Key Benefits:
CHAIR OF THE COUNCIL OF MINISTERS
Proposal for Law No 266 /XII
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Exhibition of Motives
Law No. 2/2013 of January 10 established a new legal regime of creation,
organization and operation of professional public associations.
The new regime sets out rules on the creation, organisation and operation of the
professional public associations and on the access and exercise of regulated professions by
professional public associations, with regard to, specifically, the free provision of
services, to freedom of establishment, to professional internships, to societies of
professionals, the regimes of incompatibilities and impediments, the advertising, well with the
widespread provision of relevant information on practitioners and on the
respects societies regulated by professional public associations.
In accordance with Article 53 of the said law, it becomes necessary not only to appropriate
the statutes of the professional public associations already established to the legal regime in it
statues, but also to approve the remaining legislation applicable to the exercise of those
occupations that is necessary to suit that same regime.
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By the present proposed law, it is therefore carried out in the wake of the work developed by the
Interministerial Working Group constituted by Despacho No. 2657/2013, 8 of
February, published in the Journal of the Republic n. 35, 2 th grade, of February 19, to
establishment of the legal regime of the constitution and operation of the societies of
professionals who are subject to professional public associations, in the sense of
to ensure, in that scope, compliance with the guidelines of Article 27 of the cited Law
n ° 2/2013 of January 10 of the Decree-Law No. 92/2010 of July 26 establishing the
principles and the rules required to simplify the free access and exercise of the activities of
services and transpose Directive No 2006 to /123/CE, of the European Parliament and of the Council,
of December 12, and of Law No. 9/2009 of March 4, as amended by Laws No. 41/2012, of
August 28, and 25/2014, of May 2, which transposed into the internal legal order a
Directive No 2005 /36/CE of the Parliament and of the Council of September 7 on the
recognition of professional qualifications, and Directive No 2006 /100/CE, of the
Council, of November 20, which adapts certain directives in the field of free
movement of persons by virtue of the accession of Bulgaria and Romania.
Thus:
In accordance with Article 53 (5) of Law No 2/2013 of January 10 and of the d ) from the
n Article 197 (1) of the Constitution, the Government presents to the Assembly of the Republic a
the following proposed law:
CHAPTER I
General provisions
Article 1.
Object
This Law establishes the legal regime of the constitution and operation of the societies
of professionals who are subject to professional public associations.
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Article 2.
Scope of application
1-A This Law applies to the societies of professional and equiparing entities
established in national territory, which have per main object the exercise in
common of professional activities organized in a single public association
professional.
2-For the purposes of the preceding paragraph, it is understood by exercise in common of
organized professional activities, the provision of professional services through
collective person constituted under the terms of this Law.
3-A present law applies to the societies of official reviewers of accounts and too many societies
of professionals governed by the law of the European Union, in so far as it does not contravene
legislation that is especially applicable to them.
4-A present law does not apply to collective persons who, not being societies of
professionals or equiped entities, provide professional services through
professionals their partners, administrators, managers or their collaborators.
Article 3.
Definitions
For the purposes of this Law, it is understood by:
a) "Professional capital", the share of the social capital represented by the participations
social of the professional partners;
b) "Establishment", the exercise of a professional activity in the territory of a
State, for indefinite time, in accordance with the following modalities:
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i) "Immediate", the first establishment of a natural person in a
determined State, after acquired, in that or another State, the qualifications
legally required for access to the activity;
ii) "Principal", the establishment in a given State through domicile
or main and effective headquarters of the administration of the activity of the professional,
society of professionals or associative organization of professionals;
iii) "Secondary", the establishment in a particular state through
office, permanent representation or participation in a society of
professionals, under the direction of domicile or registered office in another State;
c) "associative organization of professionals", the entity constituted under the
right from another member state of the European Union or the Economic Area
European for the joint exercise of professional activity;
d) "Society of professionals", the society constituted under the terms of this Law or
of the right of the European Union for the joint exercise of professional activity,
holding contractual and disciplinarily liable for such exercise;
e) "Professional partner", the society partner of professionals who detain
social participations and pay, in that society, the professional services included
in the respected main object; and
f) " Non-professional partner, the society partner of professionals who detain
social stakes, but do not pay, in that society, the professional services
included in the respected main object, yet to so much meet
enabled ".
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Article 4.
Freedom of form and subsidiary law
1-The societies of professionals can be civil societies or assume any form
legal societal legal act admissible under commercial law, save the provisions of the number
next.
2-Societies of professionals may not constitute themselves as societies
unipersonal by quotas or European public limited companies.
3-In what the present law does not dispose of, they shall apply to the companies of professionals
standards of civil law or commercial law, depending on whether it is a society of
professionals in the civil form or from a society of professionals in the form
commercial, respectively.
Article 5.
Legal personality
1-The societies of professionals enjoy legal personality, this being acquired from
starting from the date of the definitive registration of the contract of society in the national register of
collective persons or in the commercial register, whicheter should the case be applicable.
2-With the definitive registration of the contract, the society of professionals assumes the rights and
obligations of the acts practiced in its name in the period between the
celebration of the contract of society and its registration.
