual establishment, approved by Decree-Law No. 248/86, of 25 August.

Seen and approved by the Council of Ministers the Prime Minister, the Minister of Justice