State-Owned Enterprises in Portugal

The first State-Owned Enterprises (SOEs) legal framework in Portugal was approved in 1976^[1] and was in force until the end of the 20^th century, followed by a second legal regime in 1999. ^[2] Among the changes made by the latter, the most noteworthy are the establishment of private law as the law applicable by excellence to all business activity and the following European community guidelines, namely regarding the concept of public company and its placement under competition law. From 2012 onwards, under the Economic and Financial Adjustment Programme for Portugal^{^[3]}, the Government was put in charge ^[4] to approve new SOEs rules.

The current Framework (RJSPE - Portuguese acronym) has been in force since 2013.^[5] This new legal framework has strengthened the control of public finances introducing structural changes in the sector's governance, among others: (i) the introduction of the concept of Public Corporate Sector, which includes the Central SOEs, Regional SOEs and Local SOEs; (ii) the densification of the concept of public company, as well as of the concept of dominant influence^[6] and ; (iii) the broadening of the subjective scope of application of the public corporations framework to cover all business organisations in which the state or other public entities may exercise, individually or jointly, directly or indirectly, a dominant influence. Within the context of RJSPE's amendments, the creation of the Technical Unit for the Monitoring and Supervision of the Public Corporate Sector (UTAM - Unidade Técnica de Acompanhamento e Monitorização do Sector Público Empresarial), a specialised structure to monitor the exercise of SOEs’ activity, should also be noted.

SOEs’ parent companies may be the Central Government, Local Governments, that is, municipalities or associations of municipalities) or the Regional Governments of the Azores or Madeira. The SOEs of the Autonomous Region of the Azores (SPERAA) is regulated by the Regional Legislative Decree no. 7/2008/A, of 24 March, in its current version and by the Regional Legislative Decree no. 12/2008/A, of 19 May, in its current version. The SOEs of the Autonomous Region of Madeira (SERAM)^{^[7]} is regulated by the Regional Legislative Decree no. 13/2010/M, of 5 August, in its current version and by the Regional Legislative Decree no. 12/2010/M, of 5 August, in its current version. All of these regional SOEs also have to comply with the general bases of the state-owned enterprises statute and are subject to commercial companies’ legislation. The Local SOEs comprises local enterprises in which municipalities and associations of municipalities may exercise, directly or indirectly, a dominant influence. These companies are governed by the legal regime of local business activity,^{^[8]} by commercial law, by their respective statutes and, subsidiarily, by the RJSPE, without prejudice to the mandatory rules provided for therein.

^[1] Decree-Law no. 260/76, of 8 April.

^[2]Decree-Law no. 558/99, of 17 December.

^[3] Memorandum of Understanding on Economic Policy Conditioning Factors, of 17 May 2011.

^[4] Law no. 18/2013, of 18 February.

^[5] Decree-Law no. 133/2013, of 3 October, as amended by article 20 of Law no. 75-A/2014, of 30 September (to allow access to bank financing by non-reclassified public companies subject to the dominant influence of the reclassified ones) and by article 21 of Law no. 42/2016, of 28 December (resuming the application of collective labour regulation instruments in the PBS).

^[6] Dominant influence is when public companies: a) hold more than the majority of the share capital; b) hold the majority of the voting rights; c) can appoint or dismiss the majority of the members of the executive or supervisory body; d) have shareholdings or special rights that allow them to decisively influence the strategic decisions or options of the company.

^[7] SERAM 2020 Annual Report, for more information on SERAM's composition and performance.

^[8]Law no. 50/2012, of 31 August, in its current version.

* For more informations about the State-Owned Enterprises Sector see the reports on the State-Owned Enterprises in the Publications area.

Date of last update: 27/11/2024