The Business Registers Interconnection System (BRIS)

The Business Registers Interconnection System (BRIS)

Decree-Law no. 24/2019 (the “Decree-Law”), carrying out the second phase of transposition into national law of Directive 2012/17/EU[1] (the “Directive”), and Ordinance no. 80/2019 (the “Ordinance”) were published on 1 February and 18 March, respectively. Both legal acts are intended to allow Portugal to integrate the Business Registers Interconnection System (“BRIS”).

BRIS[2] aims to allow for cross-border interconnection and access to information on companies registered in the European Union (“EU”), Iceland, Liechtenstein or Norway. The information is available on the European Justice Portal.

Entities concerned (“Entities”): (i) private limited liability companies, (ii) public limited liability companies, (iii) limited partnerships by shares, (iv) external financial branches and (v) permanent representations of limited liability companies.

Information made available: The information on the name and legal nature, place of business and country of registration, as well as the identification number of a corporate entity or equivalent entity (NIPC) of the Entities is made available through BRIS, free of charge. In addition, it is possible to obtain, electronically, information and documents related to acts of commercial registration of the Entities, such as members of corporate bodies, by-laws, annual accounts and subscribed share capital[3].

Interconnections in respect of Branches: The national business register shall notify (via BRIS) the competent register of the Member State (“MS”) where the permanent representation of a Portuguese company is located, of the following: facts that determine the opening and closing of any winding-up or insolvency proceedings, as well as the cancellation of the company’s registration. As for permanent representations in Portugal of commercial companies of another MS, the national commercial register shall register the same set of facts, free of charge, following the notification by the competent register of such MS.

Interconnections in respect of Cross-Border Mergers: Where in a cross-border merger the acquiring company is established in Portugal, the national business register shall notify the competent MS register of each acquired company with its head office in the EU of the date on which the merger takes effect. Where a company having its registered office in Portugal is acquired in a cross-border merger, registration of the same is promoted by the national commercial register on receipt of the notification of the date on which the merger takes effect by the competent MS register where the acquiring company has its registered office.

In order to operationalize the new forms of communication and availability of information, the Ordinance established the composition of the unique identifier (“EUID”), which enables the unequivocal identification of Entities within the EU. The EUID is made-up by the code “PTIRNMJ”, followed by the NIPC of the Entities, and will be included in their registration. In relation to the permanent representations in Portugal of companies based in other MS, the corresponding EUID will also be identified in the national registry.

The Decree-Law and the Ordinance, which introduced amendments to the Commercial Registry Code[4], Registries and Notary Emoluments Regulation[5] and Commercial Registry Regulation[6], will enter into force on 1 July 2019.

[1] Directive 2012/17/EU of the European Parliament and of the Council of 13 June 2012, amending Council Directive 89/666/EEC and Directives 2005/56/EC and 2009/101/EC of the European Parliament and of the Council as regards the interconnection of central, commercial and companies registers, rules of which were codified by Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017.

[2] Established within the framework of said Directive and Commission Implementing Regulation (EU) 2015/884 of 8 June 2015. Currently all EU Member States (except Bulgaria, Ireland, Portugal and Romania) and Norway participate in BRIS.

[3] Article 8 of the Decree-Law provides that the following acts and documents filed in the national commercial register are made available: (a) the appointment and termination of functions of the members of the administrative and supervisory bodies of companies; (b) act of incorporation and document of incorporation; (c) amendments to the articles of association, including the extension of the company; (d) updated by-laws; (e) documents relating to the recording of accounts; (f) change of registered office; (g) dissolution; (h) designation of liquidators; (i) judgment of insolvency or judicial order to continue liquidation; (j) a judicial decision declaring the articles of association null and void; (k) the closing of the liquidation, as well as the cancellation of the registration of the entity.

[4] Approved by Decree-Law no. 403/86, of 3 December. In this regard, it should also be mentioned that Decree-Law no. 24/2019 has further harmonized the Commercial Registry Code with the amendments introduced to the Simplified Corporate Information (in Portuguese “Informação Empresarial Simplificada” – IES) by Decree-Law no. 87/2018, of 31 October, with the purpose of simplifying the fulfilment of annexes A and I of IES, changing the list of documents included in the deposit of the registration of accounts.

[5] Approved by Decree-Law no. 322-A/2001, of 14 December.

[6] Approved in attachment to Ordinance no. 657-A/2006, of 29 June, as amended.

Rita Beirôco

Rita Beirôco

Founding Partner/Lawyer