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PROPOSED LAW NO. 111 /X

Exhibition of Motives

This proposed Act aims to contribute to the realization of the XVII Programme

Constitutional government in the area of Justice, putting this sector at the service of the

citizens and businesses, economic development and promotion of the

investment in Portugal.

In effect, the Programme of the XVII Constitutional Government provides that " the citizens and the

companies cannot be burdensome with bureaucratic impositions that nothing add to

to the quality of the service ", determining yet that" in the joint interest of citizens and

of the companies, the administrative nature controls will be simplified, eliminating-

if registrations and notarial acts and practices that do not matter an added value and

hinders the life of the citizen and the company. "

For that reason and for the purpose of meeting that commitment, the XVII Government

Constitutional has already approved a set of major relief measures such as

possibility of use of a modality of constitution of commercial companies

in an immediate way-the "Company at the Time"-, the elimination of the title of registration of

ownership of the car vehicle and the respective booklet, replaced by the document

single car, the elimination of compulsory from the celebration of public scriptures

in the life of companies, the elimination of compulsory existence and legalization

of the books of the mercantile bookkeeping of companies, the adoption of modalities more

simple to dissolve and liquidation of commercial entities, including the possibility of

dissolution and liquidation of commercial societies in an immediate way, the creation of a

simpler and cheaper regime of merger and spin-off of societies, the enlargement of the

competencies for the authentication and presential recognition of documents by

lawyers, solicitors, chambers of commerce and industry and conservatives and the

elimination and simplification of acts of commercial registration, including the

an end to the territorial competence of the commercial register conservatives.

This proposed Act aims, first of all, to create a modality of

immediate constitution of associations with legal personality, thereby continuing to

realizing the purposes of eliminating unnecessary acts and procedures and

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unburdening the citizen of expendable costs and administrative impositions.

Thus, it introduces the possibility of constitution of associations upon listening

single presential in the conservatoria, leaving a public scripture required

for the constitution of an association. Those interested can move on to a

conservatory and, at the same call desk and in the same act, indicate the name

intended, choosing a model of pre-approved statutes. Right away, the

conservatory proceeds to the electronic publication of the constitutive act and the statutes in the

legally foreseen terms for acts of commercial companies.

It further eliminates the various publications of the act of constitution and the statutes of the

association, as well as the correlative deposit in the Civil Government of the district where the

association has its registered office and the officious communication to the Public Prosecutor's Office

court of the comarch of the registered office of the association, without prejudice to the access to information by

each of these entities.

It fosters this form the freedom of association as a fundamental right

constitutionally consecrated, suppressing a set of impositions

unnecessary administrative, without prejudice to the maintenance of security

provided by the control of a public entity and the surveillance exercised in the

general terms by the Public Ministry.

Alongside this special regime of immediate constitution of associations, and in compliance

with the same purposes of rationalization, take advantage to simplify the regime

general constitution of associations.

On the one hand, the possibility of the use of public scripture for the act of

constitution of the association, but it eliminates the need for officiating communication, by

part of the notary, the constitution and the statutes of the association to the Civil Government and to the

Prosecutor's Office, concurrently with the suppression of the need for shipment of a

extract to the official journal for publication and the requirement for publication in one of the papers

more lids from the region.

On the other hand, and in line with the simplification of the regime designed for the

constitution of associations, uniforms the process of publishing the act of

institution and of the statutes of the foundations which, like the succeeding with the

associations, passes to be carried out on the legally provided terms for acts of the

commercial societies.

Finally, the mechanism of the "brand at the time", already introduced for the "Company"

at the time ". The associations constituted through the modality of immediate constitution of

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associations ora created passes to be able to choose, at the time of the constitution of the association,

by a pre-approved and pre-registered trademark on behalf of the State, identical to the

chosen denomination.

The necessary representations were promoted to the hearing of the Higher Council of the

Prosecutor's Office, of the Order of Lawyers, of the House of Solicitors and the Order

of the Notaries.

The National Data Protection Commission was heard.

Thus:

Under the terms of the paragraph d) of Article 197 (1) of the Constitution, the Government presents to the

Assembly of the Republic the following proposal for a law:

CHAPTER I

Special arrangements for the immediate constitution of associations

Article 1.

