Adopting A Special Procedure Of Immediate Constitution Of Associations And Updates The General Regime Provided For In Civil Code

Original Language Title: Aprova um regime especial de constituição imediata de associações e actualiza o regime geral de constituição previsto no Código Civil

Subscribe to a Global-Regulation Premium Membership Today!

Key Benefits:

Subscribe Now

Read the untranslated law here: http://app.parlamento.pt/webutils/docs/doc.pdf?path=6148523063446f764c3246795a5868774d546f334e7a67774c336470626d6c7561574e7059585270646d467a4c316776644756346447397a4c334277624445784d5331594c6d527659773d3d&fich=ppl111-X.doc&Inline=false

1 PROPOSAL of law No. 111/X explanatory memorandum this proposal of 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 the citizen and of the company.» For this reason and in order to meet this commitment, the XVII constitutional Government has already approved a set of measures of great relief as the possibility of using a form of establishment of commercial companies immediately – the "company time", eliminating the title of the motor vehicle registration and the corresponding registration, replaced by the single document car , 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 and liquidation of commercial entities, including the possibility of dissolution and liquidation of commercial companies immediately, creating a simple and inexpensive system of merger and Division of companies , the extension of powers for the 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 draft law aims, firstly, to create a mode of Constitution of associations with legal personality, while continuing to achieve the purpose of elimination of unnecessary procedures and acts and 2 without the cost and administrative charges citizen expendable. So, introduces the possibility of establishment of associations by attendance in person only in protective measures, leaving a notarial deed is required for the Constitution of an association. Those interested can pass headed to a registry office and, at the same counter and in the same Act, indicate the desired name, choosing a model statute pre-approved. Immediately, the Government proceeds to the electronic publication of the instrument of incorporation and bylaws in accordance with legally prescribed for acts of commercial companies. Eliminates the various publications of the Act of Constitution and bylaws of the Association, as well as the correlative deposit at civilian Government of the district where the Association has your thirst and unofficial communication to the public prosecutor at the Court of the judicial district in which the Association, without prejudice to the access to information by each of these entities. Promoting in this way the freedom of association as a fundamental right constitutionally enshrined, suppressing a series of unnecessary administrative charges, without prejudice to the maintenance of security provided by the control of a public authority and checks in general terms by the Public Ministry. Aware of this special regime for the immediate Constitution of associations, and in accordance with the same purposes of rationalization, takes advantage to simplify the general arrangement of the Constitution of associations. On the one hand, there is the possibility of using a public deed for the Act of Constitution of the Association, but eliminates the need of unofficial communication, by the notary, the Constitution and bylaws of the Association to the civilian Government and to the public prosecutor, in parallel with the abolition of the need for referral of a statement to the Official Gazette for publication and the publication requirement in one of the most read newspapers in the region. On the other hand, and in line with the simplification of the scheme designed for the Constitution of associations, standardizes the process of publication of the notice of institution and the Statute on foundations that, similar to what happens with the associations shall be carried out in accordance with legally prescribed for acts of commercial companies. Finally, adopting the mechanism of «mark», already introduced to the "enterprise". Incorporated associations through the immediate Constitution of mode 3 associations now created shall be able to choose at the time of the Constitution of the Association, for a pre-approved and pre-registered brand on behalf of the State, identical to the name chosen. The necessary steps were promoted to hearing of the High Council of the Public Ministry, the Bar Association, the Chamber of bailiffs and the Chamber of notaries. Was heard the National Commission for Data Protection.

So: under d) of paragraph 1 of article 197 of the Constitution, the Government presents to the Assembly of the Republic the following Bill: chapter I the special immediate Constitution of associations article 1 subject-matter 1-is created a special regime for the immediate Constitution of associations with legal personality, with or without the simultaneous acquisition, by the associations, registered trademark. 2-the special regime for the immediate Constitution of associations does not apply to political parties, the religious authorities, socio-professional associations of military and security forces agents, employers ' associations, trade unions, associations of workers committees and humanitarian associations of firefighters. 3-this special scheme shall also apply to associations whose interested in your Constitution compete for assets with real estate.

