Approval of annual accounts under the New Commercial Code

We hereby inform the business community and other interested parties that under the new Commercial Code, approved by Decree-Law no. 1/2022, of 25 May (the “New CCom”), 2 (two) important changes were introduced in respect of the requirements for the company’s annual accounts:

• the timeline for the approval of the annual accounts has been extended from 3 to 4 months, thus giving companies more time to prepare and approve such accounts; and,
• the requirement for the deposit of annual accounts with the Legal Entities Registry is now only applicable to companies that are, by law, obligated to publish their financial statements.

Under the New CCom, an electronic version of the annual accounts must be submitted to the Legal Entities Registry within 90 days of the approval of the accounts by the General Assembly. This approval should occur within 4 months of the financial year end. The Legal Entities Registry will subsequently proceed with the publication of the accounts on their website, which is dedicated to the publication of corporate acts and facts.

Companies that are required by law to publish their accounts already do so in local newspapers. The move towards the publication of the accounts on the Legal Entities Registry’s website is welcome as it implies lesser costs for the publication of the annual accounts. However, currently the Legal Entities Registry’s website is not yet operational. As such, for as long as the Legal Entities Registry’s website is not available, the publication of the annual accounts will continue to occur in the local newspapers.

Under the old Commercial Code, revoked by the New CCom, this obligation was applicable to all companies, provided that they were subject to corporate income tax and were required to comply with formal accounting requirements.

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Read the original publication at Sal & Caldeira Advogados.