Subject

1-A special arrangements for the immediate constitution of associations with

legal personality, with or without the concurrent acquisition, by the associations, of

registered trademark.

2-The special arrangements for the immediate constitution of associations shall not apply to the

political parties, religious legal persons, socio-professional associations

of servicemen and security forces officers, the employers ' associations, the

trade union associations, the commissions of workers and the humanitarian associations of

firefighters.

3-The present special scheme shall not also apply to the associations whose

interested in their constitution running for social heritage with goods

real estate.

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Article 2.

Assumptions of application

They are premised on the application of the scheme provided for in this Law:

a) The option by a denomination consisting of fantasy expression

previously created and reserved in favour of the State, associated or not the acquisition

of a mark previously registered in favour of the State, or the submission of

certificate of admissibility of denomination issued by the National Register

of Collective People (RNPC); and,

b) The option by model statutes approved by deliberation of the board

director of the Institute of Registries and Notariat, I. P., provided that the same is

adept at the end of the association that is intended to constitute.

Article 3.

Competence

The scheme referred to in Article 1 (1) is the competence of the Conservatives and of

other services provided for in portaria of the Government member responsible for the area of

Justice, regardless of the location of the seat of the association to be constituted.

Article 4.

Term of tramway

The services referred to in the preceding article shall initiate and complete the tramway of the

procedure on the same day, in single presential care.

Article 5.

Start of procedure

Those interested in the constitution of the association shall formulate their application with the service

competent, manifesting its option by the denomination or denomination and brand, and

by the model of statutes, pursuant to Rule 2.

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Article 6.

Documents to be submitted

1-For the purpose of the constitution of the association, those interested should present the

supporting documents of their identity, capacity and powers of representation

for the act.

2-Interested parties may proceed to the immediate delivery of the declaration of commencement of

activity for tax purposes or the indication of the data permitting it to be delivered

by electronic means.

3-In case they do not proceed to the delivery of the document referred to in the preceding paragraph or to the

indication of the data allowing for its delivery by electronic means, those interested

are cautioned that they must do so in the competent department, within the legally

fixed for the purpose.

Article 7.

Sequence of the procedure

1-Carried Out the initial verification of identity, capacity and powers of

representation of those interested for the act, as well as the regularity of the

documents submitted, the competent department carries out the following acts, by the

order indicated:

a) Collection of charges that show due;

b) Assignment, by computer and in favour of the association to be constituted, of the

chosen denomination or the denomination and brand chosen and the number of

identification of legal person (NIPC) associated with the denomination, in cases

provided for in the first part of the paragraph a) of Article 2;

c) Filings of the constitutive act and the statutes, by particular document,

according to the model previously chosen, in the terms of the indications of the

interested;

d) A presential recognition of the signatures of the actors in the act, betting

in the constitutive act and the statutes;

e) Enrollment of the fact in the central file of legal persons and coding of the

economic activity (CAE) or, in the case referred to in the final part of the (

a) of Article 2, communication of the titration of the fact to those effects;

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f) Issuance and delivery of the collective person ID card, as well as

communication to those interested in the identification number of the association in the

social security;

g) Where possible, file, in electronic support, with dispensation from your

conservation in physical support, of the constitutive act, of the statutes, of the

supporting documents of the capacity and powers of representation and of

other documents that prove necessary to the instruction of the act;

h) Publication of the constitutive act and the statutes of the association under the terms

legally provided for the acts of commercial companies;

i) Being a case of this, complete of the declaration of commencement of activity, for

mention of the denomination, NIPC and CAE.

2-Acts provided for in the preceding paragraphs may be practiced by the conservative or

by any officer of the records.

Article 8.

Refusal of titration

1-The Conservative or the Registration Officer shall refuse to carry out the act provided for in the

point ( c) of paragraph 1 of the preceding article whenever it checks the existence of omissions,

vices or impairment affecting the formation and externalisation of the will of the

actors in the act or in the documents that should instruct it, as well as in cases

where, in the face of the applicable legal provisions, the act may not be practiced.

