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Incorporation of a company


Types of Investment structures

  • 1. Individual Investment Structures



    Structure Type of investor Main characteristics
    Sole Trader Natural Person - Individual business, no legal entity is incorporated Unlimited liability;
    - No share capital required;
    - No articles of association;
    - A business name is required, which shall be composed of the entrepreneur's name, complete or abbreviated, and a nickname or expression alluding to the activity carried out may be added.
    Individual Limited Liability Establishment Natural Person - Individual business, no legal entity is incorporated;
    - Liability is limited to the assets allocated to the business;
    - Minimum capital required: €5,000;
    - No articles of association;
    - Commercial name required: personal name of investor + reference to activity (optional) + EIRL/Estabelecimento Individual de Responsabilidade Limitada (which stands for the Portuguese initials of this investment structure - required).
    Sole Shareholder Limited Liability Company Natural Person or Legal Entity - Company: business through a company (incorporation required);
    - Limited liability;
    - Minimum share capital: €1;
    - Capital contributions allowed in cash or in kind;
    - Articles of association required;
    - Commercial name required: choice of name + reference to corporate purpose (optional) + Unipessoal (which stands for "shole shareholder") + Lda./Limitada (which stands for "Private Limited Liability Company").
    Joint-stock Limited Liability Company with a sole shareholder Legal Entity - Company: business through a company (incorporation required);
    - The sole shareholder must be a commercial company;
    - Limited liability;
    - Minimum share capital: €50,000;
    - Capital contributions allowed in cash or kind;
    - Articles of association required;
    - Commercial name required: choice of name + reference to corporate purpose (optional) + S.A / Sociedade Anónima (which stands for "Joint-stock Limited Liability Company").
    Branch Legal Entity - Individual business through a permanent representation in Portugal of a company headquartered abroad (no legal entity is incorporated);
    - Subject to mandatory registration at the Commercial Registry;
    - Liability in accordance with the investor's legal statute;
    - No additional share capital contributions are required;
    - Articles of association are those of the investor;
    - Commercial name is that of the investor + Sucursal or Sucursal em Portugal (which stands for "branch" or "branch in Portugal").

  • 2. Collective Investment Structures



    Structure Type of investors Main characteristics
    Limited Liability Company (Sociedade por Quotas) Natural Persons or Legal Entities - Company: business through a company (incorporation required);
    - Limited Liability;
    - 2 shareholders minimum;
    - Minimum share capital: €2;
    - Capital contributions allowed (in cash or in kind);
    - Articles of association required;
    - Commercial name required: choice of name + reference to corporate purpose (optional) + Lda./Limitada (which stands for "Private Limited Liability Company").
    Joint-stock Limited Liability Company (Sociedade Anónima) Natural Persons or Legal Entities - Company: business through a company (incorporation required);
    - Limited Liability;
    - 5 shareholders minimum;
    - Minimum share capital: €50,000;
    - Capital contributions allowed (in cash or in kind);
    - Articles of association required;
    - Commercial name required: choice of name + reference to corporate purpose (optional) + S.A. (which stands for "Joint-stock Limited Liability Company").
    European Company Legal Entities - Company: business through a company (incorporation required);
    - Limited liability;
    - Minimum 2 founders / shareholders;
    - Minimum share capital: €120,000;
    - Registered office and central management must be located in the same EU country;
    - Articles of association required;
    - Commercial name required: choice of name + reference to corporate purpose (optional) + SE / Sociedade Europeia (which stands for "European Company");
    - Observation: European Companies require their shareholders to be linked to more than one EU State.
    Consortium Natural Persons or Legal Entities - No legal entity created. The consortium is incorporated through the execution of an agreement by the participating entities;
    - Unlimited Liability;
    - No share capital required;
    - Joint Venture agreement required;
    - Commercial name not required.
    Enterprise Grouping ("EG") Natural Persons or Legal Entities - Business through a group (incorporation required);
    - Unlimited liability;
    - Can be incorporated with or without equity;
    - Articles of association required;
    - It cannot have as its main purpose the obtaining and distribution of profits, but that may be an ancillary purpose as long as expressly authorized by the articles of association.
    - Grouped enterprises are jointly and severally liable for the debts of the EG, unless otherwise stipulated in the contract entered into with a specific creditor (subject, however, to the prior execution - excussão prévia - of the EG's assets);
    - Commercial name required: commercial name + ACE/agrupamento complementar de empresas (which stands for Enterprise Grouping).
    Holding Companies Natural Persons or Legal Entities - Sub-type of company: holding companies are used when the corporate purpose is limited to holding shareholdings in other companies (incorporation required);
    - Limited liability: holding companies shall assume the form of a limited liability company or of a joint-stock limited liability company;
    - Share capital required (minimum of €1 or €50,000 depending on the type of company incorporated);
    - Capital contributions allowed (in cash or in kind);
    - Articles of association required;
    - Commercial name required: choice of name + reference to corporate purpose (optional) + SGPS (which stands for "shareholdings management company") + Lda./Limitada (which stands for "Private Limited Liability Company") or S.A./Sociedade Anónima, (which stands for "joint-stock limited liability company"), depending on the type of company adopted.