4 Article 2 application assumptions Are assumptions for the application of the system provided for in this law: a) the choice of a name consisting of previously created fantasy expression and reserved to the State, associated or not to the acquisition of a trademark previously registered in favour of the State, or the presentation of validation certificate of title issued by the national register of legal persons (RNPC); and (b)) the option for model statutes approved by resolution of the Governing Board of the Institute and notary fees, I. P., since the same suits at the end of the Association to be set up.

Article 3 Competence the regime referred to in paragraph 1 of article 1 is a matter of vital records and other services provided for by Ordinance of the Member of Government responsible for the area of Justice, regardless of the location of the headquarters of the Association constitute.

Article 4 Term of handling the services referred to in the preceding article must start and finish the processing of the procedure on the same day, in face-to-face service only. Article 5 initiation of proceedings The interested in the Constitution of the Association formulate your request the competent service, expressing your option by name or name and brand, and by the articles of Association, article 2 5 article 6 1-documents to be submitted To the effect of the Constitution of the Association, applicants must submit proof of your identity , capacity and powers of representation to the Act. 2-interested parties may proceed to the immediate delivery of the Declaration of commencement of activity tax or the indication of the data that allow your delivery by electronic means. 3-If you do not proceed to delivery of the document referred to in the preceding paragraph or to the indication of the data that allow your delivery by electronic means, those interested are warned that should make the competent service, within legally set for this purpose.

Article 7 following the procedure


1-the initial verification of identity, the capacity and powers of representation of the parties to the Act, as well as the regularity of the documents submitted, the competent authority shall carry out the following actions in the order indicated: the) recovery of charges which may be payable; b) Allocation, by computer transmission and in favour of the Association to establish, of the name or of the name chosen and selected mark and identification number of the legal person (NIPC) associated with the title, in the cases referred to in the first part of subparagraph (a)) of article 2; c) completion of the instrument of incorporation and bylaws, by private document, according to the predetermined model, in accordance with the indications of interested; d) on-site Recognition signatures of players at the time, betting on the instrument of incorporation and statutes; and in the registration file) central legal and codification of economic activity (CAE) or, in the case referred to in the final part of subparagraph (a)) of article 2, communication of the titration of the fact that for those purposes; 6 f) Issuance and delivery of the identification card of legal person, as well as communication to the interested of the identification number of the social security association; g) whenever possible, file, in electronic format, with exemption of your physical support, conservation of the instrument of incorporation, bylaws, supporting documents the capacity and powers of representation and of other documents that are necessary for the instruction of the Act; h) publication of the instrument of incorporation and bylaws of the Association in accordance with legally prescribed for acts of commercial companies; I) where appropriate, completion of the Declaration of commencement of activity, to mention the name, IDENTIFICATION NUMBER and CAE. 2-The conduct referred to in the above can be practiced by conservative or by any officer of the records.

Article 8 Refusal 1 titration-the conservative or the registration officer shall refuse to carry out the Act referred to in point (c)) of paragraph 1 of the preceding article whenever you check for omissions, defects or deficiencies affecting the formation and expression of the will of those involved in the Act or in the documents that are to instruct, as well as in cases where the applicable legal provisions, the Act cannot be practiced. 2-the conservative or the registration officer should still refuse to carry out the Act referred to in point (c)) of paragraph 1 of the preceding article when the Act is void, voidable or ineffective. 3-In case of refusal, if the person concerned declare, orally or in writing, that you want to challenge their act, the conservative or the registration officer must plough order specifying the reasons. 4-the refusal of the regime to challenge laid down in articles 101 et seq. of the commercial code.