3-With the definitive record of the contract, the society of professionals still assumes the
rights and emerging obligations of legal business completed prior to the act of
constitution, provided that it specified and expressly ratified.
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Article 6.
Capacity
1-A The capacity of the society of professionals comprises the rights and obligations
necessary or convenient to the pursuit of your social object and to be compatible
with their nature.
2-Without prejudice to the provisions of the preceding paragraph, the society of professionals can only
initiate the exercise of the professional activity constituting the respective main object
after enrolment in the corresponding professional public association.
CHAPTER II
Social object and composition of the society of professionals
Article 7.
Social object
1-The main object of the companies of professionals consists of the joint exercise of
professional activities organized in a single professional public association.
2-Professional societies may further develop, by secondary title, any
activity, including professional activities organized in public association
professional, provided that the regime of incompatibilities and impediments is observed
applicable.
Article 8.
Partners
1-Professional societies have to have at least two associates
professionals, and may also have, should the contract of society not prohibit it, from
non-professional associates, noted the provisions of paragraphs 2 and 3 of the following article.
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2-Can be professional partners:
a) Natural persons legally established in national territory for the
exercise of the profession in question, regardless of the modality of
establishment concerned;
b) The societies of professionals whose main object consists in the exercise in
common of professional activities organized in the professional public association
the one that is subject to the participating society;
c) The associative organizations of professionals who are equated with professionals subject to
public professional association to which the participating society is subject,
constituted in another member state of the European Union or Space
European Economic for the exercise of the professional activity in question, whose
capital and voting rights would fall majority-duty to the professionals concerned.
3-The capital requirement referred to in para. c ) of the previous number is not applicable in case this
does not have a social capital.
4-A natural person can only be a professional partner of a single society of
professionals whose main object is the exercise of certain professional activity,
and only when it does not participate in another associative organization of professionals
constituted in another Member State for the exercise of the professional activity in question,
as a professional equated to those who characterize the society in which I participate.
5-Whenever the contract of society does not prohibit it, the natural person who is a partner of
a society of professionals may exercise the professional activity in question by title
individual.
6-The equiparation judgment referred to in point (a) c ) of paragraph 2 and paragraph 4 shall be governed by:
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a) As for national member states of the European Union or Space
European Economic Commission, by Article 1 (4) of Law No 9/2009 of March 4,
amended by Laws No 41/2012 of August 28, and 25/2014, of May 2;
b) As for nationals of third countries whose qualifications have been obtained
out of Portugal, by the internationally beholdant reciprocity regime.
7-A professional partner can only participate in the society of professionals if it is not
prevented from carrying out the professional activity in question by judicial or disciplinary decision,
nor does it find itself in a situation of incompatibility or hindrance.
8-The incompatibilities and impediments to the exercise of professional activity
main object of the society of professionals affecting one of its professional associates
determines the incompatibility or impediment of society and the remaining partners
professionals during the same period, except if the one conveying their participation, if
exonerate or be excluded from society.
9-The entities referred to in paragraph 2 may be non-professional partner of companies of
professionals, booking them however vetted the exercise of professional activity
main object of the society of professionals concerned while associates of that same
society.
Article 9.
Social capital, control, administration, mandate and conflicts of interest
1-The social capital of a society of professionals is stipulated by the parties, with
respect for the legislation referred to in Article 4 (3).
2-A majority of the social capital with the right to vote of a society of professionals or the
majority of the voting rights, as applicable, belong to their
professional partners.
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3-At least one of the managers or administrators of the society of professionals, who
perform executive functions, must be legally established in territory
national for the exercise of the profession in question, regardless of the modality of
establishment.
4-A The society of professionals cannot provide services that substantiate, among them,
a conflict of interest situation.
Article 10.
Social participations
1-The shareholdings in professional corporations are mandatorily nominative.
2-The social participations of professional partner may not be held in contitiality.
Article 11.
Entries
1-Are admitted to entries in cash, goods or industry, in the terms set out in the
legislation referred to in Article 4 (3).
2-Industry entries are not computed in the formation of social capital and
be presumed to be equal, unless stipulation contrary to the contract of society.
3-Professional associates stay still obliged, in addition to the respective entries, the
exercise the professional activity that constitutes the main object of the society of
professionals.
Article 12.
Transmission of social shareholdings
1-Industry participations are relatable and extinguish every time the
respect holder leaves, for any reason, to be a partner in society.
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2-Extinguishing the participation, the partner or his heirs are entitled, unless convention
to the contrary, to be received from the society, regarding its participation of industry and in the
proportion of this:
a) An importance corresponding to the share of the social reserves constituted
with reference to the time period in which the partner effectively exerted his
activity in society;
b) An importance corresponding to the profits of the current financial year, in whose
calculation if it includes the value of the services already provided and not yet billed, in the
proportion of the elapsed time of that exercise.
Article 13.
Increase in capital
On capital increases to allow for the entry of professional partner into society or for
increase the social participation of professional partner, there is no right of preference of the
too many non-professional associates.
Article 14.
Acquisition of own shareholdings
1-A The society of professionals may acquire own shareholdings, in so far as the
legislation referred to in Article 4 (3) o allow it, but only up to the limit of 10%,
being considered as social participations of professional partner.
