Decree-Law no. 157/2019: the foundations institution act and the foundations registration regime
SÉRVULO PUBLICATIONS 20 Dec 2019
The Foundations Framework Law, approved as an annex to Law no. 24/2012 of 9 July (“Foundations Framework Law”), provides that Portuguese foundations, as well as foreign foundations that develop their purposes in national territory, are subject to registration.
Accordingly, in the development of the legal regime provided for in the Framework Law of Foundations, on October 22, it was approved the Decree-Law no. 157/2019 (hereafter "Decree-Law") which regulates the form of the act of institution of foundations and the foundation registration regime.
At the same time, the Decree-Law aims to simplify the procedures associated with the life of foundations, from their creation until their extinction, by making publicly available their identification elements and reducing the bureaucratic costs that currently exist.
These aims will be achieved through the possibility of establishing foundations by means of an authenticated private document (as an alternative to public deed), as well as by the application of principles of simplification and cooperation between public administration bodies.
With regard to foundations established prior to the date of entry into force of the Decree-Law, a transitional regime is foreseen for the transition of the data contained in the Central Legal Entities File, the commercial register and the records of the General Secretariat of the Presidency of the Council of Ministers (“SGPCM”) to the register of foundations.
The transition of these data must be made within three months from the date of entry into force of the Decree-Law, after SGPCM has indicated the legal nature of foundations under the Foundations Framework Law. This information should then be completed and updated by the foundations, which must request within three months of the notification to that effect, by online notice, the registration of the facts subject to registration.
On the other hand, the registration of the facts concerning the life of foundations, shall be made upon request submitted to the SGPCM, preferably by electronic means.
In addition to the publication of the founding act, its bylaws and its amendments, an additional set of legal facts relating to the life of foundations are now required to be published, including the request for recognition of the foundation, the granting of the public utility status and the appointment, renewal and termination of the office of the members of the management and supervisory bodies (among others).
It should be noted that the registration of these facts, as well as the registration of lawsuits, proceedings, preliminary injunctions and judicial decisions, must be promoted within two months of the date on which the facts were file, or, in the case of lawsuits and preliminary injunctions, within two months from the date of their filing, and, in the case of judicial decisions, from the date of the final decision.
Failure to comply with the deadlines provided for in the Decree-Law for the registration of the facts subject to registration determines the payment of an amount equal to the one foreseen as a fee, regardless of the gratuity, exemption or reduction that such act benefits.
Teresa Mira de Oliveira
tmo@servulo.com
