PRESIDENCY of the COUNCIL of MINISTERS 1 Proposal of law No. 292/XII explanatory memorandum this law approves the new Statute of the order of statutory auditors with the aim to promote self-regulation and the administrative decentralization with respect for the principles of harmonization and transparency of professional practice review and audit of accounts. The Constitution of the Portuguese Republic recognizes public professional associations autonomy and administrative decentralization to ensure, on the one hand, the defence and safeguarding of the public interest and the fundamental rights of citizens and, on the other, the self-regulation of professions whose exercise requires technical independence. Additionally, the Constitution of the Portuguese Republic establishes that public associations can only be established professionals to satisfy specific needs, cannot serve own trade unions and that your internal organisation is based on respect for the rights of its members and the democratic formation of its organs. Considering the nature of the activity exercised by statutory auditors, in defense of the public interest shows appropriate to establish a legal framework that defines the aspects related to access and scope of action of these professionals and establishing general rules of organization and functioning of this public association professional, with full respect for fundamental rights constitutionally enshrined.
PRESIDENCY of the COUNCIL of MINISTERS 2 the profession of Auditors should serve the safeguarding of transparency, quality and the true and fair view of the financial information of the entities, constituting a guarantee for a proper functioning of the markets. Being a ensures reliable, Extensible multiple aspects and the economic and social life, public and private, it is necessary to define accurately the legal framework and standards applicable to all its members, regardless of how engaged your activity. The importance of the profession is evident not only on the internal level, but especially externally, in particular with the adoption of Directive No. 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audit of annual and consolidated accounts, already transposed into the internal legal order and which motivated the adaptation of the statutes of the order and the creation of the National Council of audit Supervision Center in 2008 by the decree-laws n° s 224/2008 and 225/2008, respectively, both of 20 November. The new Statute of the order of Chartered Accountants, approved by this law includes the provisions contained both in referred to paragraph Policy 2006/43/EC of the European Parliament and of the Council of 17 May 2006, in law No. 2/2013, of 10 January, concerning public associations professionals, safeguarding the hierarchy of legal provisions and regulations. The Community framework that regulates the profession of Auditors justifies your differentiating character before the other professional bodies, in particular with regard to the levels of demand in terms of independence in professional practice, to situations of incompatibility that its members are subject to limitations of hiring, the most rigorous quality control mechanisms and the high level of supervision to which the activity is subject as the only professional subject to an external and independent monitoring body, which also has responsibilities at the level of the quality control of the activity.
PRESIDENCY of the COUNCIL of MINISTERS 3 This demanding scrutiny to which the profession is subject is, by itself, evidence of the importance of this profession and the role they play all the members of the order of Chartered Accountants and a guarantee of confidence in acts of statutory auditors themselves, regardless of the nature and size of the entities where they are practiced. In this way there is compliance with the understanding on the conditionalities of Economic Policy, signed on 17 May 2011, where the Portuguese State undertook a set of commitments vis-à-vis the European Union, the European Central Bank and the International Monetary Fund, particularly in relation to professional qualifications and regulated professions, through execution of this law, the commitment regarding the profession of Auditor. The new Statute of the order of Chartered Accountants were introduced improvements in the arrangements for access to the profession, eliminating requirements, namely nationality and of specialized basic training, which were not justified or proportionate. In this sense, the maintenance of the access exam as a guarantee of the minimum knowledge enshrined in articles 7 and 8 of Directive No. 2006/43/EC, access base has been extended so that the order contributes to the defense of the right to choose freely the profession or the kind of work, which chairs the taking up and pursuit of the profession. It was also improved in the new Statute of the order of statutory auditors the access regime to professionals from other countries to defend the professional recognition acquired in another State, having been, in particular, the principle of comprehensive reciprocity. Was created a special regime for the Portuguese-speaking countries, thus giving response to the growing economic and social interaction with these countries.
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Finally, the new Statute of the order of Chartered Accountants were also covered legal aspects relating to information society services, in particular electronic commerce, in the internal market by introducing rules to benefit for citizens and professionals, in terms of access to and provision of information. Was heard the order of Chartered Accountants, the National Council for supervision of auditing and supervisory authority for insurance and pension funds. So: under d) of paragraph 1 of article 197 of the Constitution, the Government presents to the Assembly of the Republic the following proposal of law: article 1 object to this law approves the new Statute of the order of Chartered Accountants, in accordance with the law No. 2/2013, of January 10, which establishes the legal regime of creation , organization and functioning of public associations professionals. Article 2 approval of the new Statute of the order of statutory auditors is approved, in the annex to this law and which is an integral part, the new Statute of the order of Chartered Accountants. Article 3 transitional provisions 1-the provisions of this Act does not affect the current composition of the organs of the order of Chartered Accountants.
PRESIDENCY of the COUNCIL of MINISTERS 5 2-pending the adoption of the regulations referred to in the following paragraph remain in force regulations issued by the order of Chartered Accountants that do not contradict the provisions of the new Statute of the order of the Official Reviewers of Auditors approved in annex to this law. 3-the order of Auditors shall adopt, within 120 days from the date of entry into force of this Act, the regulations provided for in the new Statute of the order of Chartered Accountants, approved in annex to this law. 4-The situations that contradict the provisions of the new Statute of the order of Chartered Accountants, approved in annex to this law, shall be settled within one year from the date of your entry into force, without prejudice to the preceding paragraphs. Article 4 set 1-Standard is revoked the status of the order of Chartered Accountants, approved by Decree-Law No. 487/99, of November 16, as amended by decree-laws Nos. 224/2008, of November 20, and 185/2009 of 12 August. 2-regulations adopted under the Statute of the order of Chartered Accountants, approved by Decree-Law No. 487/99, of November 16, as amended by decree-laws Nos. 224/2008, of November 20, and 185/2009, of August 12, which do not contradict the provisions of law No. 2/2013, of 10 January, and in this law , remain in force until the publication of the new regulations. 3-When legal, statutory or contractual provisions refer to legal provisions repealed by this Act, it is understood that the reference applies to the corresponding provisions of the new Statute of the order of Chartered Accountants, approved in annex to this law, unless the interpretation of those requires a different solution.
PRESIDENCY of the COUNCIL of MINISTERS 6 article 5 entry into force and effect 1 – this law shall enter into force 30 days after your publication. 2-the provisions of paragraph 3 of article 77 of the new Statute of the order of Chartered Accountants, approved in annex to this law, reports its effect 1 January 2015.
Seen and approved by the Council of Ministers of March 2015 12 Prime Minister the Minister of Presidency and Parliamentary Affairs PRESIDENCY of the COUNCIL of MINISTERS 7 ANNEX (referred to in article 2) STATUTE of the ORDER of CHARTERED ACCOUNTANTS and Professional Organization title I Chapter I Order of Auditors section I General provisions article 1 Nature and legal framework 1-the order of Auditors abbreviated designated order, is the professional public association responsible for representing and group members, registered in accordance with this Statute, as well as oversee in all aspects related to the profession of Auditor. 2-the order is a collective person of public law which, in the exercise of its public powers, the administrative acts necessary to carry out its functions and approves the regulations provided for in the Act and in these regulations. 3-except for the cases provided by law, the acts and regulations of the order are not subject to Government approval. 4-the order has its own heritage and their own finances, as well as budgetary autonomy.
PRESIDENCY of the COUNCIL of MINISTERS 8 article 2 geographical scope and Headquarters 1-the order has national scope and headquarters in Lisbon. 2-the order can own and operate facilities in different locations of the headquarters, as provided for in the following article. Article 3 operation of the services in different locations of Headquarters 1-the order has Regional Services in the North, located in the city of Porto. 2-The Northern regional offices have the nature of decentralised services in support of the audit firm domiciled in that region. 3-The Regional Northern Services are directed by the President or the Vice President of the Board of Trustees. Article 4 administrative administrative guardianship Guardianship on the order it is up to the Member of Government responsible for the area of finance. Article 5 1 Representation-the order is represented, in court and out of it: a) by the Chairman; (b)) By any member of the Board of Trustees in whom the Chairman, for such purpose, delegate its powers, subject to the Constitution of representative with PRESIDENCY of the COUNCIL of MINISTERS 9
specific powers to the Act or to a particular set of actions. 2-For Defense of its members in all matters relating to the exercise of the profession or performance of positions in the organs of the order, whether it's responsibilities are required either to offenses against they practiced, can exercise the rights of order or grant sponsorship in cases of any kind. Article 6 Assignments Are assignments of the order: the) Regular access to and the exercise of the profession throughout the national territory; b) Exercise jurisdiction over all the respect to the activity of auditing the accounts and related services, companies or other entities, in accordance with auditing standards in force; c) Grant, exclusively, the professional title of chartered accountant; d) Grant the title of professional specialty; and ensure the social function) dignity and prestige of the profession, promote respect for their ethical and deontological principles and protect the interests, rights and privileges of its members; f) Assign prizes or honours; g) participate in the drafting of legislation relating to the taking up and pursuit of the profession or forming part of their specific assignments; h) Recognize the professional qualifications obtained outside the national territory, in accordance with the law, European Union law or International Convention; I) Promote and contribute to the development and training of its members;
PRESIDENCY of the COUNCIL of MINISTERS 10 j) Exercise disciplinary jurisdiction under this Statute; k) to promote and support the creation of supplementary social security schemes for the benefit of the statutory auditors and monitor your operation; l) legally competent authorities Propose measures for the defence of the profession and of the function of statutory auditors and of their professional interests and morals; m) Create, join, join or participate in the capital of entities, domestic or foreign, and they cooperate to achieve and promote studies, research, training and other work actions that promote the improvement and dissemination of the principles, concepts and accounting standards, and for auditing the accounts; n) proposing to the Government, in conjunction with the normalizadoras entities, the regulation of accounting aspects likely to allow a more efficient auditing the accounts; the) ensure registration of statutory auditors, the audit firms and other forms of professional organization of reviewers in a public register and promote conditions that allow the respective public disclosure; p) Ensure all procedures and define specific rules that comply with the tests, the stages and the entry, in accordance with this Statute; q) Cooperate with the Government in improving the auditing the accounts of companies and other corporate and public sector entities; r) Set standards and technical schemes of professional performance, taking into account the internationally required standards; s) discipline the activity exercised by consulting its members as is PRESIDENCY of the COUNCIL of MINISTERS 11 provided for in subparagraph (c)) of article 48; t) Promote the publication of a magazine with goals of scientific, technical and cultural information; u) Ensure, whenever you request, that statutory auditors are in full exercise of your professional competence under this Statute; v) perform other functions assigned to it by this Statute or by other legal provisions. Article 7 badges, the order has the right to adopt and use symbol, flag and seal themselves, depending on the model adopted in the representative Council, upon proposal of the Board of Trustees. SECTION II Members article 8 Categories the order has the following categories of members: a) statutory auditors; b) members trainees; c) honorary members.
PRESIDENCY of the COUNCIL of MINISTERS Article 12 9 1-statutory auditors statutory auditors Are those required to join in the respective list. 2-the provisions of the preceding paragraph also includes audit firms. Article 10 Members 1-interns Are trainees members those who have obtained approval in the entrance examination to order and are enrolled in professional training. 2-members interns can participate in and benefit from the social, cultural and scientific activity of the order and inform yourself of your activity. Article 11 honorary members-1 can be honorary members individuals or collectives, domestic or foreign, that exercising or having exercised the activity of recognised public interest to the profession, are worthy of such a distinction. 2-The honorary members can participate and benefit from the social, cultural and scientific activity of the order and inform yourself of your activity.
PRESIDENCY of the COUNCIL of MINISTERS 13 SECTION III subsection I General Bodies Bodies article 12 Organs Are national bodies of the order: a) the representative Assembly; b) electoral General Assembly; c) the Board of Governors; d) the Chairman; and) the Board of Trustees; f) the disciplinary board; g) Supervisory Board. Article 13 Deliberations 1-the deliberations of the collegiate bodies of the order shall be taken by simple majority, unless expressly provided otherwise in these bylaws, and recorded in the minutes. 2-In any collegiate bodies of the order, the respective President or who the substitute has the casting vote.
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Article 14 Exercise of positions 1-the exercise of executive functions, supervisory and disciplinary body of the order is incompatible with each other. 2-the position of the holder of the order is incompatible with the exercise of any functions in the civil service leaders and with any other function which check a manifest conflict of interest. 3-Notwithstanding the provisions of the following paragraph, the exercise of functions in the bodies of the order is free. 4-members of the order are entitled to compensation on the part of the order, for charges incurred, under the conditions laid down by the representative Assembly. SUBSECTION II representative Assembly article 15 representative assembly 1-the representative Assembly is composed of 45 members elected by universal suffrage, secret, and direct and in full exercise of their rights. 2-the election of the members of the representative Assembly is carried out by district schools, so as to ensure the proportional representation system and the highest average method d'Hondt method, apply the provisions of article 20, with the necessary adaptations. 3-Considered the number of permanent members susceptible to election in each school district, the lists should integrate also the alternate forecast, in number equal to the PRESIDENCY of the COUNCIL of MINISTERS 15 half the number of effectives, with a minimum of one and a maximum of three. 4-the members of the representative Assembly are representative of all statutory auditors who are individuals. 5-the representative Assembly elects, from among its members, the members of the Bureau, which consists of a President, a Vice-President and a Secretary. 6-in the absence or impediment of the President, their skills are carried out successively by the Vice President and by the Secretary. 7-the representative Assembly must meet in ordinary or extraordinary character sessions, designated, respectively, by representative assemblies or representative assemblies ordinary extraordinary. Article 16 Jurisdiction Compete, in particular, the representative Assembly, without prejudice to any other powers provided for in this Statute: a) to approve the acquisition and loss of membership honorary order; b) Enjoy the activity and performance of governing bodies; c) to approve the compensation to be allocated for the effective exercise of functions in the bodies of the order; d) approve annually the plan of activities and the ordinary and supplementary budgets, as well as the annual report on the performance of the tasks of the order, which includes the accounts of the previous financial year; e) to authorize the acquisition, disposal and encumbrance of real property, provided that such acts are not included in annual budget and activities plan duly approved;
PRESIDENCY of the COUNCIL of MINISTERS 16 f) Adopt, by an absolute majority, the amount of quotas and fees and fees to be charged for services rendered; g) approve and issue recommendations on motions concerning professional or technical Association,; h) decide on the proposals for a regulation and examination and registration of training and respective changes to be approved by the Member of Government responsible for the area of finance; I) Approve the electoral regulation, the regulation of regional services in the North, the disciplinary regulations and other regulations, with the exception of Congressional regulation of Auditors, as well as the respective amendments; j) deliberating on amendments to these bylaws; k) decide on all matters which are not included in the specific skills of the remaining bodies of the order. Article 17 Provisions common to all sessions of the representative assembly 1-representative Assembly must be convened by the President, upon your written communication to its members, at least 15 days, and the order of the day and the location shown on the notice of convocation. 2-subject to the following paragraph, the representative Assembly meetings start on time on call, with the presence of more than half of its members. 3-When is not present the minimum number of members provided for in the preceding paragraph, the session starts half an hour later, with the presence of any number of PRESIDENCY of the COUNCIL of MINISTERS 17 members.