7 article 9 additions to title 1-in the cases provided for in the first part of subparagraph (a)) of article 2, the competent authority must complete the composition of the title with the mention of the indicative element associative nature of the entity, as well as with the mention of any expression referring to the statutory purposes interested parties choose to enter that. 2-for the purposes of part end of the preceding paragraph, may not be added any mention to suggest assigning a status dependent on legal or administrative recognition. 3-The indicative elements of associative nature which must bear the names of associations set up under this special regime shall be fixed by resolution of the Governing Board of the Institute and notary fees, I. P.

Article 10 Lapse of the right to use the title the procedure not completed within the time limit laid down in article 4 by fact attributable to interested, determines the expiry of the right to the use of the name or title and brand chosen for the Association to establish, in accordance with point (b)) of paragraph 1 of article 7, not giving the right to the refund of the charges.

Article 11 Documents to be delivered to interested parties 1-completed the procedure of incorporation of the Association, the competent service delivery immediately to interested parties free of charge: a) a certificate of the instrument of incorporation and bylaws; (b)) the receipt certifying payment of charges due; c) in cases where the Constitution of the Association occurs the simultaneous acquisition of the trademark registration, in addition to the previous documents, proof of such acquisition, approved by the National Institute of Industrial property, i. p. (PTO, I. P.). 8 2-in the situations referred to in point (c)) of the preceding paragraph, the INPI, i. p., reference later, the Association, the title of the trademark registration, as well as the receipt as proof of payment of the fees due by the Act of acquisition of the trademark registration.

Article 12 the completion procedure Steps 1-After completion of the procedure of the Constitution of the Association, the Government, within a period of 24 hours: a) Refers, where applicable, a declaration of commencement of activity to the competent tax service; b) Offers competent services by electronic means, the information necessary for the purposes of communication to the Constitution of the Association to the tax authority from its start to the General Inspectorate of labour, as well as the data necessary for the unofficial inscription of the Association Social security services; c) Communicates the instrument of incorporation and the bylaws of the Association by electronic means to the competent service or, in cases of associations which registration in entity or Government service is required or requested by the interested parties, when optional; d) Promotes the remaining steps which may be laid down by regulatory or submit under this special scheme. 2-within the same period, the service that conducted the procedure must send the documents referred to in subparagraph (g)) of paragraph 1 of article 7 to the commercial registry of the headquarters of the Association. 3-the previous paragraph submission only occurs when there are no conditions to ensure the file in electronic format, of those documents. 4-the communication referred to in paragraph c) of paragraph 1 is sufficient proof for the purposes of registration there referred to, of the instrument of incorporation, bylaws and of the admissibility of the name of the Association.

9 Article 13 issuance of birth certificates-certificates 1 of the instrument of incorporation and bylaws of the Association may be requested and issued in any commercial registry, as well as the services to be designated by order of the Minister responsible for the area of Justice. 2-for the purpose of issuing the certificates provided for in the preceding paragraph, the copy of which is filed in electronic format has the same probative value as the original.

Article 14 1-Charges by the Constitution of associations regulated in this law are due charges: the charges set out in) to the fee regulation for registries and Notaries; b) The stamp duty, when due; c) at the rates provided for in the table of fees of Industrial Property to the acquisition of the trademark registration, in cases where this occurs simultaneously with the Constitution of the Association. 2-the State enjoys exemption from the payment of the fees due for the practice of acts by the INPI, i. p., pursuant to this law. 3-Notwithstanding the provisions of article 10, are not due any charge by the refusal of titration, and in these cases the return of all amounts charged by the Constitution of associations regulated in this Decree.

Article 15 names and trademark bag 1-bag of companies created under the RNPC and reserved to the State pursuant to paragraph 1 of article 15 of Decree-Law No. 111/2005, of 8 July, can be used for allocating names constitute associations within the framework of this law. 2-the stock exchange firms and trademarks reserved to the State provided for in paragraph 2 10 article 15 of Decree-Law No. 111/2005, of 8 July, can be used for allocating names and trademarks to constitute associations within the framework of this law. 3-the provisions of paragraphs 3 to 7 of article 15 of Decree-Law No. 111/2005, of 8 July shall apply, mutatis mutandis, to names and brands used to constitute associations within the framework of this law.