    Portuguese law also allows for the incorporation of Sociedades em Comandita Simples and Sociedades em Comandita por Ações, as well as Sociedades em Nome Coletivo. The use of these structures is currently very unusual due to their misalignment with the common needs of investors, whether national or foreign.


Incorporation of a company and opening of a branch

  • 1. Types of companies

    If the investment in Portugal is to be made through the incorporation of a Portuguese company, the first step to be taken is the decision on the type of company that shall be incorporated.

    The incorporation of companies is mostly ruled by the Commercial Companies’ Code, approved by Decree-Law no. 262/86, of 2 September, and which has since undergone several amendments. There is also a set of specific legislation regulating the legal framework of specific types of commercial companies (e.g. the legal framework of holding companies).

    Although several of the types mentioned above may be used for any investment, the most commonly used structures are the following: (i) Joint-stock Limited Liability Company, (ii) Limited Liability Company and (iii) Sole Shareholder Limited Liability Company, therefore, these are the types referred to below. A brief comparison between these types of companies is set out hereafter:

      Joint-stock Limited Liability Company
    (Sociedade Anónima)
    Limited Liability Company
    (Sociedade por Quotas)
    Sole Shareholder Limited Liability Company
    (Sociedade Unipessoal por Quotas)
    Incorporation and Registration Costs

    *not including legal fees but including the costs of requesting a corporate name approval certificate and registration costs of the appointment of the members of the corporate bodies
    Approx. €525 Approx. €525

    Approx. €525
    Duration of the Incorporation Process and Registration Approx. 2 weeks Approx. 2 weeks Approx. 2 weeks
    Minimum Number of Shareholders Five (or one, if incorporated by a legal entity) Two One
    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.
    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.
    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.
    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). N/A.
    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).

  • 2. Simplified Incorporation

    The Legislative and Administrative Simplification Program (“Simplex”) has been created with the purpose of simplifying procedures as well as associated practices of the Public Administration, reducing the bureaucracy for citizens and companies.

    As for the incorporation of companies, the following Simplex procedures are noteworthy:

    - Company On The Spot: special framework for the immediate incorporation of companies;
    - Online Incorporation: incorporation of companies through the Internet.

    Company On the Spot ("Empresa na Hora") Online Incorporation ("Empresa Online")
    Costs in case of pre-approved corporate name €360 Costs in case of pre-approved articles of association €220
    Costs in case of prior request of the corporate name approval certificate €435 Costs in case of articles of association customized by the shareholders €360
    Where?
    At the Company On The Spot counters (several locations across the country)
    Telephone: (+ 351) 211 950 500
    Business days, from 09:00h to 16:00h
    Where?

    At the website:

    https://eportugal.gov.pt/espaco-empresa/empresa-

     

  • 2.1 Company On the Spot

    (i) Company On the Spot
    Decree-Law no. 111/2005, of 8 July, approved the Company On The Spot framework, which allows the incorporation of a company in less than an hour; all the procedures are carried out in one of the counters of the Company On The Spot service available throughout the country, regardless of the location of the company’s registered office.
    This service also offers the possibility of adopting a pre-approved trademark similar to the company’s corporate name during the incorporation process (“Trademark On The Spot”).
    The Company On The Spot procedure is only available for  Joint-stock Limited Liability Companies, Limited Liability Companies and Sole Shareholder Limited Liability Companies.
    A description of the steps to incorporate a Company On The Spot is set out below:

    Step 1: Choosing the company’s name
    The shareholders shall choose from a list of pre-approved corporate names (available online at the Company On The Spot website or at any Company On The Spot counter). This list is a selection of proposed names that already have an associated legal entity number, that also corresponds to its taxpayer number (“NIPC”), and a Social Security number, to be issued upon incorporation.