4-the Member representative Assembly may be represented by another Member representative Assembly, however, this represent more than three other members. 5-as an instrument of voluntary representation is necessary a written document, properly signed, addressed to the Chairman of the Board that is filed in Order for a period of five years. 6-the representative Assembly can only deliberate on matters included in its agenda. 7-statutory auditors who wish to submit any matter to the representative Council should apply to the President, with the advance of at least 10 days from the date of the meeting, who can sign up on the agenda. 8 consider convenient and appropriate to your appreciation, the Chairman of the Board performs the respective addition, being the compulsory if required by at least one-tenth of the statutory auditors on the full enjoyment of their rights. 9-the addition to the agenda must be brought to the attention of the members of the representative Assembly in the three days immediately following the formulation of the application for registration. 10-the table of the representative Council shall establish respective regulation organ project, for approval by the representative. 11-the deliberations of representative Assembly are made known to all statutory auditors.
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Article 18 annual representative assembly 1-the annual representative Assembly meets, convened by the Chairman, to enjoy the activity and performance of the corporate bodies, approve the compensation to be allocated for the effective exercise of functions in the bodies of the order and approve the plan of activities and the budget. 2-the representative Assembly brings together until the end of March to discuss and vote on the report of the Board of Trustees of carrying out the tasks of the order, which must include the accounts for the previous period, as well as, in essence, information on the implementation of the plan of activities for the period under consideration. 3-the representative Assembly meets in December to discuss and vote on the plan of activities and the regular budget for the following year, except in the case of elections, in which gathers in the 30 days following the inauguration. 4-the annual representative Assembly it is also to give an opinion on any other matters included on the agenda. Article 19 extraordinary representative Assembly representative Assembly meets for determination of extraordinary President:) where the Chairman and top boards, Trustees, discipline or the tax deemed necessary; (b)) When the required one-third of its members or one-tenth of the statutory auditors on the full enjoyment of their rights; (c)) where the best interests of the order advise.
PRESIDENCY of the COUNCIL of MINISTERS 19 SUBSECTION III electoral General Assembly article 20 electoral General Assembly 1-the Board of the general meeting is made up of the same electoral members of the representative Assembly. 2-are not allowed to vote in electoral General Assembly statutory auditors who are not in full enjoyment of their rights. 3-the members of the representative Assembly are elected every three years in electoral General Assembly, to be held for that purpose in November, starting the respective mandate in the day 1 January of the following year. 4-the vote is carried out: a) in person, working to that end, polling stations for a period of 12 hours, at Headquarters and in the regional facilities; b) By mail. 5-the election results must be released until three days after the completion of voting and on the same date is marked new Assembly for election of the unelected bodies in the previous ballot, which must be held within 30 days. 6-the elected members took office before the President of the Board of the general meeting, to which also the respective requests for depositions. 7-the electoral General Assembly can be convened extraordinarily if the need for early elections or to the dismissal of members of the PRESIDENCY of the COUNCIL of MINISTERS bodies 20.
Article 21 Racing Skills, in particular the electoral General Assembly, without prejudice to any other powers provided for in this Statute: a) electing and dismissing the members of the representative Assembly; b) electing and dismissing the members of the Board of Governors; c) elect and dismiss the Chairman and the other members of the Board of Trustees; d) electing and dismissing the members of the disciplinary board; e) electing and dismissing the members of the Supervisory Board. Article 22 Election of the holders of the organs 1-members of the representative Assembly, the Chairman and the members of the Board of Directors, fiscal discipline and are elected by the General Assembly, through secret ballot, with your three-year term. 2-the mandates of the Chairman and of the Presidents of the remaining bodies of the Order shall be renewable only once. 3-the vote focuses on lists by governing bodies, except the Chairman, whose election is made through your integration into the list of the Board of Trustees, in which figure as President. 4-The lists should be disclosed until 15 days before the date fixed for the general meeting.
PRESIDENCY of the COUNCIL of MINISTERS 21 5-except for the case of the election of the members of the Board of Governors, it is considered elected the list: a) Being only, obtains an absolute majority of the votes cast at the general meeting; b) not only, get the most votes, as long as it's higher than the sum of the spoilt ballot papers and white. Article 23 further performance of the social positions of previously elected members remain in Office until they take possession of the new members who will succeed them. Article 24 electoral Regulation representative Assembly approves the electoral regulation, on a proposal from the Board of Directors and in accordance with this Statute. SUBSECTION IV Board of Governors Board of Governors article 25 1-the Board of Governors consists of 15 statutory auditors in Office, distributed by constituencies in proportion to the number of statutory auditors with an address for service in each of them. 2-the districts in which the number of statutory auditors not reach enough to match a delegate are aggregated with other districts to reach the PRESIDENCY of the COUNCIL of MINISTERS 22 minimum number necessary. 3-the election of the members of the Board of Governors is carried out by district schools, so as to ensure the proportional representation system and the highest average method d'Hondt method, apply the provisions of article 20, with the necessary adaptations. 4-The lists should, on the basis of the number of permanent members susceptible to election in each school district, integrate also alternates, in number equal to half the number of effectives, with a minimum of one and a maximum of two. 5-In case of permanent impediment or vacancy of the position of any Member, for your replacement is called the reviewer who in its list of the same electoral college figure immediately following. 6-it is considered permanent deterrent to unjustified lack the three consecutive meetings of the Board of Governors. 7-the Board of Governors shall elect from among its members: a) the President; b) Vice President; c) two Secretaries. Article 26 1 Competence-the Board is the supervisory body responsible for giving advice on: a) the plan of activities and the ordinary and supplementary budgets and respective reports; b) the establishment of technical committees and the fixing of remuneration and other allowances of the respective members;
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c) all regulations must be subject to assessment of the representative Assembly; d) the annual training plan to be submitted by the Board of Directors; and) all matters which are submitted by the Chairman and governing councils, and fiscal discipline; f) the amount of the dues, taxes and fees and on the compensation to be allocated for the effective exercise of any Office in the bodies of the order; g) Appreciate the capabilities of the decisions of the disciplinary board. 2-it is the Board of Governors: a) Enjoy and instruct the processes of acquisition and loss of quality of honorary members of the order, on its own initiative or of the Board of Trustees, as well as submit their proposal to the plenum compound by the Bureau of the Assembly and by the members of the remaining bodies of the order, to appear prior to the deliberation in the representative Council; b) Supervise the legality of the activity exercised by bodies of the order; c) Check the legal or statutory compliance in advance of the internal referendums; d) Exercise all other functions set out in the law of public associations in part for the supervisory organ. 3-the Board of Governors shall draw up and approve your Regiment.
PRESIDENCY of the COUNCIL of MINISTERS 24 Article 27 1 Meetings-the Board of Governors meets: a) convened by your President or, on this deterrent, your Vice President; b) at the request of at least five of its members. 2-the meetings of the Board of Governors attend, without the right to vote, the Chairman and the Chairmen of other bodies of the order. 3-every time I understand, the Board may request the presence and hearing of honorary members in their meetings. SUBSECTION V Chairman article 28 1 Chairman-the Chairman is the President of the order and, by extension, President of the Board of Trustees. 2-In case of permanent impediment or vacancy of the post, the Chairman of the General Assembly assumes interim Chairman Functions, without prejudice to the provisions of paragraph 2 of article 30, until the expiry of the mandate, if Miss less than a year for your conclusion, or even that new election. Article 29 1 Competence-the Chairman: a) represent the order, in court and out of it;
PRESIDENCY of the COUNCIL of MINISTERS 25 b) Direct order services; c) presiding over the Board of Directors; d) Drive the order; and presiding over the Congress of) statutory auditors; f) Exercise any other powers which the law and the regulations you check. 2-the Chairman may delegate powers to the Vice President of the Board of Directors, without prejudice to the provisions of paragraph b) of paragraph 1 of article 5. SUBSECTION VI Board of Directors article 30 1 Board-the Board of Directors consists of: a) A President, who is the Chairman; b) a Vice-Chairman; c) five vowels. 2-In case of permanent impediment or vacancy of the post: a) the President shall be replaced by the Vice President; b) the Vice-President is replaced by a voting member appointed by the Chairman; c) The vowels are replaced by three alternates in accordance with the respective order of seniority, which should be elected together with the Vice President and the vowels. 3-it is considered permanent impediment to miss without justification the four compulsory and consecutive meetings of the Board of Trustees or the two consecutive sessions of the PRESIDENCY of the COUNCIL of 26 MINISTERS. Article 31 1-Jurisdiction The Board competes exercise the powers of order and the tasks expressly set out in these regulations, leaving her especially: a) to make proposals for amendment of the code of ethics, to be submitted to the approval of the Assembly representative, for subsequent submission to the competent legislative body; b) elaborate and submit proposals for regulations as well as the respective amendments, subject to approval by the representative Assembly; c) monitor compliance with the provisions concerning incompatibilities and impediments inherent to the exercise of the function; d) Charge the revenues of the order and authorize expenditure; and annually to the representative Assembly) propose the amount of the dues, taxes and fees to be charged by order; f) submit to the representative Council activities and plan regular and supplementary budgets; g) Organize the services of the order; h) Organise, keep up to date and publish electronically register of Auditors containing, inter alia, the elements relating to your professional activity, positions performed in order, praise received, suspension and cancellation of the registration and disciplinary and penal sanctions; I) Perform, at least every three years and once during your term of Office, the Congress of the statutory auditors and appoint the Organizing Committee, your PRESIDENCY of the COUNCIL of MINISTERS 27 which elaborates the regulation from Congress and the respective programme; j) approve the creation of technical committees, the definition of its functions and the respective remuneration and other allowances of the members; k) Develop the actions necessary to the implementation of the examination, and registration stage, through an examining Board, a Commission and a Committee of registration; l) to approve the additional guidelines for auditing of technical standards; m) Ensure legal services functions in order, in particular in emerging issues by statutory auditors exercise their functions; n) Develop the actions following the application of disciplinary sanctions; the) Propose the lawsuits are necessary to defend and further the interests of the order and its members; p) propose to the representative Assembly to hold referendums on issues sufficiently relevant to the practice of the profession; q) Prepare report of carrying out the tasks of the order, including the accounts at the end of each period to present to the representative Council and other entities defined by law. 2-The Board competes in general practice the other acts leading to the achievement of the tasks of the order and take decisions on all matters which are not the exclusive competence of other organs. 3-the Board of Directors shall draw up and approve your Regiment.
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Article 32 1 Operation-the Board of Directors may only deliberate with the presence of at least four of its members, one of them being the President or the Vice President. 2-the Board of Directors meets every fortnight and mandatory whenever your President the summon. SUBSECTION VII disciplinary Council article 33 disciplinary board 1-the Disciplinary Council consists of five members, with a Chairman and four other members. 2-Jointly with the permanent members should be elected two alternates, to replace them, in order of seniority, in case of permanent impediment or vacancy of the post. 3-it is considered permanent impediment to Miss two consecutive meetings unjustified of the disciplinary board. Article 34 1 Competence-the Disciplinary Council is an independent body in the performance of their duties, to which competes the) judge, in: 1st instance, disciplinary infractions committed by statutory PRESIDENCY of the COUNCIL of MINISTERS of 29 members and accounts trainees; b) give an opinion on complaints of companies or other entities to whom the audit services of matters related to the performance of their duties; c) make the inquiries that are expressly set out in these regulations or any other requested by other agencies; d) propose to the Governing Council the legislative or administrative measures in order to fill gaps or interpret your material competence. 2-the disciplinary board shall prepare and approve your Regiment. Article 35 1-Operation the Disciplinary Council convened by the President and meets can only deliberate with the presence of this and at least two of his vowels. 2-the Disciplinary Committee may assist in the performance of their duties by legal experts. SUBSECTION VIII fiscal Council article 36 1-Audit Committee the Audit Committee consists of a President and two members, one of them the function of statutory auditor. 2-Jointly with the permanent members should be elected a Deputy, that the overrides in case of permanent impediment or vacancy of the post.
PRESIDENCY of the COUNCIL of MINISTERS 30 3-permanent impediment to unjustified absence at three consecutive meetings of the Supervisory Board or the two consecutive sessions of the Assembly. 4-the Supervisory Board can only deliberate with your President and at least one of their vowels. 5-the Audit Committee meets ordinarily once a quarter and extraordinarily whenever the President or the two vowels together convene. 6-it is for the President to coordinate the work of the Supervisory Board, without prejudice to, jointly or separately, the members of this Council to carry out acts of verification and inspection they deem convenient for supervisory obligations. Article 37 1-Competence of the Supervisory Board: a) monitor compliance with the law, statutes and regulations, as well as the deliberations of the assemblies; b) Supervise the management and operation of the order; c) Develop your supervisory action report and formulate an opinion on the report and accounts of each financial year, to be submitted before 15 days prior to the representative Council for approval; d) summon the representative Assembly when the respective desk don't, being linked to the convocation. 2-the fiscal Council shall draw up and approve your Regiment.
PRESIDENCY of the COUNCIL of MINISTERS 31 3-For the performance of your role can the members of the fiscal Council, jointly or separately, attend meetings of the Board of Trustees where they consider it appropriate. 4-the members of the Supervisory Board are obliged: a) to participate in the meetings of the Supervisory Board, as well as in the meetings of the Board of Trustees to the President from even the summon or enjoy the accounts for the financial year; b) giving knowledge to the directive Council of the verifications and arrangements that have made and the results thereof; c) to inform, the first representative Assembly that, of all the irregularities and inaccuracies which they checked and, if not the clarifications they needed for the performance of their duties; d) request the convocation of representative Assembly whenever in the course of their duties are aware of facts or events that constitute serious irregularities, endanger the suitability or the prestige of the order. CHAPTER II internal Referendums article 38 1-Object order can promote, at national level, internal referenda to its members, with binding character, intended to submit the vote the issues that the Board, after receiving the assent of the Board of Governors consider sufficiently relevant to the practice of the profession.
PRESIDENCY of the COUNCIL of MINISTERS-32 2 the issues shall be formulated clearly and for Yes or no answers. Article 39 1 Organization-it is the Board of Directors, after hearing the Board, fix the date of the referendum inside and organize the respective process for submission to the representative Council. 2-the content of the questions to be submitted to a referendum is released with all members of the order and must be subject to clarification and debate meetings, no deliberative character in headquarters and regional offices. 3-Notwithstanding the provisions of the following paragraph, the amendments to the issues to be subjected to internal referendum should be directed in writing to the Board of Directors, during the period of clarification and debate, being the respective duly identified subscribers. 4-internal referendum proposals endorsed by at least one-tenth of the statutory auditors on the full enjoyment of their rights cannot be subject to change. Article 40-1 Effects the binding effect of the internal referendum depends on the number of voters is more than half of the statutory auditors on the full enjoyment of their rights. 2-internal referenda results are disclosed by the Board after counting all the votes.
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CHAPTER III Scope of practice of Auditors section 1 subsection I Functions Functions of public interest article 41 own Acts of statutory auditors in the exercise of public functions 1-Are exclusive powers of the statutory auditors, while acts themselves, the following functions in the public interest: a) the statutory audit, the audit the accounts and related services , companies or other entities, as defined in the following article; b) the exercise of any other functions that by law require the intervention and autonomous statutory auditors on certain acts or facts sheet of enterprises or of other entities. 2-also constitute acts of statutory auditors themselves, any other functions in the public interest that the law give them as exclusive powers.