Article 16 Protocols protocols may be concluded between the Institute and notary fees, I. P., and other services, bodies or other entities involved in the procedure for the formation of associations with a view to defining the administrative procedures of data communication.

CHAPTER II legislative changes Article 17 amendment to the Civil Code


Articles 158, 168, 174 and 185 of the Civil Code, approved by Decree-Law No. 47 344, of 25 November 1966, as amended by decree-laws Nos. 67/75, of February 19, 261/75, of May 27, 561/76 of 17 July, 605/76, of 24 July, 293/77, of July 20, 496/77 , Nov 25, 200-C/80 of 24 June, 236/80, of 18 July, 328/81 of 4 December, 262/83, of June 16, 225/84, of 6 July, and 190/85 of 24 June, by law No. 46/85, of 20 September, by decree-laws Nos. 381-B/85, of 28 September , and 379/86, of November 11, by law No. 24/89, of 1 August, by Decree-Law No. 321-B/90 s, of October 15, 257/91, of 18 July, 423/91, of 30 October, 185/93, of 22 may, 227/94, of September 8, 267/94, of 25 October, and 163/95, of 13 July , by law No. 84/95, of 31 August, by decree-laws Nos. 329-A/95, of December 12, 14/96, of 6 March, 68/96, of 31 May, 35/97 of 31 January, and 120/98, of 8 may, by laws Nos. 21/98 of 12 may, and 47/98, August 10 , by Decree-Law No. 11/98, 343 of 6 November, by law No. 16/2001, of 22 June, by decree-laws Nos. 272/2001, of 13 October, 273/2001, October 13, 2001, 323/17 December, and 38/2003, 8 March, by law No. 31/2003, of 22 August, by Decree-Law No. 199/2003 of 10 September and by law No. 6/2006 of 27 February, are replaced by the following:% quot% article 158 [...]

1-the associations constituted by public deed or otherwise legally admitted, containing the specifications referred to in paragraph 1 of article 167, enjoy legal personality. 2 - [...].

Article 168 [...]

1-the Act of Constitution of the Association, the statutes and your changes should appear in a public deed, without prejudice to the provisions laid down in law. 2-the notary at the expense of the Association, promotes the publication of Constitution and bylaws, as well as any changes thereof, in accordance with legally prescribed for acts of commercial companies. 3 - [...].

Article 174 [...]

1 - [...]. 2-is dismissed the postal notice shipment referred to in the preceding paragraph where the statutes provide for the convening of the general meeting by means of publication of the respective notice in accordance with legally prescribed for acts of commercial companies. 3-[previous No. 2]. 12 4-[previous paragraph 3].

Article 185 [...]

1 - [...]. 2 - [...]. 3 - [...]. 4 - [...]. 5-The Act of establishment of the Foundation, when the record of a public deed, as well as, in any case, the Statute and its amendments, shall apply the provisions of paragraphs 2 and 3 of article 168» article 18 supplement to the Civil Code is added to the Decree-Law No. 47 344, of 25 November 1966, as amended by decree-laws Nos. 67/75 , Feb 19, 261/75, of May 27, 561/76 of 17 July, 605/76, of 24 July, 293/77, of July 20, 496/77 of 25 November, 200-C/80 of 24 June, 236/80, of 18 July, 328/81 of 4 December, 262/83, of June 16, 225/84 , of 6 July, and 190/85 of 24 June, by law No. 46/85, of 20 September, by decree-laws Nos. 381-B/85, of 28 September, and 379/86, of November 11, by law No. 24/89, of 1 August, by Decree-Law No. 321-B/90 s, of October 15, 257/91, of 18 July , 423/91, of 30 October, 185/93, of 22 may, 227/94, of September 8, 267/94, of 25 October, and 163/95, of 13 July, by law No. 84/95, of 31 August, by decree-laws Nos. 329-A/95, of December 12, 14/96, of 6 March, 68/96, of 31 May , 35/97 of 31 January, and 120/98, of 8 may, by laws Nos. 21/98 of 12 may, and 47/98, of 10 August, by Decree-Law No. 343/98, of 6 November, by law No. 16/2001, of 22 June, by decree-laws Nos. 272/2001, of 13 October, 273/2001, of 13 October , 323/2001, of 17 December, and 38/2003, 8 March, by law No. 31/2003, of 22 August, by Decree-Law No. 199/2003, of 10 September and by law No. 6/2006 of 27 February, the article 201-A, with the following text:% quot% article 13 201-advertising associations and special committees without legal personality promote the publication of your Constitution from your seat and your program in accordance with legally prescribed for acts of commercial companies.»

