Business registers in EU countries

Portogallo

This page provides you with an overview of Portugal’s business register.

Contenuto fornito da
Portogallo

History of the creation of the business register

When was it founded?

The business register in the modern sense, that is to say, a register held by a publicly available public officer, with universal coverage and recognised legal effects, with the objectives of ensuring publicity and enhancing the security of legal trade began with the 1833 Commercial Code, which entered into force on 14/1/1834.

When was it digitised?

The great impulse in this area took place in 2006 following the adoption of Decree-Law No 76-A/2006 of 29 March, which approved a wide range of measures to simplify the lives of citizens and businesses. Order No 1416-A/2006 of 19 December 2009 governing the promotion of online business registration documents and the creation of the permanent certificate was subsequently adopted.

At present, the entire activity of the commercial register is now carried out in an IT application and in a single database, called SIRCOM (Integrated System of the Commercial Register).

What is the current applicable legislation?

The commercial register is currently governed by the Commercial Register Code (CRC) approved by Decree-Law No 403/86 of 3 December 2006 (amended several times) and by the Trade Register Regulation approved by Ministerial Implementing Order No 657-A/2006 of 29 June 2009 (also amended several times).

What information does the business register offer?

The purpose of the commercial register is to publicise the legal position of individual traders, commercial companies, civil-law partnerships in commercial form, individual limited liability establishments, cooperatives, public undertakings, complementary groups of undertakings and European economic interest groupings, natural and legal persons subject to registration by law.

The type of information provided varies according to the entities referred to above and is determined on the basis of the facts subject to registration for each of those entities. Thus, and by way of example, in the case of commercial companies and civil-law partnerships in commercial form, the commercial register provides information on the facts referred to here.

Who has the right to access the register?

The information in the commercial register is public, i.e. anyone can access the information in the register by requesting certificates, uncertified copies and information, spoken or written.

What information does the register hold?

See answer to the question “What information does the business register provide?”

What types of data are stored? (entities registered in the public register, information on insolvency, financial reports, etc.)

In accordance with Article 78d of the CRC, personal data concerning the subjects of registration and the submission of applications for registration are collected for automated processing.

The following personal data are collected from the registrants:

  1. The name;
  2. Marital status and, in the case of unmarried status, mention of majority or minor;
  3. Name of spouse and property regime;
  4. Habitual residence or place of business;
  5. Identification document number;
  6. Tax identification number.
  7. E-mail address, where provided.

For registrants, the following personal data are collected:

  1. The name;
  2. Habitual residence or place of business;
  3. Identification document number;
  4. Bank identification number, if made available by the presenter.

In addition, any other data relating to the legal situation of registrants are collected.

The personal data contained in the database shall support the identification of the active and taxable persons of the facts subject to registration and shall be collected from the documents submitted by the persons concerned.

Which documents are archived/stored (files, document books, statutes, minutes of general meetings, etc.)?

Each registrant has an electronic folder in which all documents relating to the documents submitted for registration and supporting it are stored (e.g. minutes of general meetings, company pacts, articles of association).

How can I perform a search (and what are the available search criteria)?

Acts relating to commercial companies subject to mandatory publication and to certain other entities are published on the publicly accessible website (https://publicacoes.mj.pt/), the consultation of which gives access free of charge to the information in chronological order or by other search criteria such as the name, the identification number of the legal person or the municipality of the location of the registered office of the legal person.

How can I obtain documents?

The information in the commercial register is public, i.e. anyone can access the information in the register by requesting certificates, uncertified copies and information, spoken or written. The issuing of certificates, copies and information shall be subject to payment of the fees provided for in the Regulation on the Registration and Notary of Notaries. These documents may be requested in person or by post.

The permanent extract from the commercial register, as well as the permanent certificate from registers and documents, stored in the electronic file of the entities registered in the commercial register and the permanent certificate of the updated articles of association, may be requested and obtained by electronic means.

Registration procedure

How can I launch the registration procedure (how to submit applications to the register, certification of documents, type of documents which need to be attached)?

The submission of documents for registration may be made in person, by post or by electronic means, and shall be recorded in the journal. The person who submits the registration or applies for the document must deliver the sums due, including those relating to late performance of the obligation to register. Only facts set out in documents that legally substantiate them may be registered.

How are submitted applications reviewed?

Applications for registration are assessed on the basis of the principle of legality, i.e. the feasibility of the application for registration to be made by transcription must be assessed in the light of the applicable legal provisions, the documents submitted and previous registrations, with particular reference to the standing of the persons concerned, the formal validity of the documents and the validity of the acts contained therein. In short, the facts subject to registration are drawn up at the request of the persons concerned and on the basis of documentary evidence sufficient to establish them. Consequently, it is what the person concerned claims – and what proves to be entitled to seek – that he must be classified by the registrar. The latter, verifying the reason for that person and the sufficiency of the documents which he submits, will record the act in the registration system.

Legal effects of the registration

Registered public faith means that registration by definitive transcription constitutes a presumption that the legal situation exists, in the precise terms in which it is defined in the register. This is a rebuttable legal presumption. Public registral faith may be rebutted by proof to the contrary (the burden of proof being borne by the applicant) and registration which is contrary to substantive reality is destroyed. However, as long as the invalidity of the register (be it registral or substantive) has not been proved and recognised in court, the presumption (of truth) operates.

Effect of registrations on third parties pursuant to Article 17 of Directive (EU) 2017/1132

Facts that have to be registered take effect as against third parties only after the date of registration. Facts subject to mandatory registration and publication under the CRC shall take effect against third parties only after the date of publication. Facts subject to registration, even if not registered, may be invoked between the parties themselves or their heirs. The instruments of incorporation of companies and amendments thereto, to which the provisions of the Commercial Companies Code and the law applicable to European public limited companies apply, shall be excluded from the provisions of the preceding paragraph.

Discrepancies between the register entry and its publication

Legal publications shall be made automatically, immediately following confirmation of the registration, and shall contain the mandatory entries in the register.

Who has the responsibility for the accuracy of the records?

The president of the Governing Board of the Institute of Registries and Notaries, I.P. (IRN) shall be the controller of the database of the commercial register, without prejudice to the responsibility conferred on the registrars by law. It shall ensure the right of the data subject to information and access to the data, the correction of inaccuracies, the completion of omissions and the deletion of improperly recorded data, and shall ensure that the consultation or communication of information is lawful.

Data protection procedures

Under the CRC, everyone has the right to be informed about their personal data and their purpose, as well as the identity and address of the controller of the database. Any inaccuracies shall be updated and corrected in accordance with and in the manner laid down in the CRC, without prejudice to the provisions of data protection legislation.

The databases shall provide for the security guarantees necessary to prevent any unauthorised consultation, modification, deletion, addition or communication of data.

Procedures related to the rights of the data subject regarding publishing and storing their personal data

The procedures relating to this matter are laid down in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, which approved the General Data Protection Regulation, as well as in the national general data protection regime established by Law No 58/2019 of 8 August.

Contact information

The IRN DPO can be contacted at the following e-mail address: epd@irn.mj.pt

Useful links

More information and practical details on the business register in Portugal can be found here.

Last update: 30/05/2023

This is a machine translated version of the content. The owner of this page accepts no responsibility or liability whatsoever with regard to the quality of this machine translated text.