PRESIDENCY of the COUNCIL of MINISTERS article 42 34 Audit audit activity accounts to the accounts is part of the examinations and other services related to the accounts of companies or other entities performed in accordance with auditing standards in force, comprising: a) the statutory audit carried out in compliance with legislative provisions and in the context of the supervisory mechanisms of the entities or companies in revision object that the appointment of a statutory auditor of Auditors; b) auditing the accounts carried out in fulfillment of statutory or contractual, legal provision; c) services related to the referred to in paragraph 1(a) above, where they have a purpose or a specific or limited scope. Article 43 entry for 1-firms or other entities shall be subject to the intervention of statutory auditor, as part of his duties for auditing the accounts defined in the preceding article, when: a) results of statutory or contractual, legal provision; b) own or should have organised accounting in accordance with the applicable accounting referential and comply with the requirements laid down in paragraph 2 of article 262.º of Código das Sociedades Comerciais. 2-By Ordinance, may be excluded from the entry for the preceding paragraph mentioned companies or other entities considered inactive or economic and social dimension of the PRESIDENCY of the COUNCIL of MINISTERS 35 not relevant for the purposes of these regulations. 3-the provisions of paragraph 1 shall be without prejudice, where applicable, the powers conferred in this matter to the Court of Auditors or to any public administration. Article 44 the statutory Processing 1-statutory audit is performed by the statutory auditors to the effect have been elected or appointed, as appropriate, by the competent organs of the undertakings or entities which are object of such review, in accordance with the legal provisions applicable to those entities. 2-statutory auditors carrying out the statutory audit of the supervisory body of the audited entity or act independently, in accordance with the applicable legal provisions. 3-the exercise of statutory audit implies that statutory auditors stay subject to complex powers and duties specifically assigned to them by the legal provisions governing companies or entities that are object of such a revision, without prejudice to your rights set out in title II. 4-in enterprises or other entities subject to the statutory audit is required the legal certification of accounts, to be issued solely by the statutory auditors carrying out those functions. Article 45 legal certification of accounts 1-resulting from the exercise of statutory or whenever, by its own autonomous intervention of Auditors under the Act, be payable opinions or advice on certain acts or facts sheet involving examination of the accounts of companies or other entities, is issued, with the adjustments that this PRESIDENCY of the COUNCIL of MINISTERS 36 case are due , legal certification of accounts. 2-the legal certification of accounts expresses the auditor's opinion that the individual and consolidated financial statements or present, or no, a true and fair view of the financial position of the company or other entity, as well as the results of operations and cash flows, on the date and the period to which they relate in accordance with the financial reporting structure identified and, where appropriate, that the financial statements relate, or not, the applicable legal requirements. 3-the legal certification of accounts must conclude by expressing an opinion with or without reservations, an excuse, an adverse opinion, with or without accents, in accordance with the procedures defined in audit standards in force. 4-When the separate financial statements of the parent company are attached to the consolidated financial statements, the legal certification of the consolidated accounts can be combined with the statutory annual accounts of the parent company. 5-Verified the absence, insufficiency or significant matter of concealment, the statutory auditors shall issue a declaration of impossibility of legal certification, and may only be issued to legal certification of accounts at a later date if you come to verify that, however, the accounts have been provided or supplied the weaknesses identified in the said statement of impossibility. 6-the legal certification of accounts and a declaration of impossibility of legal certification are subject to the right to information and the registration and publication in accordance with the respective law. 7-the legal certification of accounts, in any of its modalities, as well as the Declaration of impossibility of legal certification, are endowed with public faith and can only be challenged by judicial process when accused of falsehood.
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8-The lawsuits intended to argue the falsity of the legal certification of accounts or of the impossibility of legal certification must be proposed within 120 days of the deadline for the registration of accountability or, when required, for your publication on the Internet Web site for public access, or the time limit for publication that legally override or, if earlier, the certification or declaration of impossibility of certification by any other way. 9-in the case of distribution or public offerings of other operations in the regulated market, the time limit referred to in the preceding paragraph is counted from the date of termination of the operation. 10-apply to the auditor's report of the issuers of securities admitted to trading on a regulated market the scheme established for the legal certification of accounts, without prejudice to the provisions of the Código dos Valores Mobiliários. 11-the subject of this article is the subject of regulations through auditing standards, you must comply with the international auditing standards, unless: the per-object relation) that is not regulated by international audit standard; b) the imposition of procedures or requirements in addition to audit or, in exceptional cases, short of international auditing standards, course of specific legal requirements as to the scope of the statutory audit. Article 46 statutory audit of consolidated accounts 1-in the case of statutory audit of consolidated accounts of a group of undertakings: a) the group auditor has sole responsibility for certifying PRESIDENCY of the COUNCIL of MINISTERS legal 38 accounts consolidated accounts; b) the group auditor must perform and keep your documentation analysis of revision work carried out by third country Auditors, Chartered Accountants, audit entities of third countries or audit firms, for the purposes of review or audit of the Group; c) whenever a part of a group of companies is examined by one or more auditors or by one or more audit entities from a third country with which there is no cooperation agreement, the group auditor is responsible for ensuring proper delivery, when requested, to the National Audit supervision , hereinafter referred to as the CNSA, the documentation relating to your analysis of the audit work performed by the auditor or auditors or by another entity or third-country audit entities, in particular the relevant working documents for review or audit of the group. 2-the documentation retained by the group auditor of companies, pursuant to the preceding paragraph, shall be sufficient for the CNSA examine properly the work of the statutory auditor of the group. 3-to ensure delivery referred to in point (c)) of paragraph 1, the group auditor must keep a copy of this documentation or, Alternatively, be agreed with the auditor or auditors of the third country or other entity or third-country audit entities the proper access and no restrictions, when prompted, or take any other appropriate measures.
PRESIDENCY of the COUNCIL of MINISTERS 39 4-in the cases referred to in the preceding paragraph, if there are any legal impediments or other transmission of the working documents of the review or audit of a third country to the group auditor, the documentation kept by the group auditor should contain evidence that the reviewer made the appropriate arrangements for access to the audit documentation and in the case of impediments other than those arising from the legislation of the third country, evidence of this impediment. Article 47 Reports following the completion of the audit, audit-related services to the accounts, as well as other functions that by law require the intervention and autonomous statutory auditors on certain acts or facts sheet of companies or other entities, must be issued report describing the nature and extent of the work and its conclusion in accordance with auditing standards in force. SUBSECTION II other functions article 48 other functions Are also duties of the statutory auditors, outside the scope of public interest functions, the exercise of the following activities: a) Teaching; b) members of audit committees and audit bodies or supervision of companies or other entities;
PRESIDENCY of the COUNCIL of MINISTERS 40 c) consultancy and other services within the scope of matters relating to your professional training and skills, including evaluations, valuations and arbitrations, reorganization and restructuring of companies and other entities, financial analysis, economic and financial feasibility studies, training, studies and opinions on accounting matters, review of tax returns, preparation of studies , opinions and other support and advice on fiscal and quasi-fiscal matters and review environmental and sustainability reporting, since performed with hierarchical and functional autonomy; d) the insolvency Administrator and liquidator; e) administrator or Manager of companies reported by audit firms. SECTION II form of exercise of the functions and work area 1 Arrangements-article 49 the statutory auditor performs the functions referred to in this Statute in full functional independence scheme and hierarchical relation to companies or other entities who provides services, and may pursue your activity in one of the following situations: a) individually; b) as a partner of the audit firm; c) Under contract with a registered auditor individually or with an audit firm.
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2-for the purposes of these regulations, it is considered that the statutory auditors or members of audit firms shall carry out the functions it contemplated, including the functions provided for in the previous article, in exclusive dedication when not simultaneously bound by an employment contract or another link that implies some form of hierarchical subordination , outside the scope of these functions, the other company or entity. 3-statutory auditors whose activity is exercised pursuant to c) of paragraph 1 may exercise the functions referred to in this Statute in no exclusive dedication, for a maximum period of three years from the date of conclusion of the first contract for the provision of services. 4-the contract referred to in subparagraph (c)) of paragraph 1 must be previously registered in the order, observing, on the applicable, the provisions of paragraph 2 of article 53. 5-Only the statutory auditors carrying out the functions referred to in this Statute in exclusive dedication, as well as audit firms in which all the partners are under those conditions, can hire official Auditors pursuant to c) of paragraph 1. Article 50-1 Designation the designation of statutory auditors or audit firm for the statutory audit of companies or other entities related to the general meeting or the one who has competence to that end, in accordance with the applicable legal provisions. 2-in the absence of any proposal for appointment of statutory auditor rests with the Chairman of the general meeting or, in the absence of this, the present holder of the largest partner capital participation, or, with equal participation, meet, PRESIDENCY of the COUNCIL of MINISTERS successively 42, the greater antiquity of the partner and age. 3-the appointment of statutory auditor or audit firm between two assemblies is the responsibility of the respective table and, in your absence, the Board of Directors, and shall be subject to ratification by the General Assembly following, under penalty of termination of the contract by the statutory auditor, without prejudice to the right to the remuneration corresponding to the period in which he served. 4-the appointment of statutory auditor or audit firm for issuers of securities admitted to trading on a regulated market shall be governed by the provisions of the commercial companies code and in the code of securities and the rules adopted by the securities market Commission (CMVM). 5-the lack of designation of Auditor, within 30 days, shall be communicated by the respective governing body to order in 15 days later and implies the transfer to this power of appointment. 6-non-compliance with the provisions of the preceding paragraph shall be subject to the governing body the responsibilities provided for in article 72 of the Code of commercial companies and in identical legal provisions relating to other companies or other entities, without prejudice to keep the requirement for statutory audit of the company or other entity by a registered auditor , to designate ex officio by the same order, if applicable. 7-the appointment of statutory auditors or audit firm for the statutory audit of companies or other entities and your registration in the Registry Office competent for registration are valid only in the case of those have given your express consent in writing.
PRESIDENCY of the COUNCIL of MINISTERS 43 8-the appointment of statutory auditors or audit firm for the exercise of any other public interest functions that require your own autonomous intervention is made in accordance with the applicable legal provisions. Article 51 the statutory auditors carrying out your activity throughout the national territory and may also exercise it in the territories of other States, in accordance with the procedure established by the respective legislation. TITLE II professional status chapter I rights and duties section I specific rights and duties Article 52 1-specific rights and duties in the exercise of statutory audit, the statutory auditor: a) Elaborate document of legal certification of accounts, in one of his modes, or statement of impossibility of legal certification; b) draw up any other reports arising from legal or statutory requirement, in accordance with the standards or the recommendations issued by the order;
PRESIDENCY of the COUNCIL of MINISTERS 44 c) Endorse the report and opinion of the supervisory organ in which they integrate, subject to explanation of vote, if the understanding; d) where appropriate, require the convening of the General Assembly alone, when the Supervisory Board, and must do it, didn't do it. 2-in the exercise of any other public interest functions by law require the involvement of its own and of statutory auditors, in which there is no obligation to issue certifications or reports, should observe the same auditing standards in force that may be applicable to the case. 3-in the exercise of functions in the public interest, can the auditor request to third parties information about contracts and accounts between these movements and the companies or other entities where it exercises functions arising for purchases, sales, deposits, liabilities for acceptances and guarantees or any other operations, to that end, rely on your quality, which can be proven If necessary, the presentation of the professional certificate. 4-in case of failure to reply within 30 days, or inadequate, the Auditor can examine directly the writing and documentation of the company or entity requested, although circumscribing the elements test requests. 5-If the actions referred to in the preceding paragraph is made difficult, the statutory auditor may request in writing to obtain the same information by legally competent entity, which, for this purpose, when the case warrants, charges a fee to the company or other entity.
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SECTION II article 53 1 contractual Link Contracts-the statutory auditor performs his duties of auditing the accounts pursuant to legal provisions, statutory or contract, under contract to provide services, in writing, to be concluded within 45 days from the date of the appointment. 2-the contracts referred to in the preceding paragraph have as reference the model set by the order, specifying the nature of the service, your length and corresponding fees. 3-the nullity of the contract for non-compliance in written form is not enforceable against third parties in good faith. Article 54 Tenure and rotation 1-statutory auditors assigned to the exercise of the statutory audit are irremovable before the expiry of the mandate or in the absence of any indication of this or contractual provision for periods of four years, except with your express agreement, expressed in writing, or verified cause indictable in accordance with the commercial companies code and legislation related to other companies or other entities.
PRESIDENCY of the COUNCIL of MINISTERS 46 2-In public-interest entities the maximum period of Office for audit partner responsible for guidance or direct execution of the statutory audit is seven years from the date of your appointment, and may be designated again after a minimum period of two years. Article 55 1 ancillary obligations-companies or other entities with statutory auditors conclude service contracts relating to the exercise of public functions are required to communicate to the order, within 30 days after the conclusion of the same: a) the name of the statutory auditor or audit firm; b) the nature and the duration of the service. 2-the termination of the contract by the company or other entity to which the statutory auditors provide services is communicated through that the order within 30 days of the same and with indication of the grounds therefor. 3-If the resolution referred to in the previous paragraph is based in fact attributable to the statutory auditors, shall order, by the lack of grounds for such, obtain judicially the Declaration of lack of grounds of termination of the contract. Article 56 providing elements for audit firms at the request of companies or other entities with which there are service contracts, the audit firm provides free: a) dead ringer and updated of the respective statutes;
PRESIDENCY of the COUNCIL of MINISTERS 47 b) by the Certificate Order demonstrating that is at full capacity of professional practice. Article 57 statutory auditor supervisor or executor for each contract to provide services in the exercise of functions of auditing the accounts pursuant to legal provisions, statutory or contract, is assigned at least one statutory auditor either individually or as a partner of audit firm, or a chartered accountant acting pursuant to paragraph 1) article 49 responsible for guidance or direct execution of your compliance. Article 58 the duties of communication 1-the statutory auditors shall communicate to the order, within 30 days, the onset and termination of all contracts to provide services relating to the exercise of public functions. 2-statutory auditors shall provide the order, under the conditions that may be established by the Board of Directors, information professional activity exercised annually, containing the identification of customers, the characterization of the functions, the certifications of bills issued, the fees billed and the period to which they relate.
PRESIDENCY of the COUNCIL of MINISTERS 48 SECTION III article 59 Fees fees and reimbursement of expenses 1-exercise by the statutory auditor of the functions provided for in this or other legislation entitles the fees payable by the company or other entity to whom service, under the conditions laid down in respective contracts. 2-in addition to the fees, the statutory auditors are entitled to be reimbursed by the companies or other entities who provide services, transport and accommodation expenses and any other carried out in the performance of their duties. Article 60 fixing 1 fees-in the exercise of any of the functions provided for in article 41, the fees shall be fixed between the parties, taking into account criteria of reasonableness that meet, in particular, the nature, extent, depth and time of the work required to implement a service in accordance with auditing standards in force. 2-the determination of the time of the work required for the implementation of a service review/audit in accordance with auditing standards in force is the subject of the regulation of the Board of Trustees. 3-in the exercise of any other functions provided for in this Statute or other legislation, the fees shall be fixed between the parties, taking into account the criteria set out in the preceding paragraphs. 4-the auditor designated substitute, when assuming the PRESIDENCY of the COUNCIL of MINISTERS exercise 49
effective of the statutory audit, is entitled to the fees that would compete for a member to replace. 5-in the exercise of the functions of statutory auditors, the remuneration of the statutory auditor can never be lower than any of the other members of the supervisory bodies including. 6-in the exercise of public functions, the fees of the Auditor can never jeopardize your professional independence and the quality of your work, nor be influenced or determined by the provision of additional services to the company or other entity object of review or audit, or be in kind and not be quotas or variables in the light of the results of the work performed. SECTION IV article 61 professional professional Ballot Ballot 1-the statutory auditor is entitled to a professional model ballot to approve by the Board of Directors, which serves as proof of your quality and inscription in the list of Auditors. 2-the evaluation of a voluntary suspension or cancellation process requires the prior return of the professional certificate. 3-in the case of compulsive suspension or cancellation, the professional card should be returned no later than eight days from the date of notification of the decision in the process and final and, in all other cases, notification to that effect made the statutory auditor by registered letter with warning of reception. 4-The trainee members are entitled to a certificate of the model adopted by Board of Trustees, which is returned in case of interruption, withdrawal, exclusion or term of the PRESIDENCY of the COUNCIL of MINISTERS 50.
