New compliance obligations for Spanish companies with a subsidiary or branch in Portugal
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New compliance obligations for Spanish companies with a subsidiary or branch in Portugal

03/02/2025
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On 7th June 2022 a Decree-Law No 109-E/2021 entered into force, incorporating the General Regime for the Prevention of Corruption (RGCP) in Portugal, with the aim of requiring certain public and private companies to adopt regulatory compliance programs to prevent corruption and related crimes in the course of their activities.

To this end, very important legislative changes are introduced in the area of regulatory compliance, expressly imposing the obligation to adopt regulatory compliance programs, creating a new independent regulatory body with sanctioning powers, called the National Anti-Corruption Mechanism (MENAC), which will be in charge of supervising the effective compliance of the entities obliged by this Decree Law, which are the following:

  • Legal persons with more than 50 employees and registered office in Portugal.
  • Branches in Portugal of legal entities with registered offices abroad with 50 or more employees.
  • Certain public sector entities.

In particular, the Decree-Law stipulates that companies required to comply with this legislation must have a regulatory compliance program that identifies the risks that could give rise to criminal liability, as well as those in which they could be the victims of a crime, and must contain, at least the following information following internal regulations and/or preventive measures:

  • Code of Conduct.
  • Corruption risk prevention plan and related offences.
  • Training and communication programs.
  • System for reviewing the Regulatory Compliance Program.
  • Whistle-blowing channel.
  • Pre-assessment procedures with third party due diligence measures.
  • Training programs.
  • Internal control procedures.
  • Compliance officer.

The scope of these compliance programs would be limited to the risks of corruption and other related offences, such as corruption, embezzlement, receiving or offering undue advantages, prohibited negotiations with public officials, fraud and illegal exactions, abuse of power, prevarication, trading in influence, money laundering and fraud in obtaining or diverting public subsidies or aid.

MENAC officially announced on 25th November 2024 the launch of the General Regime for the Prevention of Corruption (RGPC) platform, announcing that all public and obliged private entities must register on the platform and submit the required documentation by 14th February 2025.

Otherwise, the penalties they could face would be up to 44,891.81 euros, in the case of legal persons or equivalent entities; or up to 3,740.98 euros, in the case of natural persons.

On the basis of the above, Spanish companies that have a subsidiary or branch in Portugal, and which employ 50 or more employees, must register on this platform before 14th February 2025.