2-A The society of professionals can only hold interests of its own by the maximum period of
one year, owing on this deadline to divest from participation or to amortize it.
3-A own participation of professional capital can only be passed on to partner
professional.
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CHAPTER III
Regime of responsibility
Article 15.
Civil liability
The civil liability of the societies of professionals and associative organizations
referred to in Article 27 shall be governed by the legislation referred to in Article 4 (3).
Article 16.
Right of return
The societies of professionals and the associative organizations referred to in Article 27 have
right of return against the partners, administrators, managers or collaborators
responsible for the acts or omissions culposates civil liability generators of the
society or organization, assuming equal the culpas of the responsible people.
Article 17.
Civil liability insurance
Without prejudice to the provisions of the preceding Articles, the legislation governing activities
professionals organized in professional public association can oblige the societies of
professionals and the associative organizations referred to in Article 27 to cover the risks
inherent in the exercise of the professional activity of its associates, administrators, managers
or collaborators.
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Article 18.
Disciplinary responsibility
1-The companies of professionals and the associative organizations referred to in Article 27.
respond, while members, disciplinarily before the public association
professional in which they are registered, pursuant to the legislation governing the activity
in cause.
2-The entities referred to in the preceding paragraph shall be responsible for the disciplinary infractions
when committed:
a) In their name and in the collective interest, by people who occupy a position
of leadership, in fact or in law; or
b) By whom to act under the authority of the persons referred to in the preceding paragraph by virtue
of a violation of the duties of surveillance or monitoring of them.
3-A disciplinary responsibility of the societies of professionals and organizations
associatives referred to in Article 27 is excluded when the offender has acted against
orders or express instructions from who of law.
4-A disciplinary responsibility of the societies of professionals and organizations
associatives referred to in Article 27 does not exclude individual disciplinary liability
of the offenders ' respective respects, nor does it depend on the accountability of these.
5-A assumption by the society of legal business professionals completed before the
your act of constitution does not determine your disciplinary accountability for acts
practiced in the framework of those legal business before the act of creation.
6-In the period between the conclusion of the contract of society and its registration
definitive, the entity is responsible disciplinarily, in the terms of this article.
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7-A The spinoff and the merger do not determine the extinction of the entity's disciplinary responsibility,
responding by the practice of the infraction:
a) The society that results from the merger, the embodding society or the entity
equate; and
b) The equated societies or entities that resulted from the spin-off.
8-Without prejudice to the right of return as to the amounts paid, the persons who occupy
a leading position are mainly liable for the payment of the fines
in which the entity is convicted, regarding the infractions:
a) Practiced in the period of exercise of his post, without his express opposition;
b) Previously practiced, when it has been at fault for its fault that the heritage of the
entity has become insufficient for the respect payment; or
c) Previously practiced, when the definitive decision to apply them has been
notified during the period of exercise of their office and are attributable to them missing
of payment.
9-Being several of the persons responsible under the preceding paragraph, is sympathetic to its
responsibility.
10-If fines are applied to an entity without legal personality, it answers by
them the common heritage and, in their lack or insufficiency, solidarily, the heritage
of each of the partners or associates.
11-A loss of the condition of a partner or its exclusion, whatever the cause, does not exonate
the partner of the disciplinary liability who could be required to be, pursuant to the
present law, by acts practiced while being a partner.
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12-The societies of professionals and the associative organizations referred to in Article 27 shall not
can be held liable disciplinarily for practiced acts, on an individual basis,
by natural person who is a partner of a society of professionals.
13-In cases where the society of professionals develops activity on a secondary basis,
your business associates, administrators, managers or collaborators who in fact presently provide the
services in question, assume, in a uniquely individual way, the responsibility
discipline for the same.
14-For the purposes of the provisions of this Article, they shall be understood to occupy a position of
leadership, the bodies and representatives of the entity and who in it has authority to
exercise control of your activity.
CHAPTER IV
Contract of society, constitution and inscription
Article 19.
Contract of society
1-The contract of society shall contain the mandatory mentions under the legislation
referred to in Article 4 (3) and, in any case, the name and firm of all the partners
professionals and respect numbers of enrollment in the professional public association that
organizes the professional activity main object of the society, should the inscription be
mandatory for the exercise of activity on national territory by providers
established.
2-The contract of society may be concluded only after approval, pursuant to the
article 21, of the respect project by the professional public association which organizes the
professional activity main object of the society.
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Article 20.
Professional society firm of professionals
1-A The firm of companies of professionals shall be governed by the legislation referred to in paragraph 3 of the article
4., without prejudice to the provisions of the following paragraphs.
2-A firm of the Society may contain the name, complete or abbreviated, of previous associates,
upon written permission from these or their heirs, given at any time.
3-When the name of the previous partner has figured in the firm of the society for more than 20
years, the permission referred to in the preceding paragraph shall cease to be necessary.
4-A The firm of professional companies always includes the mention of the professional title
of the professional partners ' respective respects, followed by the expression "society of professionals" or
"SP", immediately prior to the mention of the society-legal form that concretely
assume, and to which you are obliged under the legislation referred to in Rule 4 (3).
5-A the expression "society of professionals" or "SP" is exclusive to the societies of
professionals constituted under the terms of this Law.