5-The honorary members are entitled to a ballot and under the conditions to be approved by the Board of Directors. 6-In case of refusal to return of the ballot, the order can promote the respective judicial. 7-in the case of reinstatement, new ballot is issued. Section V Obligations article 62 Duty in General 1-members of the order should contribute to the prestige of the profession, playing with zeal and competence, avoiding any act contrary to the dignity of the same. 2-statutory auditors must exercise your professional activity with independence, accountability, competence and courtesy, in accordance with the law and applicable regulations, audit standards in force, the rules on information and publicity and professional confidentiality, respecting your customers, colleagues, and other entities, by adopting a conduct that never put into question the reputation and the good name of the profession. 3-With a view to the permanent updating of their knowledge, the statutory auditors shall attend vocational training courses to promote the order or by this recognized, in accordance with the fix in regulation. 4-For ethical and disciplinary reasons, the statutory auditors must PRESIDENCY of the COUNCIL of MINISTERS 51 allow consultation of bookkeeping or accounting books and professional documentation, upon notification of the order, through the Board of Trustees or of the disciplinary board. 5-statutory auditors must organize, the pursuit of each of the functions in the public interest, a process instructed according to the audit standards in force, and in particular with the evidence of the work done and with the explanation of the relevant conclusions that are based to formulate your professional opinion, in order to issue the legal certification of accounts , the opinion or the audit report, as well as with documentation of all significant risks that may compromise your independence and protection measures applied to limit these risks. 6-the procedures referred to in paragraph 1 shall be kept for a period of five years. 7-statutory auditors shall make available to its customers, preferably through own site on the Internet, the information provided for in article 20 of Decree-Law No. 92/2010 of 26 July in all aspects that do not contradict the specifics of the profession, and should this issue be subject to Regulation by the Board of Directors. Article 63 Duty of preparing and disseminating the transparency report 1-statutory auditors and audit firms that perform audit the accounts of public-interest entities, as defined in article 2 of Decree-Law No. 225/2008, of November 20, as amended by Decree-Law No. 71/2010 of 18 June shall publish on your website, within three months of the end of each financial year, an annual report on transparency, which should include, at least: PRESIDENCY of the COUNCIL of MINISTERS the 52) a description of the legal structure and ownership; b) where the audit firm belongs to a network, a description of the network and the legal and structural arrangements in the network; c) a description of the governance structure of the audit firm; d) a description of the internal quality control system of the audit firm and a statement issued by the administrative organ or direction regarding the effectiveness of your operation; e) an indication of when the last quality control verification referred to in article 70; f) a listing of public-interest entities for which the audit firm held in the previous financial year, a statutory audit or audit imposed by legislative provision; g) a statement of the practices of independence of the audit firm, which also confirm an internal review of the conformity of these practices of independence; h) a statement on the policy followed by the audit firm concerning the continuing education of statutory auditors; I) financial information showing the importance of the audit firm, and in particular the total turnover divided by fees earned by statutory individual and consolidated and the fees charged for other assurance services, tax advisory services and other services unrelated to the audit; j) information as to the remuneration of shareholders base.
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2-reasoned request of a statutory auditor or an audit firm, the CNSA may authorize non-disclosure of the information referred to in point (f)) of the preceding paragraph, to the extent necessary to mitigate an imminent and significant threat to the personal safety of any person. 3-the transparency report shall be signed by the statutory auditor or audit firm, as the case may be, and may this signature should be made in particular for electronic signature as laid down in the law. Article 64 Obligation of communication to the supervisory body 1-statutory auditors or audit firms that perform audit the accounts of any public-interest entity shall: a) Confirm annually in writing to the Audit Committee, the Audit Committee or to the General and supervisory board, as the case may be, your independence in relation to the audited entity; b) Communicate annually to the Audit Committee, the Audit Committee or to the General and supervisory board, as the case may be, all additional services provided to the audited entity; and c) examine the Audit Committee, the Audit Committee or the General and supervisory board, as the case may be, the threats to your independence and the safeguards applied to mitigate those threats, documented in accordance with paragraph 5 of article 62. 2-the communications referred to in subparagraphs (a) and (b))) the preceding paragraph shall be CHAIR of the BOARD of MINISTERS 54 made prior to the drafting of the legal certification of the accounts of the entity concerned.
Article 65 1 professional domicile-The members of the order have your professional domicile in the place that the record. 2-members of the order shall notify it, within 30 days, any change of your professional or home professional domicile indicated in accordance with paragraph 4 of article 171. 3-the professional domicile cannot, in any case, be in the form of a post-office box, mailbox, email address or equivalent. 4-Notwithstanding the preceding paragraph:) all applications, communications and notifications or declarations relating to the profession, between the order and the statutory auditor or audit firm, with the exception of those relating to disciplinary procedures, are carried out by electronic transmission of data via the electronic one-stop-shop, accessible via the Internet Web site of that; b) the production of documents in a simple way in accordance with the preceding paragraph eliminates the consignment of original documents, authentic, authenticated or certified, without prejudice to the provisions of points (a)) and c) of paragraph 3 and in paragraphs 4 and 5 of article 7 of the Decree-Law No. 92/2010 of 26 July; c) where it is not possible to comply with the provisions of subparagraph (a)), for reasons of unavailability of electronic platforms, as well as in cases where the person concerned does not have the means to access the same, the transmission of information in question may be made by delivery in order for PRESIDENCY of the COUNCIL of MINISTERS 55 shipment by mail under registration , by fax or by email;
d) Are still applicable to procedures that are carried out between the order and the statutory auditor or audit firm subparagraphs (a) (d)) and e) of article 5 and paragraph 1 of article 7 of the Decree-Law No. 92/2010 of 26 July. Article 66 observance of rules, warnings, and determinations of the order 1-Is the duty of members of the order to observe the rules, and notices her determinations issued. 2-lack of response by a member of the order, within 20 days, the two notifications, spaced at least 20 days and performed by registered post with acknowledgement of reception in relation to fulfilment of functional duties, constitutes grounds for disciplinary proceedings. Article 67 Performance of positions for election or designation of the order 1-statutory auditors must play the positions to which they are elected and accept the positions to which they are assigned in the order of consideration, unless otherwise justified. 2-non-compliance by auditors with the obligations concerning the pursuit of positions in bodies of the order or the other so that they have been elected or appointed by this leads to your dismissal of their respective positions, without prejudice to the corresponding disciplinary procedure. 3-in the case referred to in the preceding paragraph, the competent body for the PRESIDENCY of the COUNCIL of MINISTERS designation 56 as the resolution of impeachment.
Article 68 performance of professional functions by order designation 1-statutory auditors shall perform the functions for which they are designated professionals in order, in particular those referred to in paragraph 5 of article 50, unless there is any incompatibility or impediment. 2-the designation must be made between those who express interest in the performance of functions and, in your absence, by drawing lots. 3-the designation by drawing lots pursuant to paragraph 1 is applicable, to appreciate by a disciplinary board. Article 69 quota Payment, rates, fees and penalties Order members must pay the dues, fees and charges fixed by the representative Council as well as the fines applied to them by the competent organ, the dates and forms provided. Article 70 1 quality assurance-statutory auditors are subject to quality control, which is exercised by order, under the supervision of the CNSA, in accordance with the respective regulation and the applicable Community standards. 2-quality control of the activity exercised by statutory auditors in relation to public interest functions, must be exercised in accordance with the COUNCIL of MINISTERS PRESIDENCY 57 1 annual plan.
3-the quality of the activity exercised by statutory auditors, for functions that are not in the public interest, with the exception of teaching, consists, essentially, in the verification of compliance with the law and regulations approved by order. 4-in addition to the quality controls set out in the annual plan, are also subject to control, by resolution of the Board of Directors, statutory auditors and audit firms that, in the course of your professional activity: a) Reveal expresses unsuitability of human and material resources used in relation to the volume of services provided; b) Present strong evidence of non-compliance with legal rules or regulations or audit standards in force. 5-for the purposes of point (b)) of the preceding paragraph, it is assumed that there are strong indications of non-compliance with audit standards, whenever the time spent in the performance of the service or the fees charged by statutory auditors are significantly lower than those that would result from the application of the criteria laid down by article 60. Article 71 the duty of independence 1-On your professional activity the auditor should act free of any pressure or influence or interest and must avoid facts or circumstances that are likely to compromise your independence, integrity or objectivity, according to standards of a third objective, reasonable and informed.
PRESIDENCY of the COUNCIL of MINISTERS 58 2-the statutory auditor should refuse any work that can decrease your independence, integrity and objectivity, particularly when there is no financial, business relationship, business or other, such as the provision, directly or indirectly, additional services other than audit between the statutory auditor, the audit firm or the network and the audited entity by virtue of which an objective, reasonable and informed third party, would conclude that independence was compromised. 3-If the independence of the statutory auditor or audit firm is affected by threats, such as self-review, self-interest, representation, familiarity or trust or intimidation, the reviewer or adopt the necessary measures to ensure its independence, otherwise should not perform the audit. 4-The statutory auditor is prohibited from conducting the audit of public interest entities in cases of self-review or self-interest. 5-the risk of self-review exists in particular where a statutory auditor, an audit firm, an entity of a corporate network or a partner, Manager or your employee participates in the preparation of accounting records or financial statements of the client of the statutory audit. 6-the risk of personal interest exists in particular where the statutory auditor's independence may be threatened by a financial interest or by a conflict of personal interests of a different nature, in particular, by virtue of a direct or indirect financial participation on the client or an excessive dependence of fees payable by customer for the review of accounts or for other services.
PRESIDENCY of the COUNCIL of MINISTERS 59 7-The auditor of public-interest entities is prohibited the simultaneous delivery to these entities, audit and any of the following services: a) preparation of accounting records and financial statements; b) design and implementation of information technology systems in the accounting domain, unless this society take responsibility for global internal control system or the service is provided in accordance with the specifications defined by it; c) actuarial studies intended to register their responsibilities; d) assets assessment services or financial liabilities representing material amounts in the context of the financial statements and the evaluation involves a high degree of subjectivity; e) within the framework of Representation dispute resolution; f) selection and recruitment of senior management. 8-the duty of independence referred to in paragraphs 1, 2 and 3 shall apply: a) The statutory auditor and audit firm of which he is a partner; (b)) To other professionals involved in the audit. 9-the statutory auditor must ensure compliance with the provisions of this article, and should have an appropriate system of safeguards to address potential risks to your independence. 10-the prohibition to provide services referred to in paragraphs 4 and 7 also applies to audit firms, the respective partners and, yet, people PRESIDENCY of the COUNCIL of MINISTERS 60 group exhibitions that integrate the network to which the audit firm belongs.
11-for the purposes of these regulations, the concept of the network means the wider framework for cooperation, to which a statutory auditor or an audit firm, and that aims the sharing of profits or costs or to share in common property, control or management, common policies and procedures of quality control , the common strategy, the use of a common name or a significant part of professional resources. 12-The members or shareholders of an audit firm, as well as the members of the administrative and supervision of that company, or a subsidiary, should refrain from having any intervention in the execution of an audit, susceptible to compromise the independence and objectivity of the statutory auditor carrying out the audit on behalf of the audit firm. Article 72 name and mention of quality 1-statutory auditors serving individually must act with your name, and do it with a pseudonym or the impersonal title. 2-in all documents signed by a registered auditor in the performance of the tasks referred to in this Statute shall be compulsory indication of your quality, which can be expressed by the initials ' ROC '. 3-non-compliance with the preceding paragraph entails the nullity of the documents and the penalties provided for in the law, without prejudice to the disciplinary action of the order.
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Article 73 advertising and information the auditor may disclose your professional activity objectively and true, in the depths of respect of the deontological duty of professional secrecy and legal rules on advertising and competition, in accordance with this Statute. Article 74 confidentiality 1-statutory auditors may not provide to companies or other entities, public or private, any information on the facts, or other documents that have been informed by reason of the provision of its services, except when the law requires or where authorized in writing by the authority which applies. 2-statutory auditors may not provide the companies or other public or private entities any information on facts, documents or others who, by virtue of a position held in the order, any statutory auditor, bound to professional secrecy with regard to the same information, release them. 3-the duty of professional secrecy does not cover: a) communications and information from a partner to other partners; b) communications and information from individual auditor or of members of audit firms that are under contract to provide services in accordance with c) of paragraph 1 of article 49 and its PRESIDENCY of the COUNCIL of MINISTERS 62 employees, to the extent strictly necessary for the performance of their duties;
c) communications and information between statutory auditors within the scope of the statutory audit of consolidated accounts of companies or other entities, to the extent strictly necessary for the performance of its functions and the statutory auditors give knowledge thereof to the Administration, management, direction or its management company or other entity; d) communications and relevant information concerning the audited entity made by the statutory auditor or audit firm that is overwritten to the statutory auditor or the audit firm to replace. e) communications and relevant information made to the Court of Auditors and the General Inspection of finance, related to activities by the statutory auditor or audit firm in public entities within the scope of the duty of cooperation and in accordance with that may be filed between the order and those entities. 4-the duty of professional secrecy when the defense is concerned the dignity, rights and legitimate interests of own statutory auditor or audit firm, by previous authorization of the Chairman of the order. 5-statutory auditors who cease functions of public interest in a particular entity remain linked to the duty of professional secrecy with regard to the work carried out in the exercise of these functions. Article 75 of the COUNCIL of MINISTERS PRESIDENCY 63 searches and seizures in audit offices To searches and seizures in audit offices shall apply, respectively, the provisions of paragraph 5 of article 177 and in paragraph 1 of article 180 of the code of criminal procedure.
Article 76 1-Complaint during the steps provided for in the preceding articles, can the auditor concerned or, in your absence, either family members or employees present, as well as the representative of the order, submit a claim. 2-for the submission of complaints to ensure the preservation of professional secrecy, the judge must soon sobrestar the stage in relation to the documents or objects that are called into question, making the package, without the read or examine, in volume sealed at the same time. 3-the explanation of the claims is made within five days and delivered to the Court where the proceedings, and the judge refer them, in the same period, the President of the Court of appeal with your opinion and, where appropriate, with the volume referred to in the preceding paragraph. 4-the President of the Court of appeal may, subject to secrecy, proceed to the unsealing of the same volume, returning it sealed with your decision. Article 77 professional liability insurance 1-Without prejudice to article 38 of law No. 2/2013, January 10, in the course of your professional activity, the civil liability of statutory auditors, even when acting as a partner of audit firms of PRESIDENCY of the COUNCIL of MINISTERS 64 accounts or under service contract respectively under subparagraphs (a) (b)) and c) of paragraph 1 of article 49, shall be guaranteed by personal professional liability insurance, with a minimum of € 500 000 per each fact unlawful, made in favour of injured third parties.