    However, the definitive attribution of the corporate name is only carried out in person at the moment of incorporation.

    It is possible to choose a name not included in the aforementioned list of pre-approved corporate names in case a corporate name approval certificate previously obtained with the National Registry of Legal Entities is presented (this procedure is detailed below in Step 1 of the Traditional incorporation procedure).

    Step 2: Choosing pre-approved articles of association
    The shareholders shall choose one of the pre-approved articles of association (available online at the Company On The Spot website or at any of the desks where Company on the Spot can be incorporated).

    Step 3: Appearing before the Competent Service
    In order to initiate the Company On The Spot incorporation procedure, the shareholders must personally appear before one of the competent services for that purpose. The Company On The Spot website contains a list of all competent services in Portugal.

    Shareholders who are natural persons must:

    - Present an identification document (cartão de cidadão, identity card, passport or residence permit); and

    - State their Portuguese taxpayer number.

    Note: Shareholders who are natural persons may be represented by means of a power of attorney issued in the presence of a notary, lawyer or solicitor and duly legalized.

    All shareholders who are legal entities shall also present the following documents:

    - Updated commercial registry extract;

    - Document granting representation powers for the incorporation of the company (minutes of resolutions or powers of attorney, as applicable).

    Note: In the case of foreign legal entities, the commercial registry extract (or equivalent) and the document granting representation powers for the incorporation must be, respectively, legalized (with an Apostille or, in case the issuing country is not a party to The Hague Convention of 5 October 1961, by the local Portuguese Consulate) and legalized by a notary and with the apostille (as described above). Both documents must be translated into Portuguese.

    In case the share capital is fully or partially paid up by means of contributions in kind, an auditor’s report must be presented at the moment of incorporation of the company. Contributions in kind are subject to valuation by an independent statutory auditor who shall issue a report on the valuation of the relevant contribution in kind, which is valid for 90 days and that shall be made available to the shareholders at least 15 days before the incorporation of the company.
    It may also be necessary to submit, as the case may be, some or all of the documents referred to in Step 5 of the Traditional incorporation procedure described below.

    Step 4: Signing the articles of association and promoting the commercial registration

    Upon choosing the articles of association, they shall be immediately executed and the commercial registration shall be concluded immediately afterwards. The shareholders shall receive an access code to the online commercial registry certificate, the social security number and a certificate of the articles of association of the company.

    Additionally, a company card (in electronic form) shall be issued. The company card is the ID card of the company and shall contain the Legal Entity Identification Number (“NIPC”) of the company, which also corresponds to its taxpayer number, and the company’s social security number. This card also contains the main Economic Activity Code of the company and up to 3 secondary codes, its legal nature, the address of the registered office and its date of incorporation.

    Step 5: Share Capital

    Except in the case of postponement of capital contributions, the shareholders shall deposit the share capital within 5 days after the incorporation. As for Limited Liability Companies and Sole Shareholder Limited Liability Companies, 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.

    In case of contributions in kind regarding assets whose transfer is subject to mandatory registration (e.g. transfer of real estate property), the competent service shall assess if any taxes are applicable (e.g. Property Transfer Tax) and ensure that incorporation only takes place after their respective payment.

    Step 6: Commencement of activity statement

    The company shall be registered for tax purposes by filing a commencement of activity statement, which may be immediately presented to the Company On The Spot service, as long as it is signed by its Certified Accountant (Técnico Oficial de Contas) (“TOC”). Otherwise, the commencement of activity statement shall be filed with the tax services within 15 days following the company’s incorporation.

    Step 7: Ultimate Beneficial Owner Statement

    Within 30 days of the registration of its incorporation, the company must identify its ultimate beneficial owners by submitting a statement to that effect in the electronic platform of the Central Registry of Ultimate Beneficial Owners.

    For companies incorporated under the Company On The Spot framework, it is possible to request, by appointment, the assisted completion of the ultimate beneficial owner statement, which will have an additional cost of €15.

    Step 8: Minutes Books

    After the commercial registration of the incorporation is concluded, the company must prepare the minutes books in which the minutes of the resolutions of the general meeting and of the other corporate bodies (as applicable) shall be recorded.