Article 19 amendment to Decree-Law No. 460/77, of November 7 article 10 of Decree-Law No. 460/77, of November 7 is replaced by the following: ' article 10 [...]

[...]: a) [...]; b) [...]; c) [...]; d) [...]; e) [...]; f) free publication of the amendments of the Statute in accordance with legally prescribed for acts of commercial companies.»

Article 20 amendment to Decree-Law No. 372/90, of 27 November, article 5 and article 6 of Decree-Law No. 372/90, of 27 November, as amended by Decree-Law No. 80/99, of 16 March and by law No. 29/2006, of July 4, shall be replaced by the following: ' article 14 5 [...]

1 - [...]. 2 - [...]. 3-the Ministry of education promotes its free publication in accordance with legally prescribed for acts of commercial companies.

Article 6 The parents ' associations shall enjoy legal personality from the date of publication of the statutes in accordance with legally prescribed for acts of commercial companies.»

Article 21 1 communications and publications-the publications of the Act of Constitution of the Association, its Statute and the relevant changes are made free of charge. 2-All the legal provisions providing for the obligatory publication of the instrument of incorporation and bylaws of associations and their changes are understood as respecting the publication of those facts in accordance with legally prescribed for acts of commercial companies. 3-the services responsible for the publications referred to in the preceding paragraphs shall ensure electronic communication of the contents thereof for the purposes of public disclosure in other publicly accessible databases, in particular in the website access to desktop publishing of the Gazette.

Article 22 amendment to Decree-Law No. 8-B/2002, of January 15 article 4 of Decree-Law No. 8-B/2002, 15 January, as amended by decree-laws Nos. 111/2005, of 8 July and 125/2006, of 29 June, is replaced by the following: ' article 4 15 [...]

1 - [...]. 2 - [...]. 3 - [...]. 4-the following shall be considered as automatically enrolled in social security employers created special regimes immediate Constitution of societies and associations and by the Special Constitution of societies online.»

Article 23 amendment to the fee regulation for registries and Notaries articles 22, 23, 27 and 28 of the fee regulation for registries and Notaries approved by Decree-Law No. 322-A/2001, of 14 December 1998, as amended by Decree-Law No. 315/2002, of 27 of December, by law No. 32-B/2002, of 30 December, and by decree-laws Nos. 194/2003 , 23 August, 53/2004, of March 18, 199/2004, of 18 August, 111/2005, of 8 July, 178-A/2005, of 28 October, corrected by Corrigendum n° 89/2005 of December 27, 76-A/2006, of 29 March, 85/2006, of 23 May and 125/2006, of June 29 shall be replaced by the following : ' article 22 [...]

