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subsidiary entities, branches are not autonomous legal entities, nor do they have a separate corporate personality, reason why the foreign company will always be liable for its operations and debts in Portugal. II.8. Collective Investment Undertakings (OIC) The collective investment undertakings (“ OIC ”) are institutions which may or may not have legal personality that have as their purpose the collective investment of capital raised from investors and which operate on the principle of risk-spreading and in the sole interest of the participants. These OIC are subdivided into (i) undertakings for collective investment in transferable securities (“ OICVM ”) and (ii) undertakings for alternative investment (“ OIA ”). Collective investment undertakings (“ OIC ”) may take the contractual form (investment fund) or the corporate form (collective investment company). Focusing on the latter, the collective investment companies are designated “ SICAF ” or “ SICAV ” (or, in the case of “ OII ” – real estate investment undertakings – “ SICAFI ” or “ SICAVI ”), depending on whether they are set up, respectively, with fixed or variable capital (closed or open-ended collective investment undertakings, respectively). The units and shares of a collective investment company are book-entry, nominative and without par value, and may be split up for the purposes of subscription, redemption or reimbursement. These companies are subject to the Asset Management Regime – which revoked the General Regime of Collective Investment Undertakings (“ Regime Geral dos Organismos de Investimento Coletivo ”) – and, when compatible, to the provisions of the Companies Code. By way of example, the provisions on the following matters are considered incompatible:
• Composition, increase, reduction and intangibility of share capital and amortization of shares;
Constitution of reserves;
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• Limitation on distribution of assets to shareholders;
• Preparation and rendering of accounts;
• Merger, demerger and transformation of companies; and • Regime of acquisition towards total control. Collective investment companies may be managed on a heterogeneous or self-managed basis, depending on whether or not they designate a third entity for the exercise of their management, and must comply at all times with the following general requirements: • Adopt the type of public limited company; • Have its registered office and head office located in Portugal; • Share capital must be fully paid up and represented by book-entry and nominative shares. • Have the minimum initial capital of (euro) 50.000,00 EUR or 300.000,00 EUR, depending on whether they are heterogeneous or self-managed. As a general rule, heterogeneous collective investment undertakings may only be managed by management companies of collective investment undertakings (“ SGOIC ”) which, among other requirements, must: • Adopt the type of public limited company; • Have as their exclusive object the exercise of the activities set forth in the Asset Management Regime;
ILN Corporate Group – Establishing a Business Entity Series
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