    The cost of incorporating the company is €360. This amount may be paid in cash, by cheque or through ATM and it includes the online publication of the registration of the incorporation.

  • 2.2 Online Incorporation

    (ii) Online Incorporation

    The special framework for the online incorporation of companies has been approved by Decree-Law no. 125/2006, of 29 June, and allows the incorporation of a companies through the internet.

    The online incorporation of Joint-stock Limited Liability Companies and Limited Liability Companies (with the exception of Joint-stock European Companies and of companies whose capital is paid up by contributions in kind where the transfer of assets contributed by the shareholders of the company requires a form more solemn than written form) is made on the “Empresa Online” section of the ePortugal Portal. The procedure is supervised by the National Registry of Legal Entities regardless of the location of the registered office of the company to be incorporated. However, the proceedings may be distributed to other Commercial Registry Offices.

    The assessment of the company’s registration request is carried out immediately (in case the company adopts a pre-approved model of articles of association) or within a maximum term of 2 (two) business days (in case the applicants agree on a different version of the articles of association which shall be submitted by one of the applicants).

    The access to the Online Incorporation service requires a computer with an internet connection and digital certification resources (through the mobile digital key, the Portuguese citizen’s card or a digital certificate).

    In case the applicant is authenticated for the first time at the ePortugal Portal, he/she will have access to the information made available by the digital certificate, citizen’s card or mobile digital key.

    A brief description of the steps for the Online Incorporation is set out below:

    Step 1: Choosing the company’s name

    There are  three options  when choosing the corporate name of the company:

    (i)   Choosing and reserving a name from a list of corporate names available online (list of names proposed by the National Registry of Legal Entities, which already have a Legal Entity Identification Number, that shall also correspond to its taxpayer number (“NIPC”), and a Social Security number, to be issued upon incorporation);

    (ii)  Submission of the intended corporate name for approval by the National Registry of Legal Entities, within one business day. Once the corporate name is approved, the applicant will receive an e-mail with a link allowing him/her to start the Online Incorporation during the following 24 hours; or

    (iii) Choosing a corporate name through prior filing for a corporate name approval certificate with the National Registry of Legal Entities (in which case the applicant shall insert the number of the certificate in the system). The corporate name approval certificate is valid for 3 months as of the date of its issuance or renewal.

    Step 2: Definition of articles of association and other company-related information

    The applicant must select either a pre-approved template of the articles of association or a customized document prepared/approved by the applicants.

    The following information should be filled in:

    1. a) Company:

    - In case the company’s name is selected from the list of pre-approved corporate names, reference to the corporate purpose that shall be added to the company’s name (optional);

    - Type of company;

    - Registered office;

    - Corporate purpose;

    - Economic Activity Code;

    - Share capital; and

    - IBAN (optional) for possible reimbursement by wire transfer.

    - Without prejudice to the above, and in case the applicant has chosen pre-approved articles of association, the following information shall be added:

    (i)   how share capital will be paid-up;

    (ii)  in case of a Joint-stock Limited Liability Company, the face value of the shares; and

    (iii) binding rule.

    Whenever applicable, administrative licenses may also be required for conclusion of the incorporation procedures.

    1. b) Applicants:

    Shareholders:

     (i)  Information on shareholder(s) who are natural persons – name, gender, taxpayer number, marital status (and, if married, the marital property scheme and name of spouse), place of birth, nationality, address, telephone contact and e-mail address;

    (ii)  Information on shareholder(s) who are legal entities – corporate name, registered office and legal entity number; and

    (iii) Face value of the shares (Limited Liability Companies – “quotas” – and Joint-stock Limited Liability Companies – “ações”) to be held.

    In case of use of customized articles of association, the name, the Portuguese taxpayer number and e-mail of the shareholder shall be included in the forum (optional). This identification allows the shareholders to have access to the draft of the articles of association online for discussion purposes.

    In case of the use of customized articles of association the name, Portuguese taxpayer number and e-mail of the shareholder shall be included in the forum (optional). This identification allows the shareholders to have access to the draft of the articles of association on-line for discussion purposes.

    Board of Directors and Supervisory Board: 

    (i)   In case of Joint-stock Limited Liability Companies, identification of the Effective Sole Auditor, Alternate Auditor and director(s) (full name, address and Portuguese taxpayer number); or

    (ii)  In case of Limited Liability Companies, identification of the director(s) (full name, address and Portuguese taxpayer number).