1 – […]. 2 – […]. 3 – […]. 4 – […]. 5 – […]. 6 – […]. 7 – […]. 16 8-[...]. 9 – […]. 10-[...]. 11-[...]. 12-[...]. 13 – Certificates, copies, written information and certificates: 13.1-[...]. 13.2-[...]. 13.3-[previous paragraph 13.4]. 13.4-[previous paragraph 13.5]. 13.4.1 – [previous paragraph 13.5.1] 13.4.2-[previous paragraph 13.5.2] 13.4.3-[previous paragraph 13.5.3] 13.4.4-[previous paragraph 13.5.4] 13.5-[previous 13.3] 13.6-Request and issue of certificate or photocopy of the instrument of incorporation and bylaws of the association constituted under the Constitution of associations – € 10. 13.7-[previous 13.6]. 13.8-[previous 13.7]. 13.9-[previous 13.8]. 14-[...]. 15-[...]. 16-[...]. 17-[...]. 18-[...]. 19-[...]. 20-[...]. 21-[...]. 22-[...]. 23-[...]. 24-[...]. 25-[...].

17 Article 23 [...]

1 - [...]. 2-certificates of admissibility of business name certificate and negatives: 2.1-[...]. 2.2 - [...]. 2.3-Invalidation of the issuance, renewal and duplicate certificate-€ 8 2.4-Withdrawal of the application for the issuance, renewal and duplicate certificate-€ 6 2.5-refusal to issue, renewal and duplicate certificate-€ 8 3-[...]. 4 - [...]. 5 - [...]. 6 - [...]. 7 - [...]. 8 - [...].

Article 2 7


1 – [...]. 2 – [...]. 3-special schemes for Constitution of societies and associations and societies online Constitution: 3.1-[...]. 3.2-the practice of acts included in the special regime for the immediate Constitution of associations-€ 170. 3.3 the fees set out in-the preceding paragraphs have a single value and include the cost of publication mandatory. 3.4-registration duty provided for in paragraph 3.1., deducted from the fee payable for the publication referred to in paragraph 3.3, two thirds belong to the commercial registry and one third to the 18 National Register of legal persons (RNPC). 3.5-[previous paragraph 3.4]. 3.6-[previous paragraph 3.5]. 3.7 the fees provided for in-paragraphs 3.5 and 3.6 have a single value and include the cost of the compulsory publication of registration. 4 – [...]. 5 - [...]. 6 - [...]. 7 - [...]. 8 – […].

Article 28 [...]

1 - [...]. 2 - [...]. 3 - [...]. 4 - [...]. 5 - [...]. 6 - [...]. 7 - [...]. 8 - [...]. 9 - [...]. 10 - [...]. 11 - [...]. 12 - [...]. 13 - [...]. 14 - [...]. 15 - [...]. 16 - [...]. 17 - [...]. 18 - [...]. 19 - [...]. 20-the tax due for the practice of acts included in the 19 special regime establishment of associations of students is reduced by € 100, participation fees shall be due by this reduction. 21-[previous paragraph 20]. 22-[previous paragraph 21]. 23-[previous paragraph 22]. 24-[previous paragraph 23]. 25-[previous paragraph 24]. 26-[previous paragraph 25]. 27-[previous paragraph 26]. 28-[previous paragraph 27].»

CHAPTER III transitional and final provisions article 24 Register of associations the RNPC promotes and organizes the registration of associations, through your central register of legal persons.

Article 25 Transitional Standard until the entry into force of the organic Institute diploma of registers and Notaries, i. p., the powers conferred in this Act are exercised by the Directorate-General of registers and notaries.

Article 26 Standard set Are revoked Decree-Law No. 594/74 of 7 November, with the amendments introduced by Decree-Law No. 71/77, of 25 February, and (i)) of Article 4bis * (F) of Decree-Law No. 252/92, of 19 November, as amended by Decree-Law No. 20213/2001 of 2 August.

Article 27 entry into force 1-this law shall enter into force on the day 31 of October 2007. 2-the provisions of articles 3 and 13 as the issuing of regulations there, shall enter into force on the day following your publication.

Seen and approved by the Council of Ministers of 21 December 2006 Prime Minister the Minister of Parliamentary Affairs Minister Presidency