Online registration of permanent representations of foreign companies

On December 9^th, 2021, it was published in “Diário da República” the Decree-Law No. 109-D/2021, which establishes a legal framework regarding the online registration of permanent representations of companies with registered head offices abroad and amends several laws, partially transposing into national law the Directive (EU) 2019/1151 of the European Parliament and of the Council of June 20^th, 2019 (hereinafter the “Decree Law”).

Aiming to assist companies established in the internal market to expand their economic activities across borders more easily, contributing to reduce costs, administrative burdens and the timing of procedures related to international expansion, the Decree-Law grants the possibility for those companies to proceed with the online registration of permanent representations of companies with registered head offices abroad, in order to submit their request online, performing, among other acts that may be required, the payments of the respective registration fees by electronic means.

For the purposes of commercial registration of the setting up of of permanent representations and of the appointment and powers of the respective legal representatives, the interested parties must submit, through the website, the following documents, without prejudice to other documents that may be required:

-        Documents attesting the legitimacy of the interested party for the act;

-        Document attesting the legal existence of the company that sets up the permanent representation, when it is not a company with registered head office in a European Union Member State;

-        Document attesting the resolution of the represented company that approves the setting up of the permanent representation, as well as its name, purpose, place of representation, the allocated share capital, if applicable, and the closing date of the financial year;

-        Document attesting the appointment of the legal representatives of the permanent representation and the respective powers and, when not included therein a declaration of acceptance of the appointment, and declaration stating that the legal representatives are not aware of any circumstances that may inhibit them from exercising the position;

-        Copy of the full and updated bylaws of the represented company; and

-        Document proving the legal existence of the represented company.

The competent Commercial Registry Office may validate the information of the represented company with its registered head office in another member state through the system of interconnection of central registers, commercial registers and company registers between the registers of the Member States of the European Union.

After the initial verification of the identity and legitimacy of the interested parties for the act, as well as of the regularity of the submitted documents, the competent Commercial Registry Office will proceed to the following acts:

-        Completion of the registration regarding the setting up of the permanent representation and the appointment of its legal representatives, which is immediately communicated to the interested parties;

-        Automatic and electronic communication of the setting up of the permanent representation to the central file of legal persons and codification of the economic activity;

-        Automatic and electronic promotion of the registration’s legal publications;

-        Communication to the interested parties of the permanent representation social security identification number, the access code to the company's electronic card and subsequent sending of the company's card free of charge;

-        Provision of a free access code to the permanent representation commercial extract for a period of three months;

-        Provision to the competent services, through electronic means, of the necessary data for the control of tax obligations to the tax administration, of the required data for purposes of notifying the commencement of activity of the permanent representation to the Authority for Working Conditions, as well as the necessary data for the officious registration of the permanent representation with the social security services and, if applicable, at the commercial records. Within this scope, it is the responsibility of the tax administration services to electronically notify the social security services of the information’s regarding the commencement of activity.

The Decree-Law also foresees that the competent Commercial Registry Office shall complete the commercial registration regarding the setting up of the permanent representation within 10 (ten) days as from the date of completion of all formalities. If it is not possible to complete the commercial registration within the 10 (ten) days deadline, the competent Commercial Registry Office must electronically inform the applicant of the reasons of the delay.

The Decree-Law also amended several laws, adapting them to the Directive (EU) 2019/1151 of the European Parliament and of the Council of June 20^th, 2019, especially regarding the already implemented online incorporation of companies. For the purposes of the appointment of corporate bodies commercial registration, we highlight that the directors of private limited companies or public limited companies, respectively, shall draft a declaration expressly stating that they are not aware of any circumstances that may inhibit them from exercising the position of directors, when not stated in the incorporation deed or bylaws.

The Decree-Law No. 109-D/2021, of December 9^th, 2021, entered into force on December 10^th, 2021.

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