2-Notwithstanding the provisions of paragraph 3, the civil liability of statutory auditors should be guaranteed by insurance, with a minimum limit of € 500 000 times the number of reviewers and members of statutory auditors who are under the conditions laid down in (c) below) of paragraph 1 of article 49 for every illicit fact, made in favour of injured third parties. 3-as regards audit firms, the value of the coverage of the respective liability insurance cannot, under any circumstances, be less than € 1 000 000 for each fact not chargeable illicit a value exceeding € 10 000 000 coverage for each fact. 4-the threshold mentioned in the preceding paragraphs may be increased in the case of the statutory auditor or audit firm are required to subscribe to a value higher than that limit insurance under other legal provisions. 5-in the case of the before mentioned not be concluded with the intervention of the order, the statutory auditors must communicate this to your conclusion within 15 days of the date of completion of the contract. 6-statutory auditors shall communicate to the order, within 30 days the date of effect, any change in its contractual responsibilities arising out of suspension, revocation or amendment of the contract, referring always copy of additional records issued. 7-non-compliance with the obligations referred to in paragraphs 5 and 6 shall constitute grounds for the PRESIDENCY of the COUNCIL of MINISTERS 65
disciplinary proceedings. 8-can not be or remain registered in the list of Auditors those that don't have your liability covered by the insurance referred to in paragraphs 1 to 3, except when they are in suspension.
9-for the purposes of the preceding paragraph shall be deemed to not have your responsibility covered the statutory auditors which have not concluded the insurance contract with the intervention of the order nor have made the communication referred to in paragraph 5. 10-the conditions of the insurance policy must contain only, which may unfold in specific certificates depending on the purposes of the risk coverage, to be approved by the supervisor of insurance and pension funds, heard the Associação Portuguesa de Seguradores. 11-By order of the Member of Government responsible for the area of finance, can be updated the values of the minimum limits laid down in paragraphs 1 to 3. CHAPTER II Incompatibilities and impediments to article 78 Incompatibilities in general the profession of Auditor is incompatible with any other that can lead to decreased independence, prestige or dignity or offend other principles of ethics and professional ethics, in accordance with this Statute. Article 79 specific incompatibilities with the PRESIDENCY of the COUNCIL of MINISTERS 66 1-statutory auditors which, being public entities in these workers perform supervisory functions, control, supervision, inspection or similar cannot serve audit the accounts in companies and other entities included in the scope of the intervention of those public entities.
2-you can't expect to wield supreme audit functions to the accounts in a company or other entity the statutory auditor who performs, in it, in any society it participant or in which it participates, administration functions, management, direction or management. 3-I can still serve audit the accounts in a company or other entity the Auditor that: a) Has, or whose spouse, person with whom he lives in domestic partnership or relatives straight, participation, directly or indirectly, in the capital of same; b) has a spouse, person with whom he lives in domestic partnership or any relative or in a straight line or to the third degree inclusive, on her side line, or any company that is in a dominant position over the latter nor of group by member functions of the administrative, management, direction or management; c) It paid services that put your professional independence into question; d) Exercise in a competitor functions other than those provided for in chapter III of title I, except agreement of companies or other entities concerned; and) in it, or in any society it participant or in which it participates, has 67 COUNCIL of MINISTERS PRESIDENCY exercised over the past three years member functions of its administrative, management, direction or management. 4-The circumstances referred to in paragraphs 1 and 3, when they occur in respect of members of audit firm, are merely incompatibility as shills. 5-the occurrence of any of the reasons indicated in paragraphs 1 to 3 matter the designation lapse. 6-the designation as alternates of members of society of statutory auditors within the scope of the statutory audit is not the mismatch of the same society. Article 80 termination of duties in case of incompatibility and incompatibility between the functions provided for in these regulations and others that the auditor wishes to proceed, should the same cease the functions of statutory auditor, requesting the suspension of exercise or the cancellation of registration, as the case may be. Article 81 1 Impediments-the activity of registered auditor, by your nature and exigencies, should normally be exercised in exclusive dedication. 2-statutory auditors who do not engage in the activity in your exclusive dedication are prevented from: a) serve of revision or in accounts audit of public interest entities;
PRESIDENCY of the COUNCIL of MINISTERS 68 b) Accumulate the exercise of functions of review or audit the accounts, pursuant to legal provisions, statutory or contract, continued: i) In more than 10 companies or entities; and ii) in companies or entities that, in your set, present indicators that exceed the quintuplets from two of the limits provided for in article 262.º of Código das Sociedades Comerciais. 3-the links established by the statutory auditors or by the members of audit firms in order to perform the duties provided for in article 48 shall be without prejudice to the exercise of the activity in exclusive dedication. 4-statutory auditors, including the partners of audit firm representatives in the exercise of these functions, which in the last three years have exercised statutory functions in a company or other entity, are prevented from it, or in any society it participant or in which it participates, exercising functions of members of its administrative or management. 5-statutory auditors or audit firms that carry out statutory functions on a public interest entity are not allowed to affect the exercise of such functions, statutory auditors or members of the society of statutory auditors which have been in the last three years, administrators or directors frames with significant influence on the preparation of the financial statements of that entity of public interest. 6-statutory auditors and members of audit firms that carry out functions in public-interest entities are not allowed to conclude contracts with such companies, during the mandate period and up to three years after your termination.
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7-without prejudice to the rights acquired by third parties in good faith, non-compliance with the provisions of paragraph 4 shall entail the invalidity of the election or designation for the corresponding charge and punishment with term of no less than the fine. 8-non-compliance with the provisions of paragraphs 2, 5 and 6 implies the punishment with term of no less than the fine. CHAPTER III section I disciplinary Responsibility Responsibility Article 82 assumptions of disciplinary responsibility Commits a disciplinary infraction the Member of the order who, by action or omission, violate, intentionally or with guilt, some of the duties set out in these regulations or other applicable regulatory, as well as those arising out of their duties. Article 83 disciplinary measures 1-disciplinary measures are: a) warning; b) registered Warning; c) fine of € 1000 to € 10 000; d) Censure; and) 30 days suspension until 5 years, without prejudice to paragraph 7; f) Expulsion, when the disciplinary infraction has undermined the life, integrity, PRESIDENCY of the COUNCIL of MINISTERS of the 70 people or be seriously detrimental to the honor or unrelated heritage or equivalent values, without prejudice to the right to rehabilitation, in accordance with this Statute.
2-registered warning sanctions, censure and a fine can be assigned the inhibition effect, up to five years, for the exercise of functions in the bodies of the order, the examination in the Committee and in the Committee stage, determining the suspension that inhibition by a dual suspension period. 3-violation of article 69 gives rise to the application of penalties not exceeding the penalty. 4-the facts charged with offense the arrangements provided for in article 81 are punished with a fine of two to five times the amount of the sums received by the functions performed illegally. 5-are punished with penalties of no less than the penalty the facts that involve the violation of the provisions of paragraph 5 of article 62, paragraph 3 of article 71 and article 79. 6-the sanction to be applied for infringement of the provisions of paragraph 5 of article 62 shall take account of the economic benefit improperly received. 7-the facts that matter the violation of paragraphs 1 to 4 of article 77 is applied the sanction of suspension for a period of at least one year and in case of recidivism the penalty applicable is the suspension for at least three years until the conclusion of the insurance contract. 8-cumulatively with any of the penalties referred to in the preceding paragraphs, can be applied to the responsible for any infractions the following disciplinary penalties according to the gravity of the infraction and the agent's fault: PRESIDENCY of the COUNCIL of MINISTERS the 71) the refund of amounts, documents or objects related to the infringement, including the product of economic benefit obtained by the infringer through your practice; b) publication of the definitive punishment on the Internet Web site of the order.
9-the order communicates to the competent authorities of the Member States of the European Union or the European economic area, in which the statutory auditors or audit firms are allowed to serve, the imposition of a punishment of expulsion or compulsory cancellation of registration, as well as rehabilitation. Article 84 In application of sanctions must meet the professional and disciplinary backgrounds of the accused, the degree of fault, the seriousness and implications of the infraction, the economic situation of the defendant and all other aggravating or mitigating circumstances. Article 85 1-disciplinary Responsibility The members of the order are subject to the disciplinary authority of the order, as provided for in these bylaws and in the disciplinary regulation. 2-the disciplinary responsibility is independent of the civil and criminal liability arising from the same conduct. 3-the disciplinary liability of the members before the order resulting from the practice of infractions is independent of disciplinary responsibility before the respective employers, for violation of obligations arising from the employment relationship.
PRESIDENCY of the COUNCIL of MINISTERS 72 4-When, based on the same facts, has been brought criminal proceedings against associated, can be ordered the suspension of disciplinary proceedings and the judicial authority, in any case, order the consignment to the copy of the Decree of accusation or pronunciation.
5-where, in criminal proceedings against a member, be designated day for trial, the Court must order the shipment, preferably through electronics, the order of the order of prosecution, the decision to investigate the dispute and, where they exist, as well as any other elements required by a disciplinary board or by the Chairman. Article 86 disciplinary Responsibility of audit firms-people collective 1 members of the order are subject to the disciplinary authority of its organs in accordance with this Statute and the law governing the formation and operation of professional societies. 2-each Member of society of statutory auditors and Auditor to your service pursuant to paragraph 1) article 49 responds by professional practice and acts by employees that depend on professionally, without prejudice to the joint and several liability of the company. 3-Exceptionally, constitute disciplinary infractions of the audit firm the practiced by any of his partners, registered auditor to your service pursuant to paragraph (c)) the paragraph 1 article 49 or, when it is not possible to identify the offender, being, in this case, the rules on disciplinary responsibility provided for in this section.
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Article 87 cessation of disciplinary liability 1-During the time of suspension of the registration, the Member remains subject to the disciplinary authority of the order. 2-the cancellation of the fee he maketh the disciplinary responsibility by previously committed offences. 3-the punishment with the sanction of expulsion does not cease the disciplinary liability of the Member in respect of infringements committed by him before the final decision that has applied that sanction. Article 88 1-disciplinary procedure disciplinary process is initiated by the disciplinary board, on its own initiative, by denunciation or participation. 2-the statement is made by a member of the disciplinary board appointed for this purpose by the President. 3-examining the case, if there is sufficient evidence of any wrongdoing, deduces the instructor, within 15 days, the indictment, which must be articulated. 4-the defendant may deduct your defense within 20 days of notification of the indictment and the delivery note. 5-Made démarches after that proceed should the instructor report, with an indication of the facts proven, your qualification and pity you think suitable, taking into account the professional and disciplinary backgrounds of the accused, the degree of culpability, the consequences of the violation and any other aggravating and mitigating circumstances.
PRESIDENCY of the COUNCIL of MINISTERS 74 6-the decision of the disciplinary board, which is reported by the President, is made within 20 days and communicated to the Board and served on the defendant by registered letter with warning of reception.
Article 89 exercise of disciplinary action 1-Have legitimacy to participate to order facts likely to constitute disciplinary infraction: a) the Chairman; (b)) the President of the other organ of the order; c) the Prosecutor, pursuant to paragraph 3; d) Any person directly or indirectly affected by the activities of statutory auditors and audit firms. 2-the courts and any authorities must inform the order of practice by members of facts likely to constitute disciplinary infraction. 3-Notwithstanding the provisions of the law of criminal procedure concerning the secret of Justice, the public prosecution service and the criminal police bodies refer to the certificate Order of complaints, interests or complaints against members and which may constitute facts likely to constitute disciplinary infraction. Article 90 Cancellation of participation PRESIDENCY of the COUNCIL of MINISTERS the 75 disciplinary participation by interested quench process discipline, unless the infringement imputed affect the dignity of the Member in question and, in this case, this manifest intention of continuing the process, or the prestige of the order or of the profession, in any one of their specialties.
Article 91 1-Feature decisions taken on disciplinary matters appealable to the Board of Governors when it is this the competent disciplinary body. 2-the other decisions on disciplinary matters from which no further appeal lies under the preceding paragraph, in accordance with administrative appeal law. 3-The mere expedient decisions or relating to the discipline of the jobs are not appealable pursuant to the preceding paragraphs. 4-In case of acquittal, may appeal to the Board of Trustees pursuant to the provisions of paragraph 1 of article 26. 5-In case of conviction, may use, in the same terms, the Board of Trustees and the defendant, to the Board of Governors. Article 92 destination and payment of fines 1-the proceeds of fines goes to the order. 2-the fines must be paid within 30 days of notification of the judgment which has become final.
PRESIDENCY of the COUNCIL of MINISTERS 76 3-in the absence of voluntary payment, the competent courts enforcing payment, constituting the judgment enforcement.
Article 93 preventive suspension 1-Can be ordered the preventive suspension of the accused for a period not exceeding 90 days:) after less the accusation, when you consider applicable any of the penalties provided for in paragraph 1(e)) and f) of paragraph 1 of article 83; If, given the nature and circumstances of the infraction, the measure is imposed to safeguard the proper practice of the profession; (b)) at any time of the disciplinary proceedings, when fair fear of perpetration of new disciplinary infractions, as well as the possibility of serious injury alien heritage, or the attempt on the part of the defendant, to disturb the progress or the statement of the disciplinary process. 2-the preventive suspension is within the jurisdiction of the Disciplinary Council, which shall communicate immediately to the Commission. Article 94 suspension and expulsion 1-in the case of suspension or expulsion, the enrollment Commission shall inform forthwith the companies or other entities in which the statutory auditor suspended or expelled performs functions.
PRESIDENCY of the COUNCIL of MINISTERS 77 2-statutory auditors suspended or expelled shall deliver to your successor in the Office of the post the documents belonging to companies or other entities who provide services as well as restore the amounts already received that do not match the reimbursement or the work done. 3-in the case of professionals engaged in the activity in the national territory under the freedom to provide services, these sanctions take the nature of definitive prohibition of the exercise of the activity in that territory. Article 95 1 Requirements-the disciplinary procedure shall cease, by prescription as soon as on the practice in fact susceptible of constitute disciplinary infringement two years have elapsed. 2-Notwithstanding the time limit laid down in the preceding paragraph, the disciplinary board shall establish the disciplinary procedure, within 90 days, after having been informed of any fact susceptible of constitute disciplinary infraction. 3 the fact that constitute disciplinary infraction and crime at the same time, the period of limitation is the criminal procedure, since higher than provided for in paragraph 1. 4-the criminal procedure determines the suspension of disciplinary procedure. Article 96 Prescription of sanctions The disciplinary sanctions specified in following deadlines from the date on which the decision became unappealable manner: the) six months, for the sanctions of warning, fines and censorship; b) three years, for the sanction of suspension; c) five years, to the penalty of expulsion.
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Article 97 Obligation the application of a disciplinary action is always preceded the establishment of the facts and of the disciplinary responsibility in the process itself, as provided for in these bylaws and in the disciplinary regulation.