    Chartered Accountant (Técnico Oficial de Contas) ("TOC") – three options: 

    (i)   Appoint a TOC by inserting the respective data (association member number, name, taxpayer number, professional address, telephone contact and e-mail address);

    (ii)  Select a TOC from the list made available by the Association of Certified Accountants (Ordem dos Contabilistas Certificados); or

    (iii)  Not to appoint a TOC and file the commencement of activity statement before the tax authorities within 15 days after incorporation.

    Step 3: Adhesion to an Arbitration Centre

    After inserting the company’s information, the applicant shall inform whether he/she accepts to adhere to an arbitration centre. The adhesion is simple, voluntary and has no cost: the applicant shall fulfil the form “Adesão Plena e Imediata” at the time of the Online Incorporation. By this undertaking, the company accepts to submit to such centre exclusive jurisdiction in relation to any conflicts that may arise within the attributions of the centre.

    Companies that adopt Economic Activity Codes related to the sale and purchase of vehicles or provision of services related to vehicles are only allowed to adhere to the Automobile Arbitration Centre.

    Step 4: Validation of the articles of association

    After inserting the information on the company and participants, the applicant may proceed with the validation of the articles of association.

    For pre-approved articles of association, the applicants are only allowed to review the document in order to correct errors or inaccuracies resulting from the data insertion. This is performed in a private forum with limited access to shareholders whose e-mail address has been provided in the Step 2.

    When the articles of association are prepared by the shareholders, the applicant shall upload them, so that they are available to all shareholders in the private forum.

    After receiving notice from all shareholders, the applicant may proceed with any necessary amendments by accessing the process in the Company’s Electronic File (Dossier Eletrónico da Empresa).

    When this process is concluded, the application shall automatically generate a social security number.

    Step 5: Signature and submission of documents

    After validating the articles of association, the applicant shall proceed with the following steps: 

    • Printing and signing the following documents: 

    ( i)   Articles of Association;

    (ii)   Statement of identification of ultimate beneficial owners, pursuant to Article 3 of Law 89/2017, of 21 August (these elements must be included in the company's incorporation document, and may appear in a schedule);

    (iii) Form of adhesion to the Arbitration Centre (if applicable); and

    (iv) Form for signature legalization. 

    • Uploading the aforementioned signed documents as well as: 

    (i)   Relevant powers of attorney (if applicable);

    (ii)  Commercial registry extracts (if applicable);

    (iii) Minutes of resolutions of the corporate bodies (if applicable);

    (iv) Articles of association of shareholders (if applicable);

    (v)  Statement of acceptance issued by Effective Sole Auditor (if applicable);

    (vi) Statement of acceptance issued by Alternate Sole Auditor (if applicable);

    (vii) Statement of acceptance of the appointment issued by the directors;

    (viii) Statement of unawareness, on the part of the directors, of any circumstances that might inhibit them from holding the office.

    (ix) Administrative authorizations (if applicable); and

    (x)  Any other relevant documents.

    The online submission of documents replaces the requirement of sending physical documents by mail. The submitted documents shall be kept until receipt of confirmation of the company’s incorporation.

    Step 6: Payment

    The costs of incorporation are:  

    • €220 (pre-approved model of articles of association); or
    • €360 (articles prepared by the applicant and agreed between the shareholders)

    In case a trademark is associated to the company, an additional amount of €100 shall also be paid (plus €44 per each additional class of trademark).

    Step 7: Next Steps

    After submitting the company incorporation request on the Online Incorporation service, the information is validated by the competent services. Afterwards, the following steps will occur:

    n    E-mail notice to the applicant acknowledging the receipt of the request by the competent services;

    n    In case irregularities are detected, the applicant receives an e-mail requesting the respective rectification, which must be done within 5 days. The rectification is made through the Online Incorporation website in the ePortugal Portal. If the rectification does not occur within the deadline mentioned, the registration becomes provisional or is refused.

    n    E-mail notice to the applicant confirming the conclusion of the incorporation process;

    n    Documentation sent by regular mail to the company’s registered office: commercial registry certificate, company’s card and payment receipts;

    n    Publication of the company’s registration online at the website of the Ministry of Justice;

    n    Notice to the tax authorities: the information of the TOC (if appointed or assigned) is also made available so that they may submit the statement of commencement of activity;

    n    Submission of the information on the company’s incorporation to the Social Security services;

    n    Submission of the information to the Direção Geral da Política de Justiça (DGPJ): information related to the registration of companies to the National Institute of Statistics; and

    n    After incorporation, the DNS.PT Association (Associação DNS.PT) issues, by e-mail, a user ID and password allowing the management of the Internet domain for the company’s website.

