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Company on line and Registrations on line (COL and ROL)

Anonymous (not verified)
Published on: 10/06/2009 Document Archived

COL is a procedure for creating companies (one-man/single shareholder company, private limited company/partnerships or public limited company) in the internet, without a single trip to an office desk. The main goal of this project was allowing creating a company and promoting its incorporation in the public registry by a dematerialized procedure. With COL the citizen no longer has to fill in several forms or make several trips to different public services. The provider of this service is the Instituto dos Registos e do Notariado, I.P., which is the public entity, in the Ministry of Justice, responsible for the registries and notary procedures. Since it was released, it allowed the start-up of 408 new companies.

ROL is a procedure for promotion of acts of business registration online, including change of corporate bodies, alteration of share capital, transformation of companies, changes in contractual terms, dissolution or liquidation and others.

The ROL falls within a broad framework of measures of simplification of life of citizens and businesses. This promotion of acts of commercial registration online is faster and cheaper than the use of traditional means and it is expected that the records are made immediately or within two working days of maximum. This project contributes to technological development and the promotion and cost reduction context. The citizen who have a national identification card containing a means for certification of electronic identity are allowed to submit registrations in this way (to promote democratization of electronic media available to the citizen and the use of all features and means to reach), or lawyers, notaries or solicitors can promote acts of registration, without the need to shift to a service.

Policy Context

With this eGovernment initiative Portuguese Government intent to continue to lightening administrative burden and obtaining efficiency gains, following the «SIMPLEX» program (Public program for reducing administrative burden in public administration). This programme is part of a group of measures by which the Portuguese Government intents to follow the UE Lisbon Strategy reviewed by the Spring Council of 2005. This measure follows other initiatives, such as «On the spot firm», that aim to create a new business environment in Portugal and promoting national and foreign investment by allowing to set a business at lower costs.

In April 2006 commercial laws were reviewed eliminating the need to perform a public deed in order to, for instance, introduce changes in the articles of the memorandum of association or increase company’s share capital and simplifying trade registry procedures.

From 20 December 2006 it is possible to submit on line to trade registrar several other facts, like, for example, appointment or removal of directors or auditors of a company. Since then it is also possible to have an extract from the Commercial Registry permanently actualized on line, that has the same legal value as the paper extract – It is the “Certidão Permanente” (Permanent Cerificate) up dated certificate – also submitted to this awards).  And since 19 April 2008 we can request information from the commercial register on-line date in English - the English language used in the permanent certificate.

This iniciative also promotes the development of the "Plano Tecnológico" (Public policy for the promotion of the use of new technologies) promoting the exploitation of new technologies by the entrepreneurs and increasing the public administration offer of e-services.

Description of target users and groups

Entrepreneurs and citizens - who want to get a constitution of society in a rapidly competitive or register a notice of registration, a short specific period of time, with gains of time and economic Lawyers, solicitors - who seek to satisfy customers, trying to provide them as fast and so efficient as possible Notaries - seeking advise users in order to serve them so fast and efficient.

Description of the way to implement the initiative

The COL procedure and the ROL procedure, performed by Internet, without going to any public service, are very simple:

- The interested parties must have a digital certificate and authenticate themselves in the site.

- Then, its needed to choose one company name from the pre-approved list, or use instead a certificate of admissibility.

- In the case of ROL, the transmission of documents, provig the acts of the commercial registrations, is made through the website.

 - It can been used a pre approved standard memorandum and articles of association or one made by the interested parties that will be analyzed by the registrar.

- After introducing and validating all the information about the company, a e-mail and a sms is sent informing interested parties about the reception of the request for incorporation and another one once the incorporation is successfully completed.

Everything is done through the internet, in articulation the Local Trade Registry Office, which, after the incorporation in the trade registry and the publication in the official site (http://publicacoes.mj.pt/pt/index.asp), transmits all the information on the company formation to other public services.

All the activities inherent the sucess of COL and ROL arte the responsability of the Registo Nacional de Pessoas Colectivas (RNPC) and the Local Trade Registry Office, under the coordination of the Instituto dos Registos e do Notariado, IP (IRN, IP) (which is the public entity, in  the Ministry of the Justice, responsible for the registries and notary procedures) with the technological support of the Instituto das Tecnologias de Informação na Justiça (ITIJ, IP) and yhe Agência para a Modernização Administrativa, IP (AMA, IP).

The managment of human resources is calculated according to the optimization of resources, not involving a lot of resources, since the procedures are done automatically by the internet, which free up resources for others tasks of implementing less technologies.

Technology solution

Technological solution is supported by a, mainly predominant, Microsoft infra-structure with the Windows 2003 operating system. It was developed and is actually ongoing with the Microsoft .NET Framework 2.0. The data base for the commercial register is based in Microsoft SQL Server 2005. Regarding the document management system, the digitalized documents, sent by the users, are kept in the IBM Filenet P8 platform. After validation, the requests are sent to the integrated commercial register system, which is also supported by the same technology solutions, differing in the data base which is in Oracle 11g.

The interoperability between systems is assured by webservices, development in ASP.NET. At the same level, there are file transfer, by FTP, which are processed in clusters.

Technology choice: Standards-based technology

Main results, benefits and impacts

During 2008, 13.118 online commercial registries by transcription were undertaken, by May 2009 we had 13.096 requests, which demonstrates the strong acceptance in the use of technological means to submit these registry requests.

During the year 2009 alone and until the 31st of May, 2.280 companies were formed through the Internet.

 It is cheaper to set up companies by COL:

The formation of an "Online company" costs 360€, publication included (plus stamp duty) if it is chosen a model memorandum and articles of association.

The formation of an "Online company" whose purpose is to promote the technological innovation, research or development costs just 300€, publication included (plus stamp duty).

The traditional company formation method implied paying a minimum fee of around 500€.

Return on investment

Return on investment: €49-299,000

Track record of sharing

We are fully prepared to share our experience and know-how with other public administrations, having sent a delegation to Slovenia and Cape Verde to help on the implementation of similar cases.

We have had exchanges with other Portuguese-speaking countries, particularly Angola, Mozambique, São Tomé, in the adaptation of legislation of the various projects such as, for example, regarding the Permanent Certificate.

Lessons learnt

Public administration bodies can perform a good service and, at the same time, reduce administrative costs.

The submission of information to other public services avoids demanding from citizens information already held by other services.

Any country can learn something with this project as the simplicity of the procedure allows adapting it to different law systems and the e-tools used are available worldwide.

Scope: Pan-European
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