Article 21.
Approval of the company contract project
1-The draft contract of society is subjected to a control of mere legality by the
public professional association, checking in particular if the same is as
to the provisions of this Law and to the deontological standards set out in the legislation governing the
activity in question.
2-The project referred to in the preceding paragraph shall be accompanied by certificate of
admissibility of firm.
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3-In case the professional public association does not address within 20 working days,
considers itself the tacitly approved project, for all legal effects.
4-The period of tacit deinjury referred to in the preceding paragraph is 40 working days, in cases
where there is professional partner, manager or executive administrator coming from another
Member state of the European Union or of the European Economic Area, and the same
do not find yourself enrolled in the professional public association by virtue of character
optional enrolment for the exercise of professional activity on national territory
by established providers.
Article 22.
Registration of the contract and enrolment of the society
After the definitive registration of the contract of society of professionals, this is entered, in the
follow-up of mere prior communication by the society of professionals, in the association
public professional who organizes the professional activity main object of the society,
sendotes to him issued the professional ballot.
Article 23.
Changes to the contract
The amendment of the contract of society or of the respecting statutes shall be the object of mere
communication by the society of professionals to the respected professional public association, in the
deadline of 20 working days.
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Article 24.
Managers
When it is not designated in the contract of society, the society of professionals shall, in the
deadline of 10 working days after the appointment, communicate to the professional public association where
whether it should enrol under Article 22, the name of the manager or executive administrator
referred to in Article 9 (3), and the respect number of enrolment in the public association
professional who organizes the professional activity main object of the society, case a
enrollment is mandatory for the exercise of activity on national territory by
providers established.
Article 25.
Career plans
The society of professionals must communicate to the professional public association the professional public
career plans detailing the categories and criteria of progression of collaborators
for the possible access to the membership category.
Article 26.
Transformation in society of professionals
The provisions of Articles 20 to 26 shall apply, with due adaptations, to the companies of
general regime that turn into societies of professionals.
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Article 27.
Enrollment of associative organizations from other member states
1-The associative organizations of professionals who are equipped with organized professionals
in professional public association, constituted in another Member State of the Union
European or the European Economic Area for the exercise of professional activity,
whose manager or administrator is a professional, and whose capital with right to vote
kayba majority-related to the professionals concerned or other associative organizations
whose capital and voting rights fall majoritariously to those professionals, may
enroll the permanent representative offices in Portugal, constituted in the
terms of the commercial law, as members of the professional public association, being
passable to disciplinary accountability for their professional activity in the face of that
association.
2-The capital requirements referred to in the preceding paragraph shall not apply in case of
associative organization in question does not have social capital, applying, in its
place, the requirement for the allocation of the majority of voting rights to professionals there
referred to.
3-The equiparation judgment referred to in paragraph 1 is governed by:
a) As for national member states of the European Union or Space
European Economic Commission, by Article 1 (4) of Law No 9/2009 of March 4,
amended by Laws No 41/2012 of August 28, and 25/2014, of May 2;
b) As for nationals of third countries whose qualifications have been obtained
out of Portugal, by the internationally beholdant reciprocity regime.
4-The application for enrolment is instructed with a copy of the constitutive act of the respect
permanent representation in Portugal and too much proof of the requirements
constants of the previous numbers.
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5-In case the professional public association does not address within 20 working days,
considers itself to be the tacitly approved application and the associative organization inscribed as
member of the professional public association, for all legal effects.
6-The time limit referred to in the preceding paragraph is 40 working days, in cases where there is application
of clarifications or further improvement to the associative organization or request for
information the congeniere authority of another member state, pursuant to the
article 57.
7-A associative organization inscribed must communicate to the public association's respective
professional the closure, for any reason, of the activity on national territory.
CHAPTER V
From the deliberations of the partners
Article 28.
General assemblies
1-Compete to the general meeting of the partners deliberating on the non-comprehended subjects
in the legal or statutory assignments of the administration and still on the subjects that
are awarded pursuant to the legislation referred to in Article 4 (3).
2-Depends, in any case, of deliberation of the partners, the following acts:
a) Consent to transmission of professional capital to non-partners, pursuant
in which such is permitted;
b) Amortization of social shareholdings;
c) Acquisition, disposal and burdening of social shareholdings of its own;
d) Extinction of the industry participation of professional associates;
e) Admission and exclusion of professional partner;
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f) Designation and destitution of managers or administrators and fixation of the respects
remunerations;
g) Disposal or burdening of immovable property and disposal, oneration and leasing of
establishments of the society;
h) Approval of the report and accounts for the financial year, which must be deposited in the
professional public association in the course of the 60 days following its approval;
i) Distribution of profits;
j) Purposeful of actions by the society against associates, members of the organ of
administration and members of the supervisory body;
k) Participation in consortia, associations in participation, groupings
complementary companies and in European interest groups of interest
economic;
l) Extension of the duration of the society;
m) Dissolution of the society;
n) Merger, spin-off and merger of the society;
o) Transformation of the society of professionals into general regime society;
p) Amendment of the contract of society.
3-To the convocation, constitution and operation of the general assemblies, including to the
respect for deliberations, the legislation referred to in Article 4 (3) shall apply.