Article 98 1-process Forms the disciplinary action may include the following forms: a) inquiry procedure; b) disciplinary proceedings. 2-the inquiry procedure is applicable when it is not possible to clearly identify the existence of a disciplinary infraction or the respective infringer, and the implementation of steps to enlightenment or implementation summary of the facts concerned. Article 99 1 process Costs-the costs of proceedings is the responsibility of the participant, in the case of manifestly unfounded, and participation of the accused, in the case of conviction. 2-payment of the amounts due under the provisions of the preceding paragraph shall apply the provisions of paragraphs 2 and 3 of article 92. Article 100 Review the Disciplinary Committee can grant review of disciplinary decision, when you have the PRESIDENCY COUNCIL of MINISTERS produced 79 new facts or new evidence susceptible of modifying the assessment previously made and granted the review, determine that the process is again submitted, to follow before him their procedures, without prejudice to the resources to proceed in legal terms.
Article 101 1-Rehabilitation After five years on the date on which it became final decision of expulsion, the person concerned to apply for re-enrollment in your list of statutory auditors which meets the General requirements apply, as set out in article 137, may do so upon application to the Commission for registration and accompanied by the documents referred to in paragraph 2 of article 150. 2-Checked the regularity of the request and of the documents, the inscription refers the case to the Disciplinary Committee, to find out if the applicant meets the conditions required for re-enrollment. 3-the report of the investigation conducted by the disciplinary board shall be submitted to the Commission for registration within 30 days, which may be extended by the Commission taking place justified reason. 4-deliberation about re-enrolling is also preceded by an assessment of technical skills essential to the practice of the profession. 5-If the request is rejected by the Commission, can be renewed only once after three years on the date on which the notification of the decision of rejection. Article 102 PRESIDENCY of the COUNCIL of MINISTERS Regulation 80 of the disciplinary procedure the representative Assembly approves the disciplinary regulations, based on a proposal from the Board of Directors, in accordance with this Statute, being in the alternative procedural standards laid down in the General employment law in Public Functions, approved by law No. 35/2014, of 20 June.
SECTION II criminal liability article 103 Obligation of participation to the Prosecutor about reports of crimes Having the statutory auditor becomes aware of facts which may be qualified as a crime, you should report them immediately to the competent public prosecutor, for the purpose of promotion of criminal action. Article 104 Publicity of decisions the Court may order the publication of decisions absolutórias, pursuant to the code of criminal procedure. SECTION III article 105 liability civil liability of statutory auditors 1-in carrying out the tasks of public interest, official accounts reviewers respond PRESIDENCY of the COUNCIL of MINISTERS 81 before the entities which provide services or third parties, as provided for in the commercial companies code and in identical legal provisions relating to other companies or other entities , for the damage that they cause guiltily. 2-beyond the scope provided for in the preceding paragraph the statutory auditors may limit its liability under the terms and conditions contained in the civil law.
TITLE III audit firms CHAPTER I General provisions article 106 Nature and system of audit firms 1-audit firms may be the nature of civil societies with legal personality or the nature of commercial companies with multiple partners. 2-in the absence of special provisions, as appropriate, the legal regime established in the civil or commercial law. 107 Object audit firms have as object the performance of functions set out in subsection I of section I of chapter III of title I and, incidentally, referred to in article 48. Article 108 82 PRESIDENCY of the COUNCIL of MINISTERS
Shareholdings and other modes of Association 1-Without prejudice to the provisions of paragraph 5 and in the following article, the members of the audit firms should be statutory auditors included in the order. 2-Any statutory auditor individually can be a member of more than one audit firm, except when, for whatever reason, are demonstrably out of an audit firm to join as a partner in another. 3-in the case referred to in the preceding paragraph, the statutory auditor blocked on output of society to exercise their rights and social duties insofar as they exceed what is required to achieve this output. 4-statutory auditors which, at the time of entry as shareholders of an audit firm, are linked to acts or contracts are for her replaced in their rights and obligations. 5-a society of statutory auditors can be member of another or other audit firms or be held in the capital by audit firms or by companies authorised to exercise the profession in any of the other Member States of the European Union or the European economic area, and the representative of the participating company always be a registered auditor or person with title equated authorised to exercise the profession in any Member State. 6-to all the companies on the situation of the preceding paragraph shall apply the provisions of paragraphs 2 and 3 of article following, mutatis mutandis. 7-audit firms can join each other forming consortiums, groups of companies, European economic interest groupings or other forms of association with a view to exercise in common activities that integrate in your object, getting such associations subject to this PRESIDENCY of the COUNCIL of MINISTERS 83 Statute and other legal and regulatory rules applicable. 8-in the course of the activities referred to in the preceding paragraph the entities or other forms of association must be represented by a representative, Auditor, audit firms your grouped or associated. 9-excludes the exercise of statutory auditors and the relevant legal certification, which is always exercised by the participant in the form of Association.
10-audit firms can also participate in national law societies which have as their sole object the provision of services referred to in point (c)) of article 48. Article 109 partners Chartered Accountants 1-In audit firms can also be non-statutory members, natural persons or, since the respective statutes are set out cumulatively the following essential requirements: a) the majority of members, of the share capital and voting rights must belong always Associates chartered accountants or firms recognised in accordance with this Statute; (b)) the majority of members of the management, direction or management of the company must belong to partners chartered accountants or firms recognised in accordance with this Statute; (c)) the only ones responsible for guidance and direct execution of the tasks of public interest referred to in this Statute shall be statutory auditors, shareholders or engaged pursuant to c) of paragraph 1 of article 49; d) audit partners who are individuals should PRESIDENCY of the COUNCIL of MINISTERS 84 possess the qualifications referred to in (e)) of paragraph 1 of article 137, on any of the subjects that make up the program of examination for admission to the order. 2-it is up to the Commission, especially at the time of approval of the Statute and its changes, assess whether the requirements listed in the preceding paragraph are fulfilled at all times.
3-not being respected the requirements set out in paragraph 1, the draft Constitution and its amendments may be approved and, in the case of society already entered, is suspended pre-emptively to your inscription after notification of the Commission for entry to that society, by registered letter with warning of reception until your settlement. 4-If the situation that led to the preventive suspension provided for in the preceding paragraph is not regularized within 60 days of notification of the suspension, the inscription of the society is compulsively canceled. 5 us statutes may still be laid down special provisions governing relations between partners chartered accountants and statutory auditors, not the relations of partners Chartered Accountants with third parties, the suspension and exclusion of members not statutory auditors, as well as the dissolution and liquidation of audit firms in these conditions. 6-The partners Chartered Accountants applies the legal and regulatory regime of the order, except the provisions involving the effective exercise of public functions. Article 110 1 Firm-the firm of Auditors is required and exclusively PRESIDENCY of the COUNCIL of MINISTERS 85
composed:) by the names of all the partners, or at least one of the partners registered auditor or person, whether natural or collective, recognised for the practice of the profession in any of the other Member States of the European Union or the European economic area, in full or abbreviated; (b)) by the qualifying expression ' audit firm ', or in abbreviated form ' SROC», followed by the legal type adopted; and c) in the case of complementary grouping of companies, by the qualifying expression ' supplementary Group audit firms ', or in abbreviated form ' ACE-SROC». 2-in case of non-locating all partners, the firm must contain the term ' Associate ' or ' & & Associates», where applicable. 3-the firm of audit firms should always be used complete. 4-When, for any reason, ceases to be a partner, singular or collective person, whose name or firm on the firm, society will not become necessary to amend such firm, except opposition of your successors or the partner who left the express provision of the statute or otherwise. 5-it is prohibited: the other societies, any) associations or other persons, as well as the respective organs, using any descriptions likely to mislead in respect of the designation of «audit firm» or «SROC»; (b)) to the partners or members of such entities, use the adjective ' partner of audit firm» or «partner of SROC» or any other susceptible to mislead.
PRESIDENCY of the COUNCIL of MINISTERS 86 6-In any case, the firm of audit firms cannot be equal or so similar to another already registered who may be confused.
Article 111 approval of statutes and amendments 1-projects of statutes and amendments are subject to approval by the Commission, to ensure your compliance with these regulations and other legal rules and regulations. 2-the Registration Committee must decide if, for the purposes of the preceding paragraph, within 30 days, which may be extended by the Commission for a period of 15 days, with a justified reason, under penalty of tacit acceptance. Article 112 Constitution 1-audit firms, civil or commercial, are by the way provided for in the law, except when there is entry of immovable property, in which case the Constitution should be made in the manner required for the transmission of real estate. 2-The statutes of the company must bear the name of the partners and the mention of entry of each of the partners in the list of Auditors statutory auditors, in addition to other required legal provisions. Article 113 Inscription in the list of COUNCIL of MINISTERS PRESIDENCY 87 1-registration of the company in the list of Auditors should be required, by the management, direction or management, within 60 days after your Constitution. 2-the application must be accompanied by an authenticated copy of the Constitution document. 3-the name and registered office of the company, as well as the date of application, are entered in the register referred to in paragraph 1 of article 151. 4-is in dissolution the company whose entry has not been duly requested within the time limit set in paragraph 1. 5-must bear the inscription of the names and addresses of professional partners chartered accountants and other references considered of interest to the effect. Article 114 registration and advertising in Order 1-within 60 days from the date of incorporation of the company shall be deposited for the purposes of registration in the order, a certificate attesting registration in the commercial registry, when applicable, as well as a copy of the statutes. 2-audit firms that don't adopt the legal types provided for in the commercial companies code acquire legal personality by the registry in the order, which promotes your official publication. 3-the amendments of the Statute shall apply paragraphs 1. Amendment 115 article 1-partners the following partners change process, at the applicable and with the necessary adaptations, the provisions of articles 111 to 114.
PRESIDENCY of the COUNCIL of MINISTERS 88 2-If, for any reason, leave or enter partners, the company is obligated to carry out, within 60 days, the proper change and apply to the Commission, within 30 days from the date of confirmation of inscription, delivering the certified copy of the minutes of its deliberations or the contractual instrument , as the case may be.
3-the death of a partner, this must be communicated to the Commission for registration within 30 days after your knowledge by society, and the subsequent process of amendment of the statute be started in 60 days unless the delay caused by reason of consideration in shaping the fate of part of that partner in capital, without prejudice to the provisions of articles 108 and 109. Article 116 1-Accounting audit firms must have organised accounting in accordance with accounting regulations applicable to them. 2-ethical and disciplinary reasons, order, through the Board of Trustees or of the disciplinary board, can send examining accounting and documentation of the company. Article 117 1-documents Signing in relations with third parties, certifications, reports and other documents of an audit firm, in the exercise of public functions, are signed in the name and in representation of the company for an associate chartered accountant to be administrator or Manager or that has sufficient powers to act.
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2-it is understood that the designation by the society of statutory auditors of an associate chartered accountant, as your representative for the exercise of certain public-interest function, gives it sufficient powers for the signing of the documents issued in the exercise of these functions. 3-If the partner referred to in paragraph 1 has not been responsible for guiding or performing the work, the said documents shall also be signed by the respective statutory auditor supervisor or executor. 4-In any of the cases referred to in the preceding paragraphs, must be affixed to the identification of the people who sign the certifications, reports and other documents mentioned therein. CHAPTER II relationship between partners article 118 Capital and shares 1-social capital may not be less than € 5 000, except in societies in which is represented by shares, in which case it may not be less than € 50 000. 2-each of the shares of the capital stock can not be less than € 100, in the case of shares, or less than € 1, in the case of actions, and should always be divisible by these amounts. 3-the release of shares made in accordance with the following: a) The shares representing cash entries must be fully released on the date of incorporation of the company; (b)) The shares representing cash entries must be released in half, at least, of the amount on the date of your subscription, by-if the release of the rest of the dates laid down in the staff regulations or, in the absence of a statutory provision, by the management, direction or management, but never after a PRESIDENCY of the COUNCIL of MINISTERS after a 90 year after the inscription in the list of Auditors. 4-the amounts resulting from the release of cash entries in the Act of subscription must be deposited in a credit institution, before the conclusion of the contract of Constitution, in account opened in the name of the future society. 5-The account referred to in the preceding paragraph may only be carried out surveys:) after the registration effected in the order; b) after concluded the contract of Constitution, if the partners allow administrators, directors or managers to run them for certain purposes; c) For liquidation of the company, caused by lack of inscription in the list of Auditors. 6-in the case of the corporate capital of statutory auditors be represented by actions, these are obligatorily nominative. Article 119, Administration or management direction 1-Administration, management or direction of the society can only be entrusted to partners. 2-all members are officers, directors or managers, unless expressly provided otherwise, but statutes respecting the provisions of paragraph b) of paragraph 1 of article 109. 3-Is Unable to carry the Administration, direction or management of the company the associate chartered accountant in suspension status. Article 120 annual report 1-the report and accounts should be submitted to the representative Assembly approval within 90 days following the end of the respective fiscal year, and PRESIDENCY of the COUNCIL of MINISTERS 91 1 copy be sent to 60 days in order to approve immediate. 2-the report of the directors, managers or management cannot contain any references to facts relating to companies or other entities that society has become aware by reason of the provision of its services or related.
Article 121 temporary Impossibility of performance of duties 1-in the case of temporary impossibility to exercise functions, the partner retains the right to profits and the duty to share in the losses. 2-the statutes may establish the conditions in which the partner unable temporarily is towards society, but may not limit the provisions of the preceding paragraph. 3-If the impossibility not justified 24 months may exceed, however, the company carrying out the amortization of the capital part of the partner. Article 122 partners ' specific Duties is the duty of each Member of the audit firms: a) Devote to society all the professional activity of statutory auditor, without prejudice to fulfil other functions not incompatible with the practice of the profession of Auditor since the company's statutes do not prohibit; b) perform their duties on behalf of the company; c) Indicate the firm of society in professional documents.
PRESIDENCY of the COUNCIL of MINISTERS article 123 92 specific Incompatibility of partners the partners may not, individually, the activities provided for in article 41.
CHAPTER III relations with third parties Article 124 companies Representation of statutory auditors and members of your administration, or management direction cannot be agents or attorneys or Executive Committee powers to strangers for the exercise of the rights and specific duties of the statutory auditors, except in the case of statutory auditors or when the law becomes imperative. Article 125 § 1 partners ' liability-regardless of the nature that the audit firm, the partners who sign the documents produced in the exercise of public functions and civil answer jointly and severally with the audit firm to which belong the damages caused guiltily to entities which provide services or third parties. 2-the responsibility referred to in the preceding paragraph must be guaranteed by insurance, as provided for in these bylaws.
