The Presidential Legislative Decree No. 2/17 of 9 August regulates the regime of Sociedades Gestoras de Património (Asset Management Companies, hereinafter referred to as AMCs) which are a non-banking financial institutions connected to the capital market and investment, and whose purpose is the activity of asset management belonging to third parties as well as the provision of investment advisory services.
Under this law, and pursuant to articles 6 and 7, the regime for the incorporation of an AMCs and the registration of the beginning of its activity would be defined later by Regulation.
It was published the Regulation no. 4/19 of 5 February, which establishes the rules governing the authorization procedure for the incorporation and registration of AMCs, as well as the rules governing the relationship between own funds and the overall value of the portfolios managed by them.
Authorization proceed for constitution and register of an SGP
The incorporation of an AMC is subject to authorization and to registration of activity with the Capital Markets Commission (“CMC”), in the terms defined in the Regulation of Brokerage and Investment Services Agents (Regulamento dos Agentes de Intermediação e Serviços de Investimento Regulation No. 1/15 of 15 May).
The application for authorization to incorporate a AMF must be accompanied by the elements listed in Article 5 of Regulation No 1/15.
The AMC is also obliged to register its activity, through an application that must be accompanied by:
- Elements provided by article 7 of Regulation no. 1/15
- Business plan for the first three years of service
- Copy of each standard contract model which the applicant intends to use in the course of his activity
- Internal procedures about internal audit and risk management
In order for the registration to be granted, the AMC must have an internal organization equipped with the appropriate human, computer and technical resources, under the terms regulated from article 9 to article 15 of Regulation No. 1/15. The applicant may remedy any shortcomings or irregularities found within 30 days of CMC's communication.
The registration shall be deemed to be refused by CMC in accordance with art. 17 of Regulation No. 1/15 or, tacitly refused, if it is not granted within 60 days of the date of its submission.
The registration may be canceled if the irregularities indicated have not been remedied within 30 days, and by revocation, by the expiration of the authorization, by termination of activity or by non-conformity between the corporate purpose and the activity actually performed.
Activity and information obligations
The respective Legal Regime determined the operations prohibited to the AMCs but did not specify what concrete activities would be allowed. Regulation No. 4/19 of 5 February now specifies the following:
- AMC can subscribe, acquire or dispose of, securities, units of participation in collective investment undertakings, certificates of deposit, treasury bills and commercial paper, in national or foreign currency;
- AMC may acquire, encumber or dispose of rights in real estate, precious metals and goods traded on a stock exchange;
- AMC may enter into options, futures and other derivative contracts, as well as using money market and foreign exchange instruments.
Article 5 of this Regulation No. 4/19 determines how the value of the portfolios of financial instruments is determined, requiring that the evaluation of that value be carried out by at least three experts, independent real estate appraisers, registered in CMC.
The AMCs are obliged to inform the CMC, every six months, of the value of the portfolios they manage. The AMC must have a system that allows to provide CMC with this information, at any time.
It is also stated that any doubt and / or omission raised in the interpretation of this Regulation is decided by the Board of Directors of CMC.