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CHAPTER VI
From the transmission, amortization and extinction of social equity stakes
professional
Article 29.
Disposals of social equity stakes between professional associates
1-A The onerous assignment of equity holdings is free among professional partners, without
injury to the right of preference of the remaining professional associates.
2-The professional partner who intends to give in a stake that is a holder to some or
some of the professional associates, must communicate to the remaining the value, the terms and the
conditions of the designed assignment, as well as the identification of the planned or anticipated
transferees.
3-Received the communication, must the recipients, within 15 days, communicate to the
partner transferor if they intend to exercise their right of preference.
4-The communications provided for in the preceding paragraphs are effected through letter
registered, with notice of receipt, or through personal notification, upon signature
of certifying document.
5-Manifesting several professional partners will want to exercise the right of preference,
this is exercised in the proportion of the shareholdings of which they are holders on the date of
exercise of the right, unless otherwise stipulated in the contract of society.
6-In the lack of communication to the ceding partner, participation can be ceded to partner
professional or, in the terms of the following article, the non-partner.
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Article 30.
Disposals of social equity participations to non-partners
1-A The assignment of professional capital holdings to non-associates is only admitted when the
transferee complies with the provisions of Article 8 (2) and depends on permission of the
society.
2-The professional partner who intends to cede a stake that is a holder of non-partner,
must communicate to the society the value, terms and conditions of the designed assignment, well
as the identification of the predicted or predicted transferees.
3-Received the communication, shall the society, within 45 days, communicate to the partner if
consent or not in the assignment.
4-The communications provided for in the preceding paragraphs are effected through letter
registered, with notice of receipt, or through personal notification, upon signature
of certifying document.
5-In the lack of communication on the part of society, the assignment becomes free.
Article 31.
Amortization or acquisition by refusal of authorization
1-If the society refuses the authorization for the assignment of professional capital participation
the non-partner, the communication of the refusal includes a proposal for amortization or
acquisition of the stake in question.
2-A The proposal is without effect, by keeping the refusal of consent, if the partner does not
accept within 30 days, through registered letter, with notice of prescription, or through
of personal notification, upon signature of certifying document.
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3-The value of the amortization or acquisition of the stake is determined in the terms of the
provisions of the contract of society or the legislation referred to in Article 4 (3).
4-Without prejudice to the provisions of the preceding paragraph, the value offered shall not be lower than the
value of the projected assignment, except if the society, in the 30 days following notification to
referred to paragraph 1, communicate to the partner that it does not accept such price as the value of the
amortization or acquisition.
5-In the case provided for in the final part of the preceding paragraph, the value of amortization or acquisition
is fixed by an arbitral commission composed of three professionals, being a
designated by society, another by the partner and the third by the public association
professional, fit to this chair to the committee and establish the terms of the respect
process.
6-A committee consists of the requirement of the company or the partner, addressed to the association
professional public.
7-In the calculation of the value of amortization or acquisition, the arbitral commission takes in
consideration of the value of the clientele who accompany the partner at his or her exit.
8-The value of the amortization is increased by the established importance under the terms of paragraph 2 of the
article 12.
9-In the determination of the value of amortization or acquisition, the arbitral commission may be
aided by an expert.
Article 32.
Free assignment
1-The provisions of articles 31 to 33 shall apply, with the necessary adaptations, to the assignment of
participations of professional capital on a free basis.
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2-In the communications referred to in Article 29 (2) and Article 30 (2), it shall
partner who intends to give in free of charge to his share of capital ascribe to him the
respect value.
Article 33.
Non-voluntary transmission between living
1-In the case of non-voluntary transmission between living capital participation
professional, society can amortize it or acquire it, even if the acquirer complies
the provisions of Article 8 (2).
2-A The deliberation on the amortization shall be taken within 60 days, the
counting from the date on which the society was aware of the non-voluntary transmission.
3-A transmission of the participation of professional capital to those who do not comply with the
Article 8 (2) does not produce any effect, the company being obliged to proceed to the
your amortization or acquisition.
4-The setting of the value of the amortization or acquisition is applicable, with the necessary
adaptations, the provisions of Article 31 (5 a) (31), unless the contract of society, the
written agreement of all the partners or the legislation referred to in Article 4 (3).
in different way.
Article 34.
Extinction of the participation of professional capital
1-Professional capital holdings can extinguish themselves by exoneration, exclusion or
by death or extinction of the holder.
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2-In the event of the death of the holder of professional capital participation, it shall be owed to the society, in the
maximum period of 30 days, acquire, amortize or make the participation in question
by professional partner or by non-partner who complies with the requirements correspondingly
applicable.
3-A application for heir or heirlooms that comply with the provisions of paragraph 2 of the
article 8, it may the corporation consent to it to be transmitted to the shareholdings of
professional capital.
4-The value of the amortization or acquisition of the participation referred to in paragraph 2 is determined to
agreement with the criteria set out in the company contract or in the legislation referred to in the
n Article 4 (3).
5-In the absence of the criteria referred to in the preceding paragraph, may the value be determined
by agreement between the society and the heirs.
6-In the absence of agreement, the value of the participation is set by the form provided for in the n. 5 a to 7 of the
article 31.