2-The Conservative or the Registration Officer shall still refuse to carry out the envisaged act

in the paragraph c) of paragraph 1 of the preceding Article when the act is void, annulable or ineffective.

3-In the event of refusal, if the person concerned declarates, orally or in writing, that he intends

challenge the respective act, the conservative or the registration officer shall wash

dispatch specifying the respective fundamentals.

4-The refusal of titration shall apply to the impugning scheme provided for in Articles 101 and

following of the Code of Commercial Registration.

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Article 9.

Additions to the denomination

1-In cases provided for in the first part of the a) of Article 2, the competent department

must complete the composition of the denomination with the mention of the indicative element

of the associative nature of the entity, as well as with the mention of any

alusive expression to the statutory purposes that the interested parties choose to insert in that.

2-For the purpose of the provisions of the final part of the preceding paragraph, it cannot be accede to

any mention that suggests the assignment of a status dependent on

legal or administrative recognition.

3-The indicative elements of the associative nature that must appear in the

names of the associations to be constituted under the present special scheme are

fixed by deliberation of the governing board of the Office of the Registered and the

Notariat, I. P.

Article 10.

Expiry of the right to the use of the denomination

Failure to complete the procedure within the time frame provided for in Article 4 by fact attributable

to those interested, determines the expiry of the right to the use of the denomination or the

appellation and trademark assigned affection to the association to be constituted, under the terms of paragraph

b) of Article 7 (1), by not conferring the right to the restitution of the charges levied.

Article 11.

Documents to be delivered to the interested

1-Completed the procedure of constitution of the association, the competent service

delivery of immediate to those interested, free of charge:

a) A certificate of the constitutive act and the statutes;

b) The voucher receipt of the payment of the charges due;

c) In cases where with the constitution of the association occurs the concurrent

acquisition of the trademark registration, in addition to the previous documents,

supporting document of such an acquisition, of model approved by the Institute

National of Industrial Property, I. P. (INPI, I. P.).

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2-In the situations referred to in point c) of the previous number, the INPI, I. P., referred,

thereafter, to the association, the title of trademark registration, as well as the receipt

proof of the payment of the fees due by the act of acquisition of the registration of

brand.

Article 12.

Subsequent representations to the conclusion of the procedure

1-Following the conclusion of the association's constitution procedure, the conservatory,

within 24 hours:

a) Remand, where appropriate, the declaration of commencement of activity to the

competent tax office;

b) Makes available to the relevant departments, by computer means, the data

necessary for the purpose of communication of the constitution of the association to

tax administration, of the respective start of business to the Inspectorate-General of the

Work as well as the data necessary for the officiating inscription of the association

in the services of Social Security;

c) Communicates the constitutive act and the statutes of the association, by electronic means,

to the competent entity or service, in the cases of associations whose registration in

entity or service of the Public Administration is mandatory or is

requested by the concerned, when optional;

d) It promotes the remaining representations that come to be fixed by way of

regulatory or protocolar, pursuant to this special scheme.

2-In the same time frame, the service that conducted the procedure shall send the

documents provided for in the paragraph g) from Article 7 (1) to the conservatory of the register

commercial from the area of the association's headquarters.

3-The expected submission in the preceding paragraph only occurs when there are no conditions that

guarantee the file, in electronic support, of those documents.

4-A communication provided for in the letter c) of paragraph 1 constitutes sufficient evidence, for purposes

of the register referred to therein, of the constitutive act, of the statutes and of the admissibility of the

denomination of the association.

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Article 13.

Issuance of certificates

1-The certificates of the constitutive act and statutes of the association may be requested

and issued in any conservatory of the commercial register, as well as in services to

designates by dispatch of the Minister responsible for the area of Justice.

2-For the issuance effect of the certificates provided for in the preceding paragraph, the copy that is

archived in electronic support has the same probative value of the original.

Article 14.

Charges

1-By the procedure of constituting associations regulated in this Law are

due charges concerning:

a) To the emoluments provided for in the Emolument Regulation of the Registries and the

Notariat;

b) To the stamp duty, when due;

c) At the rates set out in the Table of Industrial Property Rates for the

acquisition of the trademark registration, in cases where this fact occurs

simultaneously with the constitution of the association.

