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Formal Requirements of Incorporation |
Written deed of incorporation (signatures must be legalized by a notary, lawyer or solicitor) and registration with the Commercial Registry Office, for which a list with details regarding the ultimate beneficial owner(s) is required.
Additional formalities will apply if the shareholders make contributions in kind. |
Written deed of incorporation (signatures must be legalized by a notary, lawyer or solicitor) and registration with the Commercial Registry Office, for which a list with details regarding the ultimate beneficial owner(s) is required.
Additional formalities will apply if the shareholders make contributions in kind. |
Written deed of incorporation (signatures must be legalized by a notary, lawyer or solicitor) and registration with the Commercial Registry Office, for which a list with details regarding the ultimate beneficial owner(s) is required.
Additional formalities will apply if the shareholders make contributions in kind. |
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Minimum Share Capital and Capital Contribution at Incorporation |
€50,000
70% of contributions in cash may be postponed for a maximum period of 5 years. |
€2
Contributions in cash may be postponed, but their payment must be made on certain dates or be dependent on certain and determined facts, and, in any case, it can be demanded once 5 years have elapsed.
The shareholders may declare in the incorporation document that the share capital will be deposited in a bank account opened in the name of the new company until the end of the first financial year. |
€1
Contributions in cash may be postponed, but their payment must be made on certain dates or be dependent on certain and determined facts, and, in any case, it can be demanded once 5 years have elapsed.
The sole shareholder may declare in the incorporation document that the share capital will be deposited in a bank account opened in the name of the new company until the end of the first financial year. |
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Management and Auditing |
Alternative structures:
(i) Board of Directors (or Sole Director, if share capital does not exceed €200,000.) + Supervisory Board (or Sole Auditor);
(ii) Board of Directors (including an Audit Commission) + Statutory Auditor (“Revisor Oficial de Contas” or “ROC”); or
(iii) Executive Board of Directors (or sole director, if share capital does not exceed €200,000) + General and Supervisory Board + Statutory Auditor.
Companies which adopt alternative (i) must have a Supervisory Board + a Statutory Auditor/Audit Firm whenever they are companies which issue securities admitted to trading on a regulated market, or if two of the following limits are exceeded (for two consecutive years):
· Total balance sheet: €20,000,000;
· Net turnover: €40,000,000;
· Average number of employees during the period: 250. |
Management: one or more directors.
The appointment of a supervisory body is not mandatory. However, companies which do not have an Audit Board or an Auditor must appoint an Auditor to audit the company’s accounts when two of the following limits are exceeded (for two consecutive years):
· Total balance sheet: €1,500,000;
· Net turnover: €3,000,000;
· Average number of employees during the period: 50. |
Management: one or more directors.
The appointment of a supervisory body is not mandatory. However, companies which do not have an Audit Board or a Auditor must appoint an Auditor to audit the company’s accounts when two of the following limits are exceeded (for two consecutive years):
· Total balance sheet: €1,500,000;
· Net turnover: €3,000,000;
· Average number of employees during the period: 50. |
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Minority Shareholders’ Rights (Matters subject to Qualified Majority) |
2/3 of the votes cast are legally required for certain matters (e.g. amendments to the articles of association, merger, demerger, conversion and dissolution). The articles of association may stipulate an even higher number of votes (including for decisions on matters for which the law does not require qualified majorities).
Except if there is a clause in the articles of association to the contrary or a resolution has been passed, by a majority of 3/4 of the votes corresponding to the share capital, at a general meeting convened for this purpose, half of the profit of the financial year that, under the terms of Portuguese law, is distributable, must be distributed to shareholders. |
A majority of 3/4 of the share capital is legally required for certain matters (e.g. amendments to the articles of association, merger, demerger, conversion and dissolution). The articles of association may stipulate an even higher number of votes (including for decisions on matters for which the law does not require qualified majorities).
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N/A. |
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Shareholders’ Liability |
Limited to the share capital subscribed by each (even though additional liability may apply under certain circumstances). |
Limited to the share capital subscribed by each, but shareholders are jointly and severally liable for all contributions set forth in the articles of association (and even though additional liability may apply under certain circumstances). |
Limited to the share capital subscribed (even though additional liability may apply under certain circumstances). |