Ministério da Justiça (Ministry of Justice)
Administrative Rule
With the approval of Decree-Law no. 125/2006, of 29 of June, a special regime for the online setting up of companies was provided for.
The regime enables the setting up of commercial companies or civil law companies having a commercial form, like private limited companies and public limited liability companies, through a website, except for a few situations. For this purpose, the indication of data and the delivery of documents must be performed, respectively, following an electronic authentication and the use of an electronic signature.
The designation, functioning and functions of the website, as well as the use of electronic authentication and electronic signature means, when indicating data and delivering documents in the referred website, require that a regulation is provided for, as determined by article 17 of Decree-Law no. 125/2006, of 29 of June.
Therefore:
The Government, through the Minister for Justice, pursuant to article 17 of Decree-Law no. 125/2006, of 29 June, and to paragraphs 1 and 5 of article 45 of the Commercial Register Code, hereby orders the following:
Article 1
Subject-matter
This administrative rule governs:
a) The designation, functioning and functions of the website that enables the online setting up of commercial companies or civil law companies having a commercial form, like private limited companies and public limited liability companies;
b) The procedure for indication of data and the delivery of documents at the website by interested parties.
Article 2
Website designation
The online setting up of commercial companies or civil law companies having a commercial form, like private limited companies and public limited liability companies, shall be performed through the website with the address www.empresaonline.pt, to be maintained by the Direcção-Geral dos Registos e do Notariado (Directorate-General for Register and Notaries).
Article 3
Website functions
1 - The website must enable the following functions, among others that may be required:
a) The authentication of users through digital certificates;
b) The indication of identification data of interested parties;
c) The choice for an invented business name created and reserved in favour of the State beforehand;
d) Examination as to the admissibility and acquisition of a business name, pursuant to paragraph 3 of article 45 of the regime of Registo Nacional de Pessoas Colectivas (RNPC) - National Register of Legal Entities;
e) Indication of the business name included in the business name admissibility certificate issued by the RNPC;
f) Choice for and filling up of statutes or instrument of constitution of a model approved by the Director-General for Register and Notaries, or for submitting statutes or instrument of constitution prepared by interested parties;
g) Presentation in one's own terms of statements referred in paragraph 3 of article 7 of Decree-Law no. 125/2006 of 29 June;
h) Electronic completion of elements necessary to the presentation of the declaration concerning the taking up of activity for fiscal purposes;
i) Submission of documents necessary to the examination of the application and to correct any shortcomings;
j) Electronic signature of documents delivered;
l) Electronic payment of services;
m) Gathering of information enabling the contact between competent services and interested parties and their representatives;
n) Application for commercial register of company constitution;
o) Certification of date and hour the register application was concluded;
p) Access to website where legal publications are made available.
2 - In the case provided for in point c), the website shall allow interested parties to complete the composition of the business name with legally required additions, as well as with any expression concerning the corporate objects that interested parties choose to include between the invented name and the referred additions.
Article 4
Application registration order
1 - Applications for the online setting up of companies through the Internet site shall be registered by order of the respective reception.
2 - Where the conduct of the procedure for the online setting up of companies is distributed among other registry offices, pursuant to paragraph 2 of article 3 of Decree-Law no. 125/2006 of 29 June, the applications shall be registered by the respective order of reception in the commercial register office where the application has been distributed to.
3 - In case applications for register are received after 4 p.m. and is not automatically registered by computers, the applications shall be registered on the following day, before registering the first application performed in person or submitted by fax, where appropriate.
Article 5
Electronic authentication
1 - For the purpose of the online setting up of companies, the electronic authentication of lawyers, solicitors and notaries shall be performed through the use of a digital certificate that evidences the professional quality of the user.
2 - As regards the remaining users, the electronic authentication shall be performed through the use of a digital certificate, pursuant to the legal regime of electronic documents and electronic signature, approved by Decree-Law no. 290-D/99, of 2 August, as amended by Decree-Laws no. 62/2003, of 3 April, and 165/2004, of 6 July.
Article 6
Digital certificates of lawyers, solicitors and notaries
In the scope of the online setting up of companies, digital certificates of lawyers, solicitors and notaries shall only be used for professional purposes, as evidenced by electronic lists of certificates made available, respectively, by the Ordem dos Advogados (National Bar) the Câmara dos Solicitadores (Solicitors Association) and the Ordem dos Notários (Notaries Order).
Article 7
Electronic signature of documents
1 - In the course of the procedure for the online setting up of companies, each applicant must use its qualified electronic signature on the statutes or instrument of constitution of the company, except where the applicant uses a hand-written signature, recognised in the presence of a lawyer, solicitor or notary.
2 - The remaining documents submitted in the course of the procedure for the online setting up of companies must bear the qualified electronic signature of the interested party sending the documents, except where a lawyer, solicitor or notary is responsible for such submission.
3 - The documents submitted in the course of the procedure for the online setting up of companies shall be digitally signed by the receiving computer system.
Article 8
Electronic supporting documents and communication
1 - The electronic supporting document referred to in paragraph 1 of article 10 of Decree-Law no. 125/2006 of 29 June shall be submitted to interested parties by email.
2 - The register of the company's statutes or instrument of constitution, under point a) of paragraph 2 of article 12 of Decree-Law no. 125/2006, of 29 June, must be notified to interested parties by email, and where appropriate by short message service (sms).
Article 9
Entry into force
This Administrative Rule shall enter into force on 30 June 2006.
For the Minister for Justice, João Tiago Valente Almeida da Silveira, Secretary of State for Justice, on 29 June 2006.