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Article 126 civil liability of statutory auditors 1-in the exercise of public functions, audit firms respond to the entities which provide services or third parties, as provided for in the commercial companies code and in identical legal provisions relating to other companies or other entities, for the damage that they cause guiltily. 2-beyond the scope provided for in the preceding paragraph audit firms may limit its liability under the terms and conditions contained in the civil law. CHAPTER IV suspension and deletion of article 127 partner social rights Suspension suspended partner blocked the exercise of their social rights for the duration of the suspension situation, except as otherwise expressly provided in the Statute and without prejudice to the provisions of the following article. Article 128 1-membership Exclusion is deleted: partner) Who, with finality, ceases to be qualified to exercise the profession of Auditor; b) which develops incompatibility provided for in law or the statutes involving cancellation of registration;
PRESIDENCY of the COUNCIL of MINISTERS 94 c) That violate the provisions of paragraph 2 of article 108 and in Articles 122 and 123. 2-Can be excluded by decision taken by the social partners, the partner: a) Whose registration as chartered accountant has been suspended or voluntarily compulsive for more than 180 days; (b)) Which is temporarily inhibited, in criminal proceedings, the exercise of the profession; c) who within five years, three disciplinary sanctions are applied. 3-the right of society to exclude the shareholder pursuant to any of the facts referred to in the preceding paragraph shall lapse within a period of 180 days from the date on which the same knowledge: a) in the case of point (a)), from the beginning of suspension; b) in the case of (b)), of the final decision; c) in the case of point (c)), the final decision on that has been applied to last disciplinary measure. 4-cannot be deliberately deleting partner pursuant to subparagraph (a)) of paragraph 2, however, the partner has obtained your re-enrollment in the list of Auditors or have previously obtained the consent of society to request voluntary suspension, and the decision recorded in minutes of the general meeting. 5-the exclusion shall be communicated to partner deleted within eight days from the dispatch of the registered letter with warning of reception, joining copy of extract from the minutes of the General Assembly stating the respective resolution adopted. 6-partner request deleted and with your expenses account, designates the order, in the event of a dispute, one of its members to act as a referee, in order to regulate the emerging consequences of exclusion, without prejudice to the possibility of any of the parties to refer the matter to the courts.
PRESIDENCY of the COUNCIL of MINISTERS 95 chapter V transformation, merger and Division of society article 129 project approval by the order processing, design of merger or demerger approved by the shareholders of the companies involved shall be referred to the Order for adoption, which must give its opinion, through the Commission, in accordance with the procedure and time-limits laid down for the approval of the Statute. Article 130 record of transformation, merger or Division in the order 1-within 30 days after conclusion of the contract processing, mergers and divisions, must be presented to the Board of Directors of the order, for the purposes of registration, a copy of the same. 2-the registration of the transformation, merger or Division shall be communicated, by the acquiring company or the new company, customers. CHAPTER VI Dissolution and liquidation Article 131 1-Dissolution the company dissolves in the cases provided for by law or the statutes. 2-the dissolution takes place: a) If registration of all its audit partners or herself are canceled from the list of Auditors, determining such cancellation the liquidation of the company;
PRESIDENCY of the COUNCIL of MINISTERS 96 (b)) for the death of all the partners. 3-If the number of audit partners to meet reduced to unity, the sole member, within 180 days, admit new members, provided that, where applicable, are complied with the requirements laid down in articles 107 and 108, without which the society is dissolved administratively pursuant to commercial companies.
4-the application for dissolution shall be submitted by the sole member, within 30 days after the expiry of the period indicated in the preceding paragraph, with notification to Order within the same period. 5-in the absence of the notification referred to in the preceding paragraph, the application for dissolution shall be submitted by 30 days following in order. Article 132 1 Settlement-the company considered a sale from: a) the dissolution; or (b)) of the date on which the judicial decision becomes final to declare the invalidity of the Constitutive Act your. 2-the entry of the company in liquidation is communicated within 30 days, by registered letter with warning of reception, to order and to all entities with whom the company has concluded contracts for the provision of services relating to the exercise of public functions. 3-the partners to continue to exercise the profession of auditor comply with PRESIDENCY of the COUNCIL of MINISTERS must be 97 in place of society, whose contracts or implementation guidance were responsible in situation considered to substitute in the exercise of the statutory audit, when appropriate, unless the other party the relieve that compliance with , by registered letter with warning of reception, within 30 days after having received the notification referred to in the preceding paragraph. 4-During the liquidation, the social firm shall be followed by words ' in liquidation '.
Article 133 Liquidators 1-if the company is dissolved by the time limit set for your duration or by resolution of the shareholders, and the Statute is not who is the liquidator, should this be named:) by resolution of the shareholders, and the name of the liquidator be reported the order within 30 days after the dissolution; b) in the absence of any decision by the Court of the seat of the society, at the request of the order or of any interested party. 2-in the case of a judicial declaration of the invalidity of the Act of incorporation of the company or when the dissolution is decreed by the Court, the appointment of the liquidator shall be made in the respective decision. 3-in the cases provided for in paragraph 2 of article 131 the liquidator shall be appointed by the Board of Directors of the order. 4-when the second part of paragraph 3 of article 131, the liquidator is the sole member.
PRESIDENCY of the COUNCIL of MINISTERS 98 5-excluded members cannot be appointed liquidators. Article 134 powers and duties of the liquidator during the liquidation, 1 the society is represented by the liquidator. 2-the liquidator has the necessary powers to: the completion of active and) payment of liabilities; b) reimbursement to members or their representatives in the amount of the respective entries and the distribution among them of the balance of the settlement. 3-the powers of the liquidator may be determined by the decision that the name. 4-after the liquidation, the liquidator, within 30 days, call the partners or their representatives to Deliberate on: a) the final accounts and about your exoneration; b) Check the closing of the sale. 5-the members ' Assembly decides in accordance with laid down for the approval of the annual accounts and, if you can't decide or approve the accounts of the liquidator, the decision rests with the Court, at the request of the order or of any interested party. Article 135 of the audit firms To audit firms, applies, in the alternative, the legal framework of the Constitution and functioning of professional corporations that are subject to public associations, professionals in everything that does not contradict the directive no. 2014//EU, 56 of the European Parliament and of the Council of 16 April 2014 amending Directive No. 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audit of annual and consolidated accounts.
PRESIDENCY of the COUNCIL of MINISTERS 99 TITLE IV access to the occupation chapter I section I registration requirements General requirements Article 136 entry requirement for statutory auditors and audit firms may only exercise the respective functions after enrolled in designated list ' list of Auditors». 137 General requirements 1-enrollment Are General requirements for registration as chartered accountant: a) Have moral integrity to the Office of the post; b) Be in full enjoyment of civil and political rights;
PRESIDENCY of the COUNCIL of MINISTERS 100 c) not have been convicted, in the last 10 years, which has the force of res judicata, for felony offense that has undermined the life, the physical integrity of persons or be severely detrimental to the honor or unrelated heritage or equivalent values; d) have not been declared unable to administer your person and property which has the force of res judicata, unless obtained judicial rehabilitation;
e) hold a Bachelor's degree, master degree or doctor, or a higher academic degree abroad which has been declared equivalent to one of those degrees or recognized as producing the effects of one of those degrees; f) Perform successfully the examination for admission to the order; g) Perform successfully the training referred to in articles 144 et seq. of the present Statute. 2-The Chartered Accountant registered and not suspended, is conferred the title of specialist in «audit and audit», without any other formality. Article 138 foreign subscription 1-subject to the provisions of title VI, foreign enrollment is permissible whenever the following conditions occur: a) are entered and with full rights to exercise the profession in respective country body, recognized by the International Federation of Accountants (IFAC); b) Make proof of residence in Portugal for at least three years; c) are approved in law and tax modules, as defined in the PRESIDENCY of the COUNCIL of MINISTERS 101 exam for access to statutory auditor. 2-may still be admitted to the inscription of registered members in respective us counterparts bodies, provided that these States be admitted to the practice of the profession to statutory auditors Portuguese on an equal footing with their nationals, in accordance with the legally established.
Article 139 1-enrollment Commission the enrollment takes place under general guidance and supervision of the Commission. 2-the Registration Committee works on Board of the order, competing him: a) perform its tasks are laid down in the rules of registration and examination; b) verify the correctness of the registration conditions as members of the order, provided for in these bylaws; c) sign up as statutory auditors in the respective list applicants are legally required conditions; d) Organize, update and publish the list of Auditors; and) Promote the necessary ascertainments or convenient in order to check if all the time are filled in the registration requirements set out in these regulations; f) propose to the Board the regulatory or administrative measures with PRESIDENCY of the COUNCIL of MINISTERS with a view to supply 102 gaps or to interpret your material competence. 3-the composition and appointment of the Commission and, in General, the regulation of entry in order are laid down in the rules of registration and examination.
SECTION II entrance examination to order Article 140 the Examination entrance examination is organized with a view to ensuring the necessary level of theoretical knowledge in the subjects relevant to statutory audit and audit the accounts, in accordance with the Community rules and to ensure the ability to apply such knowledge in practice. Article 141 Periodicity 1-the examination for admission to the order is held at least once a year on a date to mark by the Board of Directors. 2-the test can understand the provision of fractional proofs for groups of substances, in accordance with the procedure laid down in the regulation and subscription. Article 142 1 examination Regime-the examination for admission to the order consists of written and oral evidence, to perform in front of a PRESIDENCY of the COUNCIL of MINISTERS 103 jury. 2-the composition and appointment of the jury as well as the materials, procedures and, in General, the regulation, are laid down in the regulation and subscription. 3-the test of theoretical knowledge included in the examination shall cover at least the following matters: a) General Accounting theory and principles; b) legal requirements and standards relating to the preparation of individual and consolidated accounts; c) international accounting standards; d) Financial Analysis; and) cost accounting and management; f) risk management and internal control; g) auditing and professional qualifications; h) legal requirements and professional standards relating to statutory audit and statutory auditors; I) international auditing standards; j) ethics and professional ethics and independence. 4-the test of theoretical knowledge shall cover at least the following matters, in so far as they are relevant to the exercise of auditing: a) company law and corporate governance; b) insolvency law and similar procedures; c) tax law; d) civil and commercial law;
PRESIDENCY of the COUNCIL of MINISTERS and 104) right to social security and labour law; f) information technologies and systems; g) business economics, General and financial; h) mathematics and statistics; I) basic principles of the financial management of enterprises. Article 143 registration and examination Regulation 1-representative Assembly approves the registration and examination regulation, on a proposal of the Board of Trustees, which is subjected to the approval of a member of the Government responsible for the area of finance. 2-the registration and examination regulation only takes effect after the approval of a member of the Government responsible for the finance area, which is considered given if there is no decision to the contrary in the 90 days of your receiving. SECTION III Article 144 Stage entry in the traineeship the inscription on the stage referred to in subparagraph (g)) of paragraph 1 of article 137, can only be made after performing with use of examination for admission to the order. Article 145 of Commission 1 stage-the traineeship takes place under general guidance and supervision of the Commission, without prejudice to the specific guidance by the respective patron, which has Presidency of the COUNCIL of MINISTERS 105 be statutory auditor or audit firm, and in the latter case, be named a partner as responsible for the internship that, in any case, must be registered for more than five years. 2-stage Committee works on Board of the order, competing him in particular: a) perform its tasks are laid down in the rules of the training course approved by the representative Assembly, on a proposal of the Board of Trustees and approved by the Member of Government responsible for the area of finance; b) Propose, for approval of the Board of Trustees, the Convention stage and models of trainee ballot; c) Propose, for approval of the Board of Trustees, stage conventions; d) Organize the lists of members trainees; e) organize continuous evaluation work of the trainee members. Article 146 Beginning and duration of 1 stage-the stage has to be started within three years from the date of the examination for admission to the order. 2-the duration of the internship is at least three years, with a minimum of 700 hours per year, and must be done during two-thirds of the time with qualified patron. 3-the duration of the stage can, however, be reduced by the internship for a minimum of one to two years, in relation to the trainees, members holding PRESIDENCY of the COUNCIL of MINISTERS 106 for five years public or private functions, that Commission, on a proposal from the respective patron, consider having appropriate experience in the field of auditing and, incidentally, in the areas related to the other materials that are part of the program of examination for admission to the order.
4-In duly substantiated exceptional cases may be dismissed from the Commission stage stage individuals passed the examination for admission to the order, having served over 10 years public or private functions, that Commission have appropriate experience in the field of auditing and, incidentally, in the areas related to the other materials that are part of the program of examination for admission to the order. Rule 147 exclusion and cancellation, interruption of stage 1-the trainee Member may request, at any time, the cancellation of the internship. 2-the Internship Committee may resolve on the exclusion of a member intern, based on behaviors that violate the ethics and professional ethics or based on the lack of use of the stage. 3-stage exclusion he maketh all rights acquired in respect of the procedure for access to the profession of Auditor. 4-For duly justified reasons, may also apply for trainee Member stage interruption for a maximum period of two years, consecutive or interspersed, but the minimum of interruption can never be less than six months. Article 148 107 PRESIDENCY of the COUNCIL of MINISTERS
1-stage scheme During the stage the trainee members are subject to the legal and regulatory regime of the order, at the applicable. 2-stage Committee follows the progression of the stage, and confirm your realization. 3-During the internship trainee members are subject to at least two ongoing assessments and a final assessment of knowledge. 4-The patron competes Guide, direct and monitor the professional trainee member activity, integrating it in the effective exercise of statutory activity, audit the accounts and related services, and shall issue an opinion on every six months the completion of internship and respective report by Member trainee and at the end of the stage a reasoned opinion about fitness or unfitness of the trainee for the practice of the profession. 5-intern Member competes perform all tasks leading to the review/audit the accounts and related services, under the guidance of your patron, and not by your account of acts which by law are restricted to the statutory auditor. 6-it is the trainee Member subscription of personal accident insurance in line with the activity that develops, except if this meet patron linked by virtue of a contract of employment or if both agree differently, within the framework of the Convention. 7-During the probationary period, the liability of the Member must be guaranteed for trainee personal professional liability insurance, whose minimum threshold must be proportionate and appropriate to the acts that you are allowed to practice. 8-stage regulation must lay down in detail and in particular procedural: PRESIDENCY of the COUNCIL of MINISTERS the 108) rules for registration, withdrawal, exclusion and interruption of the stage; b) rules, reduction and remission stage; c) the rights and obligations of the patrons and the trainees. (d)) the composition and powers of the Committee training course; and evaluation system) knowledge; f) substances evaluation object of knowledge. Article 149 1-stage regulation of the representative Assembly approves the regulation, on a proposal of the Board of Trustees, to submit to the approval of a member of the Government responsible for the area of finance. 2-stage regulation shall take effect only after the approval of a member of the Government responsible for the finance area, which is considered given if there is no decision to the contrary in the 90 days of your receiving. CHAPTER II procurement, suspension and loss of quality of statutory auditor section I getting quality Article 150 inscription on list 1-application for registration as chartered accountant is directed to the Commission, within three years after having successfully performed the traineeship.
PRESIDENCY of the COUNCIL of MINISTERS 109 2-the application must be accompanied by a declaration by the applicant that meets the General requirements for registration as chartered accountant as referred to in article 137, as well as criminal record certificate of service and copy of the identification document.
Article 151 registration and assessment by the Commission of inscription 1-the name and domicile of the applicant, professional as well as the date of entry of the application, are entered in a register organised by the Commission. 2-the regularity of the request and of the documents attached, as well as completing the requirements laid down in article 137 is verified within 30 days. 3-the Commission shall communicate to the applicant the registration your entry on the list, with the respective registration number, or your refusal, accompanied by the reasons justifying it. Article 152 the inscription where the decision of the Registration Committee that authorizes the entry in list of statutory auditors have been taken on the basis of false declarations or documents, inaccurate information or incorrect, produced intentionally or not to mislead, the Commission must declare the nullity of the registration. SECTION II suspension of quality Article 153 PRESIDENCY of the COUNCIL of MINISTERS 110 voluntary Suspension of exercise 1-statutory auditors may apply to the Commission for registration suspension. 2-in the application have to be alleged the respective foundations, which, if seriously endanger the interests of the order, imply the rejection of the application.