7-The value determined in the terms of the provisions of the preceding paragraph shall be increased by
ascertained importance in accordance with Article 12 (2).
8-The provisions of paragraphs 2 a to 7 shall apply, with the necessary adaptations, to cases in which
it is enacted the interdiction or inabilitation of the natural person partner.
9-When enrollment of the partner as a member of the public association is cancelled
professional, by reason of amusing your expulsion from that association or interdiction
definitive of the exercise of the professional activity, the provisions of the figures apply
previous as to the death or extinction of the holder, whenever the law governing the exercise
of the professional activity requires that enrollment for that exercise.
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10-Whatever your motive, whenever the amortization of capital participation
professional is not accompanied by the corresponding reduction of the capital, the
participations of the other partners are proportionally increased.
11-Can, however, stipulate in the contract of society or may the professional associates
to act unanimously that, instead of the amortized participation, a
or more participations of professional capital, whose total nominal value is equal to that of the
extinct participation, for immediate transmission to professional partner or the third party that
complies with the provisions of Article 8 (2).
CHAPTER VII
From the exoneration, exclusion and temporary impossibility of professional associates
Article 35.
Exoneration of professional partner
1-Without prejudice to the provisions of Article 18 (11), professional associates shall have the right
of exonerating from the society, pursuant to the legislation referred to in Article 4 (3), of the
article 44, and of the following numbers.
2-Constitui cause of exoneration, specifically:
a) The entry of new professional associates, if the partner has voted against the
respects deliberation of the general meeting;
b) The extension of the duration of the society, if the partner has voted against the
respects deliberation of the general meeting;
c) The occurrence of fair cause of exclusion of another professional partner, under the terms of
point ( a ) of paragraph 1 of the following article, if the society does not deliberate to exclude it or not
promote their judicial exclusion.
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3-The partner shall communicate to the society the intention and motives of exoneration, through
registered letter, with notice of receipt, or through personal notification, upon
certifying document signature.
4-A exoneration only becomes effective at the end of the social year in which the communication is made,
but never before decorating three months on the date of this communication.
5-If the cause of exoneration invoked by the partner is not accepted by the general meeting, the
exoneration can only be authorized judicially.
6-Received communication and not being refused exoneration in the terms of the number
previous, the society, within the period that comes to result from the application of paragraph 4, amortizes the
participation, acquires it or fates it acquire by partner or third party.
7-The amortization of participation applies to the provisions of the previous chapter.
Article 36.
Exclusion of professional partner
1-A exclusion of professional partner may check in the cases provided for in the contract of
society, in the legislation referred to in Article 4 (3) and still in the following cases:
a) When to the partner is an attributable serious breach of obligations towards the
society or of deontological duties;
b) When the partner is unable, in a definitive way, to provide or leave from
provide continued mode to the society, as affixed to the terms of the
respected contract of society, the professional activity to which is obliged in the
terms of Article 11 (3).
2-A exclusion produces effects decorated 30 working days on the date of the registration of deliberation
in the respect of professional public association.
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3-The right of judicial opposition of the excluded partner shall lapse the period referred to in the
previous number.
4-In the eventuality of the society having only one professional partner, its exclusion only
can be decreed judicially.
5-The partner to which disciplinary punishment of expulsion or definitive interdiction has been applied
of the exercise of the professional activity shall be automatically deemed to be excluded from the
society.
6-The partner who, for any reason, is excluded from the society of professionals has
right to receive from the company the amount ascertained in the terms provided for in the contract of
society, in written agreement of all the partners or in the legislation referred to in paragraph 3 of the
article 4.
7-In the absence of the criteria referred to in the preceding paragraph, the amount is fixed with recourse to the
arbitral commission, applying the provisions of Article 31 (5 a) (31).
8-The value determined in the terms of the provisions of the preceding paragraph shall be increased by
ascertained importance in accordance with Article 12 (2).
Article 37.
Temporary impossibility of exercise on health grounds
1-In the case of temporary impossibility of exercise of the profession for health reasons,
the professional partner retains the right to the results corresponding to his / her participation
of capital.
2-Unless otherwise favorable stipulation to the partner in the contract of society or in
written agreement of the associates, during the first six months of impossibility, maintains
the partner right to profits corresponding to the participation of industry and, in the period
subsequent, up to two years, right to half of the same.
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3-If the impossibility exceeds 30 months, or higher term stipulated in the contract of
society, can the society proceed to the amortization or acquisition of the participation of
capital of the partner, pursuant to this Law, extinguishing itself simultaneously
industry participation, should it exist.
4-The value of amortization or acquisition is determined in the terms of Art. 31 para.
Article 38.
Suspension of the professional partner
In the case of suspension, for any reason, of the membership of the partner in the public association
professional that is mandatory for the exercise of professional activity in territory
national, this retains the right to the results corresponding to its participation of
capital and half of the profits corresponding to the participation of industry, but in this case,
only during the first six months of the duration of the suspension.
CHAPTER VIII
From the merger and spinoff of companies of professionals
SECTION I
Merger of societies
Article 39.
Notion and modalities
1-The merger of two or more companies of professionals subject to the same is permitted
professional public association, upon its meeting in a single society.
