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Legal Framework Of The Constitution And Functioning Of Professional Corporations That Are Subject To Public Professional Associations

Original Language Title: Regime jurídico da constituição e funcionamento das sociedades de profissionais que estejam sujeitas a associações públicas profissionais

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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.

CHAIR OF THE COUNCIL OF MINISTERS

Proposal for Law No 266 /XII

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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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Proposal for Law No 266 /XII

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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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Proposal for Law No 266 /XII

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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:

CHAIR OF THE COUNCIL OF MINISTERS

Proposal for Law No 266 /XII

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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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Proposal for Law No 266 /XII

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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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Proposal for Law No 266 /XII

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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.

CHAIR OF THE COUNCIL OF MINISTERS

Proposal for Law No 266 /XII

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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.

CHAIR OF THE COUNCIL OF MINISTERS

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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.

CHAIR OF THE COUNCIL OF MINISTERS

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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