    Step 8: Ultimate Beneficial Owner Statement

    Within 30 days of the registration of its incorporation, the company must identify its ultimate beneficial owners by submitting a statement to this effect in the electronic platform of the Central Registry of Ultimate Beneficial Owners.

    Step 9: Minutes Books

    After the commercial registration of the incorporation is concluded, the company must prepare the minutes books in which the minutes of the resolutions of the general meeting and of the other corporate bodies (as applicable) shall be recorded.

     

  • 2.3 Traditional Incorporation

    Although the incorporation of a company in Portugal may be carried-out through one of the simplified procedures described above, any investor may incorporate a company through the traditional procedure, set out below:

    Step 1: Corporate name approval certificate

    The first step is to file a request for the issuance of a corporate name approval certificate. The filing shall be submitted by one of the future shareholders of the company (or by its legal representative, including its lawyer) and shall identify the name (up to a maximum of three options, indicated in order of preference), corporate purpose and respective economic activity codes, as well as the district and municipality of the address of its registered office.

    The application for the corporate name approval certificate can be completed online through the platform “Empresa Online” on the ePortugal Portal, as well as at the Institute of Registries and Notary services, in person at the National Registry of Legal Entities, or by regular mail, by filling out and signing the appropriate form (Model 1).

    After its issuance, the corporate name approval certificate is valid for 3 months as of the date of its issuance or renewal.

    Step 2: Share Capital

    The contributions in cash to the company’s share capital shall be deposited in a bank account opened in the name of the company to be incorporated. Currently, since it is not possible, in practice, to open a bank account in the name of the company prior to its incorporation, the deposit of the share capital will only occur later.

    If there are contributions in kind, they shall be subject to valuation by an independent statutory auditor, who shall issue a report on the valuation of the contribution in kind, which shall be valid for 90 days and made available to the shareholders at least 15 days before the incorporation document (see below).

    In case of contributions in kind regarding assets whose transfer is subject to mandatory registration (e.g. transfer of real estate property), the competent service shall assess if any taxes are applicable (e.g. Property Transfer Tax) and ensure that incorporation only takes place after their respective payment.

    As regards Joint-stock Limited Liability Companies, the payment of 70% of contributions in cash may be postponed for a period of 5 years. The issuance premium (if existent) may not be postponed.

    As regards Limited Liability Companies, the payment of the full amount of the contributions in cash must be made on certain dates or be dependent on certain and determined facts, and, in any case, the payment may be demanded after five years have elapsed from incorporation. Without prejudice to the aforementioned possibility, the shareholders may state in the incorporation document that the payment of the contributions to the company’s share capital will be made up until the end of the first financial year.

     

    Step 3: Incorporation document

     The incorporation of the company shall be formalized by means of the execution, by the shareholders, of a written document that shall contain the articles of association of the company.

    Under Decree-Law no. 76-A/2006, of 29 March, the shareholders may incorporate the company through the execution of a private document even if there are contributions in kind involving the transfer of a real estate property (the public deed is no longer required pursuant to Decree-Law no. 116/2008, of 4 July).

    The signatures of the shareholders shall be legalized, in person, by a notary, lawyer or solicitor (solicitador). In case of a contribution in kind regarding assets whose transfer is subject to mandatory registration (e.g. real estate assets), the notary, lawyer or solicitor must not only certify the signatory’s presence but also authenticate the incorporation document.

    It is recommended that the members of the corporate bodies are appointed in the incorporation document so as to allow the registration of these members to occur simultaneously with the registration of the company’s incorporation. It should be noted that all members of corporate bodies that are not resident in Portugal for tax purposes must obtain a Portuguese taxpayer number. For EU/EEA citizens, this taxpayer number may be obtained directly with the tax authorities (in person or by means of appointed proxy(ies)); non-EU/EEA citizens must appoint a Portuguese tax resident, who can be either a natural person or a legal entity, as representative to handle matters with the Portuguese tax authorities.