2-The State enjoys exemption from the payment of fees due for the practice of acts together

of the INPI, I. P., under this Act.

3-Without prejudice to the provisions of Article 10, no charges shall be incurred by the

refusal of titration, proceeding in such cases to the return of all amounts

collected by the procedure of constituting regulated associations in this diploma.

Article 15.

Scholarship of denominations and marks

1-A fellowship of firms created under the RNPC and reserved in favour of the State in the

terms of Article 15 (1) of the Decree-Law No 111/2005 of July 8, may be

used for the allocation of denominations to the associations to be constituted under the

present law.

2-A Stock of reserved firings and trademarks in favour of the State provided for in paragraph 2

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of Article 15 of the Decree-Law No 111/2005 of July 8 may be used for the

allocation of denominations and marks to the associations to be constituted in the framework of

present law.

3-The provisions of paragraphs 3 a to 7 of Article 15 of the Decree-Law No 111/2005 of July 8 shall be

applicable, with the necessary adaptations, to the denominations and marks affected to the

associations to be constituted in the framework of this Law.

Article 16.

Protocols

Protocols may be concluded between the Institute of Registries and Notariat, I. P., and

other services, bodies or other entities involved in the procedure of

constitution of associations with a view to the definition of the administrative procedures of

data communication.

CHAPTER II

Legislative amendments

Article 17.

Amendment to the Civil Code

Articles 158, 168, 174 and 185 of the Civil Code, approved by the Decree-Law No 47

344, of November 25, 1966, with the amendments introduced by the Decrees-Laws

n. ºs 67/75, February 19, 261/75, May 27, 561/76, July 17, 605/76,

from July 24, 293/77, July 20, 496/77, November 25, 200-C/80, from 24 of

June, 236/80, of July 18, 328/81, of December 4, 262/83, of June 16,

225/84, of July 6, and 190/85, of June 24, by Law No. 46/85 of September 20,

by the Decrees-Leis n. ºs 381-B/85, of September 28, and 379/86, of November 11,

by Law No. 24/89 of August 1 by the Decrees-Leis n. ºs 321-B/90, 15 of

October, 257/91, of July 18, 423/91, of October 30, 185/93, of May 22,

227/94, of September 8, 267/94, of October 25, and 163/95, of July 13, by the Law

n 84/95 of August 31 by the Decrees-Leis n. ºs 329-A/95 of December 12,

14/96, of March 6, 68/96, of May 31, 35/97, of January 31, and 120/98, of 8 of

May, by the Laws n. ºs 21/98, of May 12, and 47/98, of August 10, by the Decree-Law

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n ° 343/98 of November 6 by Law No. 16/2001 of June 22 by the Decrees-

Laws No 272/2001, of October 13, 273/2001, of October 13, 323/2001, of 17 of

December, and 38/2003, of March 8, by Law No. 31/2003, of August 22, by the

Decree-Law No 199/2003 of September 10 and by Law No. 6/2006 of February 27,

shall be replaced by the following:

" Article 158.

[...]

1-The associations constituted by public scripture or by another means

legally admitted, containing the specifications referred to in paragraph 1

of Art. 167, enjoy legal personality.

2-[...].

Article 168.

[...]

1-The act of constitution of the association, the statutes and its amendments

must appear in public deed, without prejudice to the provisions of law

special.

2-The notary, at the expense of the association, immediately promotes the publication

of the constitution and of the statutes, and the changes thereof, in the

legally foreseen terms for acts of commercial companies.

3-[...].

Article 174.

[...]

1-[...].

2-It is waived the dispatch of the postal notice referred to in the preceding paragraph

where the statutes provide for the convening of the general assembly

upon publication of the respective notice in the legally foreseen terms

for acts of commercial companies.

3-[ Previous Article No 2 ].

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4-[ Previous Article No 3 ].

Article 185.

[...]

1-[...].

2-[...].

3-[...].

4-[...].

5-To the act of institution of the foundation, when it consists of public scripture,

as well as, in any case, the statutes and their amendments, shall apply

the provisions of Article 168 (2) and (3) "

Article 18.

