Disqualifications and dismissals database created

Decree-Law 114-C/2023 of December 5[1] (“Decree-Law 114-C/2023”) creates the disqualifications and dismissals database (“BDID”), which contains information on:

• individuals who are permanently disqualified from running a business, holding office as a director, or being a member of a corporate body subject to registration, or administering other people’s assets—the data are kept for 20 years and can be consulted during the disqualification period;[2] and

• final judicial decisions dismissing members of corporate bodies—the data are kept for 5 years.

BDID objectives

• To ensure the currently dispersed information on disqualifications and dismissals can be centralized and consulted by entities that need it to exercise their legal powers.
• To facilitate the exchange of this information between European Union (“EU”) Member States through the Business Registers Interconnection System (“BRIS”).

Therefore, Decree-Law 114-C/2023 establishes the rules on the organization, access, consultation, communication, conservation, destruction, and security of the information contained in the BDID, as well as the entities responsible for processing and auditing it.

These new rules include the following:

• Commercial registry: The obligation of commercial registries to consult the BDID before registering the start or change of an individual businessperson’s activity, or the appointment or reappointment of a director or other member of a corporate body subject to registration. Registration will be refused if (i) an impediment is verified by consulting the databases or registers of other Member States, or (ii) the person fails to submit a declaration stating that they are not aware of circumstances that could prevent them from holding the position.
• Possibility of access to the BDID by notaries, lawyers and legal executives to prevent individuals who have been disqualified or judicially dismissed from carrying out forbidden acts.

• Inclusion of information on the disqualification of individuals as part of the exchange of information between the commercial registries of EU Member States through BRIS, enabling the Portuguese commercial registry to request and obtain this information from another Member State, and to communicate it at the request of another Member State.

Entry into force

• Decree-Law 114-C/2023 entered into force on December 6, 2023, and it applies to events occurring after that date.

[1] Completes the transposition into Portuguese law of Directive (EU) 2019/1151 of the European Parliament and of the Council of June 20, 2019, amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law (Directive 2019/1151).

[2] Judges, public prosecutors, and administrative entities with disqualification powers are given access to the register containing the disqualifications ordered in the past 20 years.