Approved by Decree-Law 3/2022, of 25 May, the Legal Regime for Commercial Contracts was published on 25 May 2022, with a vacacio legis of 120 days, that is, it enters into force 120 days after its publication. 

The aforementioned Legal Regime arises in the context of the revision and empowerment of the Third Book of the Commercial Code, approved by Decree-Law no. 2/2005, of 27 December, and its transformation into the Legal Regime of Commercial Contracts. Therefore, the legal diploma referring to the new Legal Regime for Commercial Contracts, revokes articles 477 to 633 of the Commercial Code.

Firstly, the new legal regime provides for a general part where the main concepts, guidelines and principles that guide commercial contracts are established. Throughout the first articles, it is possible to glimpse a more comprehensive classification of commercial contracts.

One of the very important aspects that this legal diploma establishes, which is the possibility of choosing the law applicable to international contracts in which each party acts in the exercise of its commercial or professional activity.

Finally, the legal regime focuses on commercial contracts in particular, characterizing them more exhaustively, as follows:

CONTRACT TIPE

TYPOLOGY

Preparatory Contracts
  • Promise Contract
  • Option Agreement
  • Preference Agreement

Contracts that Generate Transfer of Property
  • Commercial Purchase and Sale Agreement
  • Barter or Exchange
  • Commercial Donation

Contract for the Commercial Enjoyment of Goods
  • Commercial Lease
    Commercial Leasing

Contract for services
  • Services provision
  • Commercial Mandate
  • Trust Agreement

Distribution Agreement
  • Commercial Agency
  • Franchise
  • Supply (simple for distribution)

Transport contract
  • Transport of People
  • Goods Transport
  • Multimodal Transport
  • Maritime Transport

Commercial Financing Agreement
  • Loan or Commercial Loan
  • Report

Commercial Warranty Agreement
  • Dependent Personal Guarantee
  • Independent Personal Guarantee
  • Commercial Pledge

Contract for Commercial Collaboration
  • Membership in Participation
  • Consortium
Over the next few weeks we will make a practical analysis of the commercial contracts in particular, established by this new legal provision.
 

For more information, contact us via email [email protected] or by phone +258 844 141 138.