3-the acceptance shall take effect only as long as the statutory auditors stems before the Committee for inscription have ceased its functions. 4-the Registration Committee must propose, with regard to the statutory auditor whose registration is suspended, the conditions in which it can continue to benefit from perks granted to the members of the order are compatible with that situation. Article 154 compulsive Suspension 1-exercise compulsively be suspended the Auditor that: a) For judgment in criminal proceedings, is temporarily inhibited the practice of the profession; b) Is punished in disciplinary proceedings, with disciplinary measure of suspension; c) is declared unable to administer your person and property which has the force of res judicata, even judicial rehabilitation is obtained, without prejudice to current arrangements for lifting of the suspension; d) convicted by final judgment, for felony offense that has undermined the life, the physical integrity of persons or be severely detrimental to the honor or unrelated heritage or equivalent values or that affects the dignity and prestige of the profession.
PRESIDENCY of the COUNCIL of MINISTERS 111 2-suspension by the fact referred to in subparagraph (d)) of the preceding paragraph lasts for 10 years, without prejudice to current arrangements for lifting the suspension.
Article 155 1 Scheme-the statutory auditor in the event of suspension of exercise may not, during the period of suspension, invoke vis-à-vis third parties the quality of statutory auditor, and therefore inhibited to exercise any of the functions of public interest referred to in this Statute. 2-the suspension situation frees the statutory auditor of the legal and regulatory regime of the order, at the applicable. SECTION III quality loss Article 156 voluntary Cancellation of registration the voluntary cancellation of registration may be required in accordance with article 153. Compulsory Cancellation of registration article 157 is cancelled the registration of the statutory accounts: PRESIDENCY of the COUNCIL of MINISTERS 112
the) When you check the provided for in paragraph b) of paragraph 1 of article 137; b) where is severely compromised the integrity of the statutory auditor; c) When you applied the sanction of expulsion; d) whenever the CNSA determine.
SECTION IV Lifting the suspension and reinstatement on the list Article 158 1 suspension lifted-the auditor whose entry is suspended voluntarily can request removal of the suspension and the application be directed to the Registration Committee and accompanied by the documents referred to in paragraph 2 of article 150, and may be provided in case of registration be suspended for less than a year. 2-the auditor suspended compulsively is considered, at the end of the period of suspension, the situation of voluntary suspension, in particular for the purposes of the preceding paragraph. 3-the resolution on the lifting of the suspension is preceded by investigation, pursuant to article 151, paragraph 2, if the Registration Committee deems it necessary. 4-in the case of a suspension for a period exceeding five years of deliberation on the your survey is also preceded by an assessment of technical skills essential to the practice of the profession. Article 159 Re-enrolling after cancellation PRESIDENCY of the COUNCIL of MINISTERS 113 1-everyone who has obtained the voluntary cancellation of registration and meet the General requirements laid down in article 137(2) may request reinstatement on the list of Auditors with exemption from the provisions of points (a) (f)) and g) of paragraph 1 of that article, on request to the Commission for registration and accompanied by the documents referred to in paragraph 2 of article 150 and may the same be provided in case of the cancellation have been obtained less than a year ago.
2-After five years on the compulsive cancellation of registration referred to in point (a)) Article 157, and not checking any facts or situations already in it, the person concerned may apply for your re-enrollment in the list of Auditors, provided they meet the General requirements laid down in article 137, on request to the Commission for registration accompanied by the documents referred to in paragraph 2 of article 150. 3-Checked the regularity of the request and of the documents attached, the Registration Committee refers the case to the Disciplinary Committee, to find out if the applicant meets the conditions required for re-enrollment. 4-the report of the investigation conducted by the disciplinary board shall be submitted to the Commission for registration within 30 days, which may be extended by the Commission taking place justified reason. 5-in the case of voluntary cancellation of registration for a period longer than five years, the ruling on the your survey is also preceded by an assessment of technical skills essential to the practice of the profession. 6-in case of refusal of the application for restoration, new request may be submitted only after three years from the date of notification of the refusal. Title V public register PRESIDENCY of the COUNCIL of MINISTERS Article 114 160 public register the order ensures the registration of statutory auditors, the audit firms, as well as the forms of Association of audit firms provided for in paragraph 7 of article 108.
Article 161 1 public register content-the public register referred to in the previous article identifies each statutory auditor, each audit firm and each Association of audit firms, through a specific number. 2-information from the public register shall be entered and maintained in electronic form and communicated to the CNSA for public disclosure. 3-in addition to the facts and information referred to in the following paragraphs, the public record contains the name and address of the entities responsible for approval by the quality control, the inspection and penalties in respect of statutory auditors and audit firms, as well as by public oversight of statutory auditors and audit firms. 4-as regards statutory auditors, the public register contains the following information: a) name, domicile address, professional email and registration number; b) if applicable, the name, address, Web site address and registration number of the audit firm that employs the statutory auditor or with which it is associated as a partner or otherwise;
PRESIDENCY of the COUNCIL of MINISTERS 115 c) all other records, such as statutory auditor, with the competent authorities of the other Member States and as auditor, with third countries, including the names of the registration authorities and, if applicable, the registration number (s); d) the situation of suspension of the exercise of the activity, if applicable.
5-third-country auditors registered should appear in the register as such and not as statutory auditors. 6-as regards audit firms and associations of audit firms, the public register contains the following information: a) Name, Head Office, email address and registration number; b) legal form; c) information about the contacts, the primary contact person and address on the Internet; d) address of each Office in Portugal; e) Name and registration number of all statutory auditors employed by the audit firm or associated as partner or otherwise; f) names and business addresses of all members or shareholders; g) names and business addresses of all members of the administrative or management; h) if applicable, the identification of the network, whether national or international, to which he belongs and the indication of the place where it is available to the public information on PRESIDENCY of the COUNCIL of MINISTERS 116
names and addresses of companies and subsidiaries adherents to this network; I) all other records, such as audit firm, the competent authorities of the other Member States and as audit entity with third countries, including the names of the registration authorities and, if applicable, the registration number (s). 7-The third-country audit entities registered in the register as such and not as audit firms. Article 162 Inscription and registration information update 1-in the context of your registration process, statutory auditors, audit firms and audit firms should pay the order, for the purposes of entry in the public register, the information referred to, respectively, in paragraphs 4 to 6 of the preceding article. 2-statutory auditors, audit firms and audit firms shall notify the order of any changes to the information contained in the public register, within 30 days after the occurrence of such changes. 3-the information provided for the purposes of registration, pursuant to the preceding paragraphs, shall: a) be signed by the statutory auditor or the legal representatives of the audit firm or Association of audit firms; b) be drawn up in Portuguese, or in any other language or official languages of the European Union or the European economic area since accompanied by certified translation.
PRESIDENCY of the COUNCIL of MINISTERS-117 4 the preceding paragraphs shall apply, mutatis mutandis, to the Auditors and audit entities from the third countries referred to in paragraphs 5 and 7 of the previous article.
Article 163 individuals or collective registration permitted to exercise the activity of audit in third country 1-Are also subject to public registration laid down in article 160 natural or permitted to exercise collective review of accounts activity in a third country to submit the audit report of individual or consolidated accounts of an entity with headquarters outside the community and with securities admitted to trading on a regulated market in Portugal unless the society only issue debt securities admitted to trading on a regulated market, whose nominal value does not exceed on the date of issue, € 50 000 or, in the case of issuing another currency, the value equivalent to € 50 000. 2-the register of entities referred to in the preceding paragraph shall be provided by the SEC. 3-the SEC may waive the registration of individuals or collective permitted to exercise the statutory audit activity in a third country to submit the audit report of individual or consolidated accounts of an entity with headquarters outside the community, if this individual or collective person is subjected, in a third country, the system of public oversight, quality control and inspection and sanctions which meet the requirements equivalent to those provided for in the applicable legal standards and There is reciprocity.
PRESIDENCY of the COUNCIL of MINISTERS 118 4-in the cases referred to in the preceding paragraph, shall apply, mutatis mutandis, the provisions of articles 161 and 162, and all communications provided there be directed to SEC.
TITLE VI statutory auditors of the European Union or the European economic area and of Portuguese language countries chapter I exercise of professional activity by statutory auditors of the European Union or European economic area Article 164 scope this chapter applies to statutory auditors from any of the Member States of the European Union or the European economic area , being allowed to exercise your in Portugal, since them authorized to your professional activity and comply with the provisions of article 169. Article 165 definitions for the purposes of this title, the following expressions have the following meanings:) "auditor of the European Union or of the European economic area, the national of a Member State of the European Union or the European economic area PRESIDENCY of the COUNCIL of MINISTERS European 119 entitled to exercise in Portugal the profession of chartered accountant providing respective services; b) ' home Member State ' means the country where the statutory auditor of the European Union or the European economic area is legally established.
Article 166 title 1-Professional Recognition are recognized in Portugal, as statutory auditors, and as such authorized to their profession, the persons authorised to pursue the profession in any of the other Member States of the European Union or the European economic area, and for that purpose to conduct the training provided for in article 169. 2-the reviewer referred to in the preceding paragraph must use your title expressed in Portuguese language and in the language of the Member State of provenance, indicating the professional body to which it belongs. 3-is required to the auditor of the European Union or the European economic area the title proof of your right to exercise the profession in the Member State of provenance. 4-statutory auditors recognised under paragraph 1 shall be subject, in the exercise of its activity in Portugal, to these regulations and other legal rules and regulations. Article 167 1-professional status as regards the rules governing the mode of exercise of the profession, PRESIDENCY of the COUNCIL of MINISTERS 120
in particular those relating to rights and duties, incompatibilities, the responsibility and the code of ethics, the statutory auditors of the European Union or the European economic area are subject to the terms of Office applicable to statutory auditors. 2-in matters not included in the preceding paragraph, apply to the statutory auditors of the European Union or the European economic area rules in force in the Member State of provenance. 3-the provisions of paragraph 1 shall apply irrespective of the statutory auditor in the European Union or the European economic area have professional establishment in Portugal and to the extent that your compliance is particularly viable and justified to ensure correct exercise, in Portugal, the statutory auditor and the independence, the prestige and the dignity of the profession. Article 168 penalties 1-the statutory auditor of the European Union or the European economic area who violates the provisions of this title and in particular the provisions of the preceding article shall be subject to the penalties provided for statutory auditors. 2-the order shall apply in relation to the statutory auditors of the European Union or the European economic area the penalties provided for in these bylaws and referred to in the preceding paragraph, and may ask the competent professional bodies of the Member State of provenance information, documents and the steps necessary for the instruction of the respective processes and the application of sanctions to the case will fit. 3-the order must inform the Member State of origin of the sanctions that apply to statutory auditors of the European Union or the European economic area.
PRESIDENCY of the COUNCIL of MINISTERS 121 CHAPTER II conditions of registration of statutory auditors from the European Union or European economic area Article 169 1 Training-training is carried out in accordance with regulation in the course of preparation for auditor, in Portuguese language, and necessarily focuses on the legal and tax matters which form part of the modules of the course of preparation for auditor. 2-training is face-to-face and the frequency of the modules may not be less than 80% of time laid down for each of them. 3-natural persons authorized to exercise the profession in any of the Member States of the European Union or the European economic area may require, to the Board of Trustees, the exemption of that frequency since have exercised professional activities connected in Portugal for at least 10 years. Article 170 Inscription for the purposes of the exercise of the right of establishment and freedom to provide services 1-registration of statutory auditors from other Member States of the Union PRESIDENCY of the COUNCIL of MINISTERS or of the 122 European economic area that carry on the right of establishment is done upon request written in Portuguese language and addressed to the Commission, with the indication of your full name , the positions and activities engaged in, the professional domicile in the Member State of origin, the date of birth and the future professional domicile in Portugal.
2-the said application shall be accompanied by: a) official document of identification with the indication of nationality; b) document for entitlement of the applicant to exercise any of the professional activities referred to in paragraph 1 of article 166, issued less than three months by the competent authorities of the Member State of provenance; c) documentary proof of completion of the training referred to in the preceding article or your exemption, pursuant to that article; d) certificate of professional liability insurance, warranty, or any equivalent instrument, in accordance with paragraph 3 of article 38 of law No. 2/2013, of January 10, where applicable. 3-the Commission for registration should only perform the registration of statutory auditors from the European Union or the European economic area, for purposes of exercising the right of establishment, provided that it is ensured that your stay effective in Portugal located in professional domicile and compliance with the rules governing professional ethics and conduct in force, unless compliance with such policies and rules is ensured through a statutory auditor established and enabled in Portugal and in the service of the which play to your activity. 4-the provisions of paragraphs 1 and 2 shall apply to the registration of statutory auditors from other Member States of the European Union or the European economic area who provide occasional and sporadic services in the national territory, under the freedom to provide the COUNCIL of MINISTERS PRESIDENCY 123 services, excepted the indication of an address for service in Portugal, replaced by an indication of professional domicile of statutory auditor established and enabled in Portugal for receiving quotes and notifications.
5-the order can require the statutory auditors of the European Union or the European economic area, at any time, one or more of the documents referred to in paragraph 2, for the purposes of the requirements laid down for the exercise of the profession. CHAPTER III conditions of registration of statutory auditors of Portuguese language countries Registration article 171 of the statutory auditors of the countries of Portuguese language articles 164 to 170 shall apply, upon the establishment of reciprocity protocols and decision of Board of Directors, the statutory auditors enrolled in similar organisations exist in the countries of Portuguese language. TITLE VII supplementary provisions and final provisions article 172 order Communications companies and other entities within 30 days from the date of final transit of the deliberation, the order must communicate to businesses and other entities whether mandatory suspensions, cancellations and expulsions compulsives of Auditors that PRESIDENCY of the COUNCIL of MINISTERS 124
serving the public interest in them. Article 173 1-Companies At audit firms shall apply the General rules set out in this Statute at all contrary to the respective special regime. 2-audit firms of civil nature can transform, merge or split off in accordance with the commercial companies code. Article 174 foreign companies foreigners who have acquired in Portugal the qualification of Chartered Accountants may constitute audit firms in accordance with this Statute on equal terms with nationals. Article 175 collaboration of entities The notaries, the protective measures, the Tax and Customs Authority, the General Inspection of finance, the securities market Commission, the Bank of Portugal, the supervisor of insurance and pension funds and other public entities, in situations where there is no place the intervention of Auditors and whenever they give rise to doubts as to the professional qualification of these or any irregularities detected within the framework of its competence their knowledge should give the order. Article 176 participation of public crimes 1-statutory auditors must participate to the public prosecutor's Office, through the Presidency of the COUNCIL of MINISTERS Order 125, the facts detected in the exercise of their public functions, indicating the practice of public crimes. 2-in the case of the crimes provided for in Act No. 25/2008 of 5 June, amended by decree-laws Nos. 315/2009, of 30 October, 242/2012, of 7 November 18/2013, of 6 February, and 157/2014, of 24 October, the communication must be made also to the financial intelligence unit. Administrative Cooperation article 177 the order must provide and request public associations professionals or to the competent administrative authorities of the other Member States of the European Union and the European economic area, as well as the European Commission, mutual assistance and take the necessary steps to cooperate effectively, within the framework of the procedures relating to service providers from other Member States, in accordance with Chapter VI of Decree-Law No. 92/2010 , July 26, and of paragraph 2 of article 51 of law No. 9/2009, on March 4, as amended by laws Nos. 41/2012, 28 August, and 25/2014, of May 2, notably through the internal market information system.