Addition to the Civil Code

It is added to Decree-Law No. 47344 of November 25, 1966, with the amendments

introduced by the Decrees-Leis n. ºs 67/75, February 19, 261/75, May 27,

561/76, of July 17, 605/76, of July 24, 293/77, of July 20, 496/77, of 25 of

November, 200-C/80, of June 24, 236/80, of July 18, 328/81, of 4 of

December, 262/83, of June 16, 225/84, of July 6, and 190/85, of June 24,

by Law No. 46/85 of September 20 by the Decrees-Leis n. ºs 381-B/85, 28 of

September, and 379/86, of November 11, by Law No. 24/89, of August 1, by the

Decrees-Leis n. ºs 321-B/90, of October 15, 257/91, July 18, 423/91, 30

of October, 185/93, of May 22, 227/94, of September 8, 267/94, of 25 of

October, and 163/95, of July 13, by Law No. 84/95, of August 31, by the Decrees-

Laws n. 329-A/95, of December 12, 14/96, March 6, 68/96, May 31,

35/97, of January 31, and 120/98, of May 8, by the Laws No 21/98 of May 12, and

47/98, of August 10, by the Decree-Law No. 343/98 of November 6 by the Law n.

16/2001, of June 22, by the Decrees-Leis n. ºs 272/2001 of October 13,

273/2001, of October 13, 323/2001, of December 17, and 38/2003, of March 8,

by Law No. 31/2003 of August 22 by the Decree-Law No. 199/2003 of 10 of

September and by Law No. 6/2006 of February 27, Article 201, with the following

wording:

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" Article 201.

Advertising

Special associations and commissions without legal personality promote

the publication of its constitution, its registered office and its programme in the terms

legally provided for the acts of commercial companies. "

Article 19.

Amendment to Decree-Law No 460/77 of November 7

Article 10 of the Decree-Law No. 460/77 of November 7 is to have the following

wording:

" Article 10.

[...]

[...]:

a) [...];

b) [...];

c) [...];

d) [...];

e) [...];

f) Free publication of the amendments to the bylaws legally

provided for the acts of commercial companies. "

Article 20.

Amendment to Decree-Law No 372/90 of November 27

Article 5 and Article 6 of the Decree-Law No. 372/90 of November 27, with the

changes introduced by Decree-Law No. 80/99 of March 16 and by Law n.

29/2006, of July 4, shall be replaced by the following:

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" Article 5.

[...]

1-[...].

2-[...].

3-The Ministry of Education promotes the respective free publication in the

legally foreseen terms for acts of commercial companies.

Article 6.

Parents ' associations enjoy legal personality from the date of

publication of its statutes in the legally foreseen terms for the acts

of commercial societies. "

Article 21.

Publications and communications

1-The publications of the act of constitution of the association, its statutes and the

respective changes are made free of charge.

2-All legal provisions that provide for the mandatory publication of the act

constitutive and the statutes of the associations and of the respective amendments shall become

construed as respecting the publication of the same facts in the legally

provided for the acts of commercial companies.

3-The services responsible for the publications referred to in the preceding paragraphs

they ensure the electronic communication of the contents of the same for the purpose of

public disclosure in other public access databases, notably on the site

from the Internet of access to electronic publishing of the Journal of the Republic .

Article 22.

Amendment to Decree-Law No 8-B/2002 of January 15

Article 4 of the Decree-Law No 8-B/2002 of January 15, with the amendments

introduced by the Decrees-Leis n. ºs 111/2005, of July 8 and 125/2006, of 29 of

June, it shall be replaced by the following:

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" Article 4.

[...]

1-[...].

2-[...].

3-[...].

4-Consider themselves officiously inscribed on social security the entities

employers set up by the special immediate constitution schemes of

societies and associations and by the special online constitution regime

of societies. "

Article 23.

Amendment to the Emolument Regulation of the Registered and Notarial

Articles 22, 23, 27 and 28 of the Emolument Regulation of the Registered and the

Notariat, approved by the Decree-Law No. 322-A/2001 of December 14, with the

changes introduced by Decree-Law No. 315/2002 of December 27 by the Law No.