    With the entry into force of the Legal Framework of the Central Registry of Ultimate Beneficial Owners (Regime Jurídico do Registo Central do Beneficiário Efectivo), approved by Law no. 89/2017, of 21 August, the incorporation document must contain a list indicating the ultimate beneficial owner(s) of the company, in accordance with article 3 of said law.

     

    Step 4: Commercial Registration

    The incorporation of the company (and the appointment of the members of the corporate bodies) shall be submitted to commercial registration. The company’s incorporation and the appointment of the members of the company’s corporate bodies will be effective vis-à-vis third parties upon conclusion of such registration.

    The registration request (Model 1) shall be submitted with the Commercial Registry Office by any shareholder, director or legal representative (including lawyers) of the company, jointly with the following documents:

    n   Corporate name approval certificate (as obtained in Step 1);

    n    Incorporation Deed (including the respective articles of association and list indicating the ultimate beneficial owner(s) of the company);

    n    Statutory Auditor’s report for contributions in kind (if applicable);

    n    Evidence of tax payment (if applicable);

    n    Statement of acceptance issued by Effective Sole Auditor (if applicable); and

    n    Statement of acceptance issued by Alternate Sole Auditor (if applicable);

    n    Statement of acceptance of the appointment issued by the directors;

    n    Statement of unawareness, on the part of the directors, of any circumstances that might inhibit them from holding the office.

    The Commercial Registry Office shall automatically publish the registration online and convey the incorporation to the National Registry of Legal Entities to register the new company in the Central File of Legal Entities.

    Upon completion of the registration of the incorporation of the company (and appointment of the members of the respective corporate bodies), an access code to the online permanent commercial registry certificate of the company shall be provided by the Commercial Registry.

    Decree-Law no. 73/2008, of 16 April, has created a bilingual commercial registration, making it possible to apply for an access code to an English version of the online permanent commercial registry certificate of the company. The authorities are contemplating the possibility of adding other foreign languages, if needed, in the near future.

    Step 5: Commencement of Activity Statement

    Within 15 days from the approval of the registration of the company’s incorporation, the company must be registered for tax purposes by filing a commencement of activity statement with the tax authorities together with the delivery of its permanent commercial registry certificate.

    The TOC shall sign the statement together with the company’s representatives.

     

    Step 6:  Ultimate Beneficial Owner Statement

    Within 30 days of the registration of its incorporation, the company must identify its ultimate beneficial owners by submitting a statement to this effect in the electronic platform of the Central Registry of Ultimate Beneficial Owners.


    Step 7: Minutes books

    After the commercial registration of the incorporation is concluded, the company must prepare the minutes books in which the minutes of the resolutions of the general meeting and of the other corporate bodies (as applicable) shall be recorded.  

    Summary of the Traditional Incorporation procedure

    TRADITIONAL INCORPORATION
    Steps Actions Relevant Entity Cost
    Corporate name approval certificate Request a valid corporate name for the new company National Registry of Legal Entities

    €75
    Share capital- contributions in kind (if applicable) Report on the contributions in kind Independent Statutory Auditor (depends on the type of company)
    Incorporation document Execute the private document incorporating the company N/A N/A
    Commercial registration File for registration of the company Commercial Registry Office €360 (incorporation)
    €87.5 (appointment of corporate bodies in case the respective registration is submitted simultaneously with the registration of the incorporation)
    Share capital contributions in cash (if applicable) Deposit of the share capital Bank (variable)
    Commencement of activity statement File the commencement of activity statement tax purposes Tax Authorities N/A
    Ultimate Beneficial Owner statement File the Ultimate Beneficial Owner statement Central Registry of Ultimate Beneficial Owners - Institute of Registries and Notary services N/A
    Minutes books Prepare the minutes books to record the resolutions of the shareholders and of other corporate bodies N/A N/A

  • 3. Setting up of a Branch
    Branch On the Spot Online Branch
    Fees €200 Costs in case of pre-approved articles of association €200

    Where?

    Commercial Registry Offices and Company Stores (several locations across the country).

    - Telephone: 211 950 500
    - From abroad: (+351) 211 950 500
    Business Days, from 09:00am to 05:00pm
    sucursalnahora@irn.mj.pt

    Where?