2-A The merger may take place:
a) By means of the global transfer of the heritage of one or more societies to
another and allocation to the associates of that of the participations of the incorporated company,
of industry and or of capital;
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b) By the constitution of a new society, for which they transfer
globally the heritage of the merged societies, being to the partners of these
assigned interests of industry or capital in the new society.
Article 40.
Fusion project
1-The administrations of the societies that wish to merge shall be drawn up, in
set, a fusion project, of which they build the following elements:
a) The modality, the motives, the conditions and the objectives of the merger, relatively
all participating societies;
b) The firm, the registered office, the amount of the capital and the date of enrolment in the public association
professional of each of the societies;
c) The description and value of the elements of the asset and the liability to be transferred to the
embedding society or for the new society;
d) The holdings, of industry and or of capital, to be allocated to the partners of the society to
incorporate or the societies to be merged;
e) The draft amendment to be introduced in the contract of the incorporated company or the
contract project of the new society;
f) The date from which the operations of the incorporated company or of the societies to
melting are considered, from the accounting point of view, as effected by
account of the embedding society or the new society;
g) The rights ensured by the incorporated company or by the new society to
associates of or of the incorporated societies or the merging companies they possess
special rights;
h) The measures to protect the rights of creditors.
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2-The merger project must be approved by the general assembly of each of the societies
with a majority of three-quarters of the votes cast belonging to professional associates,
whatever the percentage of professional capital in it represented.
SECTION II
Division of societies
Article 41.
Notion and modalities
1-The spinoff of companies of professionals is permitted.
2-The societies of professionals can:
a) To highlight part of their heritage for the purpose of constitution of another society
of professionals;
b) Dissolve and divide its heritage, with each of the resulting parties being
intended to constitute a new society of professionals;
c) Highlight parts of their heritage or dissolve, dividing their heritage into
two or more parties, to merge them with societies of existing professionals
or with parts of the heritage of other companies of professionals, separated by
identical processes and with equal purpose, all subject to the same association
professional public.
Article 42.
Fission project
1-A administration of society wishing to fcind itself or, dealing with cision-merger, the
administrations of the participating companies must jointly draw up a project
of fission, donde constem, the following elements:
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a) The modality, the motives, the conditions and the objectives of the spinoff, relatively
all participating societies;
b) The firm, the registered office, the amount of the capital and the date of enrolment in the public association
professional of each of the participating societies;
c) The description and value of the elements of the asset and the passive to be transmitted to the new
societies or, in the case of cision-merger, for embothering societies;
d) The holdings, by industry or capital, to be allocated to the partners of the new
societies or, in the case of cision-merger, of the incorporated societies;
e) The contract project of the new societies or, in the case of cision-merger, the project
of amendment to be made to the contract of the incorporated societies;
f) The date from which the operations of the company fcinded or, in the case of fission-
fusion, of the incorporated societies, are considered, from the point of view
accounting, as effected by the account of or from the companies resulting from the
fission;
g) The rights secured by the companies resulting from the spin-off or, in the case of fission-
merger, by incorporated societies to the partners of or of the cinded companies or
to the associates of the incorporated societies holders of special rights;
h) The measures to protect the rights of creditors.
2-The fission project must be approved by the general meeting of the fissile society and, in the
case of cision-merger, by the general assemblies of the participating companies, with a majority
of three-quarters of the votes cast belonging to professional associates.
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SECTION III
Common provisions
Article 43.
Registration and approval of the project
1-Without prejudice to the commercial registration regime, where applicable, the merger or de-merger project
fission shall be communicated to the respective professional public association.
2-The communication of the project and respect control applies, with the due adaptations, the
provisions of Article 21.
Article 44.
Right of exoneration of the partners
The partner or associates who vote against the merger or fission project have the right to se
exonerate from society, under the terms of this Law.
Article 45.
Contract for merger or division, registration and enrollment of emerging companies
1-A The conclusion of the merger or fission contract depends on the prior control of the respect
project by the professional public association under the terms of Article 43.
2-A The form of the merger or fission contract is governed by the legislation referred to in paragraph 3 of the
article 4.
3-Once the contract has been concluded, the enrollment of the merger or spin-off shall be required in the
registration, and the same shall be simultaneously communicated to the public association
professional, for the purpose of changing enrolment or enrolment of the new society.
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Article 46.
Effects of registration
1-With the registration of the merger:
a) Extinguish the incorporated societies or, in the case of constitution of new
society, all the merged societies, transmitting their rights and
obligations for the incorporated society or for the new society;
b) The associates of the extinct societies become partners of the emboding society or
of the new society.
2-With the registration of the spinoff:
a) They convey the rights and obligations of the fissile society to the new
society or, in the case of cision-merger, for the emboker society;
b) In the case of cision-dissolution, extinguished society shall be extinguished;
c) The partners of the fissile company, to whom they are assigned industry participations
and or of capital of the incorporated society or the new society, become partners
of the same.
Article 47.
Processing, merger and division
The societies of professionals can transform into general regime societies or
merge and censure without observance of the provisions of this Chapter, losing, in these
cases, the nature of society of professionals.
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CHAPTER IX
Modalities of society-wide association involving societies of professionals
Article 48.