32-B/2002, of December 30, and by the Decrees-Leis n. ºs 194/2003 of August 23,

53/2004, of March 18, 199/2004, of August 18, 111/2005, of July 8, 178-

A/2005, of October 28, rectified by the Declaration of Rectification No. 89/2005, of

December 27, 76-A/2006, of March 29, 85/2006, of May 23 and 125/2006, of

June 29 shall be replaced by the following:

" Article 22.

[...]

1-[...].

2-[...].

3-[...].

4-[...].

5-[...].

6-[...].

7-[...].

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8-[...].

9-[...].

10-[...].

11-[...].

12-[...].

13-Certificates, photocopies, written information and certificates:

13.1-[...].

13.2-[...].

13.3-[ Previous Article No 13.4 ].

13.4-[ Previous Article No 13.5 ].

13.4.1-[ Previous Article No 13.5.1 ]

13.4.2-[ Previous Article No 13.5.2 ]

13.4.3-[ Previous Article No 13.5.3 ]

13.4.4-[ Previous Article No 13.5.4 ]

13.5-[ Previous 13.3 ]

13.6-Application and issuance of certif or photocopy of the constitutive act and

of the statutes of association constituted under the scheme of

immediate 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-[...].

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Article 23.

[...]

1-[...].

2-Certificates of admissibility of firm or denomination and certificates

negatives:

2.1-[...].

2.2-[...].

2.3-Invalidation of the issue, renewal and second track of the certificate-

€ 8

2.4-Desistance of the application for issue, renewal and second route of the

certificate-€ 6

2.5-Refusal of issue, renewal and second track of the certificate-€ 8

3-[...].

4-[...].

5-[...].

6-[...].

7-[...].

8-[...].

Article 2 to 7.

1-[...].

2-[...].

3-Special establishment regimes of immediate constitution of societies and associations

and online constitution of societies:

3.1-[...].

3.2-For the practice of acts understood in the special scheme of

immediate constitution of associations-€ 170.

3.3-The emoluments predicted in the previous figures have a value

single and include the cost of mandatory publishing.

3.4-Of the emolument provided for in paragraph 3.1., deducted from the rate due by the

publication referred to in paragraph 3.3, belong two-thirds to the

conservatory of the commercial register and a third to the Register

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National of Collective People (RNPC).

3.5-[ Previous Article No 3.4 ].

3.6-[ Previous Article No 3.5 ].

3.7-The emoluments provided for in paragraphs 3.5 and 3.6 have a unique value

and include the cost of the mandatory publication of the 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 emolument due to the practice of the acts understood in the scheme

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special constitution of students ' associations is

reduced by € 100, not being due to emolument participation by the

said reduction.

21-[ Previous Article No 20 ].

22-[ Previous Article No 21 ].

23-[ Previous Article No 22 ].

24-[ Previous Article No 23 ].

25-[ Previous Article No 24 ].

26-[ Previous Article No 25 ].

27-[ Previous Article No 26 ].

28-[ Previous Article No 27 ]. "

CHAPTER III

Final and transitional provisions

Article 24.

Enrollment of the Associations

The RNPC promotes and organizes the enrollment of the associations by enrolling in the

central file of legal persons.

Article 25.

Transient standard

Until the entry into force of the Organic diploma of the Institute of Records and Notariat, I. P.,

the competences assigned in this Law are exercised by the Directorate General of the

Records and the Notariat.

Article 26.

Abrogation standard

The Decree-Law No. 594/74 of November 7 shall be repealed with the amendments

introduced by Decree-Law No. 71/77 of February 25, and the i) of Article 4-F

of Decree-Law No. 252/92 of November 19, in the wording given by the Decree-Law n.

20

213/2001, of August 2.

Article 27.

Entry into force

1-A This Law shall come into force on the October 31, 2007.

2-The provisions of Articles 3 and 13 as to the issuance of the regulations laid down therein,

comes into force on the day following that of its publication.

Seen and approved in Council of Ministers of December 21, 2006

The Prime Minister

The Minister of the Presidency

The Minister of Parliamentary Affairs