Modalities of society-wide association
1-Societies of professionals can join other societies, be these
companies of professionals or not, for the exercise in set of activities that do not
are incompatible with each other, observed the regime of applicable impediments, in the
general terms, and met the provisions of the following article.
2-A The association may assume the following modalities:
a) Consortium;
b) Association in participation;
c) Complementary grouping of companies or European grouping of interest
economic.
3-Associations that include companies of professionals are not members of the
professional public associations to which those societies are subject, nor are they
in themselves subject to disciplinary responsibility.
Article 49.
Communication to the professional public association
The societies of professionals involved in associations must communicate the business
legal which constitute the basis of such associations with other societies to the association
public professional to which they are subject, within a maximum of 10 working days, to be counted
of the celebration celebration.
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CHAPTER X
Dissolution, settlement and sharing of the society of professionals
Article 50.
Dissolution
1-A The society of professionals is dissolved in the cases provided for in the law and contract of
society.
2-A The society of professionals is still dissolved extrajudicially:
a) If the continued violation of the requirements for its constitution is found,
constants of Articles 8 to 12;
b) When you apply for disciplinary punishment of expulsion from the association's
professional or definitive interdiction of the exercise of professional activity.
3-In the event of dissolution, the society should make mere communication to the respectful
professional public association.
4-In cases provided for in paragraph 2, the dissolution is decreed by the public association
professional, once observed the principle of the adversarial, the one which promotes the
respect register.
Article 51.
Settlement of social heritage
Dissolved the society, shall proceed to the liquidation of its patrimony, in the terms of
legislation referred to in Article 4 (3).
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Article 52.
Exercise of professional activity by the dissolved society associates
Dissolved the society, for any reason, is allowed to the professional associates o
exercise of the professional activity by themselves, or in another society of professionals,
as yet not to be completed the process of settlement and sharing, whenever not
have been themselves suspended, expelled or interdicted definitively in the course of
disciplinary procedure.
CHAPTER XI
Transitional and final provisions
Article 53.
Transient standard
The societies of professionals constituted prior to the entry into force of this Law shall
adopt the rules in this set within 180 days, from the date of entry into
vigour of the Act to adapt the statutes of the respective professional public association to the Act
n ° 2/2013 of January 10, under penalty of being deemed to be considered as regime societies
general, with the automatic cancellation of the respect enrollment in the public association
professional of which they were members.
Article 54.
Usurpation of functions
1-Whether two or more persons, either by the use of a common firm, or by any other
medium, create the false appearance that there is among them a contract of society of
professionals, practice the crime of usurpation of duties, punishable with imprisonment to
Two years or with penalty of fine up to 240 days.
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2-The societies and the de facto organizations that result from the previous number are
responsible, in the general terms, for the crime provided for in the same number.
Article 55.
Derogation
In the case of professions that pursue, on the whole or in some of their acts and
activities, specific missions of public interest, or in the case of professions whose
overall of acts or activities has a direct and specific connection to the exercise of
powers of public authority, can be established, in the statutes of the respect
public professional association or other laws, constitution requirements and operation
of companies of professionals, and enrolment requirements of associative organizations of
professionals, diverse from those provided for in this Law, provided that they show justified and
proportional, respectively, for compelling reasons of general interest connected to the
pursuit of the mission of public interest in question, or the exercise of those powers of
public authority.
Article 56.
One-stop shop
1-All applications, communications and notifications provided for in this Law, between the
public professional and professional association, professional or other companies
associative organizations of practitioners, are carried out by electronic means, through
of the electronic single-counter of the services, referred to in Articles 5 and 6 of the Decree-Law
n ° 92/2010 of July 26, accessible through the site in Internet of the public association
professional in question.
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2-When, on the grounds of unavailability of the electrolytic platforms, it is not possible
compliance with the provisions of the preceding paragraph, the transmission of the information may be
made by delivery on the services of the professional public association concerned, by mail
electro, by fax or by shipment by mail under registration.
3-A presentation of documents in simple form, in the terms of the previous figures,
dispensing the consignment of the original, authentic, authenticated or certified documents,
without prejudice to the provisions of the provisions of a ) and c ) of paragraph 3 and in paragraphs 4 and 5 of Article 7 of the
Decree-Law No. 92/2010 of July 26.
4-It shall also apply to the procedures referred to in this Article to the provisions of the provisions of the
d ) and and ) of Article 5 and in Article 7 (1) of the Decree-Law No. 92/2010 of July 26.
Article 57.
Administrative cooperation
The competent professional public associations pursuant to this Law shall provide and
request the administrative authorities of the other member states of the European Union and
to the European Commission mutual assistance and take the necessary steps to cooperate
effectively, notably through the Internal Market Information System, in the
scope of the procedures for service providers already established in another
Member State, pursuant to Chapter VI of Decree-Law No. 92/2010 of July 26, and
of Article 51 (2) of Law No 9/2009 of March 4, as amended by the Laws 41/2012,
of August 28, and 25/2014, of May 2.
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Article 58.
Entry into force
This Law shall come into force 30 days after the date of its publication.
Seen and approved in Council of Ministers of December 18, 2014
The Prime Minister
The Minister of the Presidency and Parliamentary Affairs