    On a website to be defined by Ministerial Order from the member of the Government responsible for the department of justice


    (i) Branch On the Spot

    Also within the Simplex program, Decree-Law no. 73/2008, of 16 April, created the “Branch On The Spot” framework, enabling the instant creation at a single counter of permanent representations in Portugal of commercial companies and civil enterprises in the form of companies, cooperatives, enterprise groupings and European economic interest groupings headquartered abroad, with the simultaneous appointment of their respective representatives.

    Detailed below is a brief description of the various steps for the setting up of a Branch On The Spot:

    Step 1: Attendance at Competent Service

    In order to initiate the procedure for setting up a Branch On The Spot, participants must appear in person at one of the competent services established for the purpose. As mentioned above, the Company on The Spot website contains a list of all competent services in Portugal.

    The following documents must be presented:

    -Identification Documents (identity card, passport, driver’s licence or residence permit);

    - Instrument granting representation powers for setting up the branch (minutes of resolutions or power of attorney, as applicable);
    - Document evidencing the legal existence of the entity setting up the branch;
    - List of ultimate beneficial owners of the company that is setting up the branch;
    - Complete and updated text of the articles of association or bylaws of the entity setting up the branch; and
    - Minutes of the corporate resolutions approving the setting up of the branch and appointing the corresponding representative(s), who must be duly identified (full name, address and Portuguese taxpayer number), as well as approving the granting of the respective powers and, when not included in said document, a statement of acceptance of the appointment and a statement asserting that the representative(s) is/are not aware of any circumstances that could inhibit them from holding the office.

    Documents written in foreign languages must be accompanied by their corresponding translation (unless if written in English, French or Spanish and if the registrar masters that language) and the registration services may request the respective legalisation when there are justified doubts as to their authenticity. Such legalisation shall consist of a (i) certification of the signature of the public official issuing the document by a Portuguese diplomatic agent or consular officer and authentication of the latter’s  signature with their official stamp, or (ii) in the case of documents issued by countries that have signed or adhered to The Hague Convention of 5 October 1961, abolishing the requirement of legalisation for foreign public documents, legalisation shall be made by means of apostille.

    When translations are required, they may be certified by the appropriate authorities as per Portuguese law or, if performed by translators who do not have Portuguese nationality and who are not based in Portugal, they must:

    a) be legalized before a foreign public official of the country where they were made;

    b) after said translations have been certified under the terms of paragraph a) above, they must be additionally legalized under the terms indicated in (i) or (ii) above.

    It should be noted that for certain companies (such as insurance companies, credit institutions and financial institutions with head offices in other countries) that wish to set up a permanent representation in Portugal, the law requires a prior authorisation, which must be presented at the time of setting up the Branch On The Spot.

     

    Step 2: Composition of the corporate name

    After the above documents have been verified, the applicants must define the corporate name of the Branch On The Spot and include the term “representação permanente” (permanent representation), “sucursal” (branch) or an equivalent expression (and which should furthermore be included in the text of the minutes of the resolutions approving the setting up of the branch).

     

    Step 3: Registration and publication

    Once the documentation presented has been confirmed to be sufficient and compliant, and after the corporate name of the Branch On The Spot has been defined, the competent service will assign an Economic Activity Code according to its business activity.

    Subsequently, once the commercial registration has been concluded, the shareholders shall receive an access code to the online commercial registry certificate and the social security number of the branch. Additionally, a company card (in electronic format) shall be issued.

     

    Step 4: Commencement of activity statement

    The branch shall be registered for tax purposes by filing a commencement of activity statement that may be immediately presented at the Branch On The Spot counter, as long as it is signed by its TOC. Otherwise, the commencement of activity statement must be filed with the tax authorities within 15 days following the setting up of the branch.

     

    Step 5: Ultimate Beneficial Owner statement

    Within 30 days of its registration, the branch must identify its ultimate beneficial owners by submitting a declaration to that effect in the electronic platform of the Central Registry of the Ultimate Beneficial Owners.

    The cost of setting up a Branch On The Spot is €200. This amount may be paid in cash, cheque or through ATM. The referred amount includes the online publication of the registration of the branch at the website of the Ministry of Justice.

    Those interested in registering a branch of a company with registered offices abroad should make their request online, submitting, among others that may prove necessary (e.g. prior authorization for certain types of regulated activities), the following documents:

    - Instrument granting representation powers for setting up the branch (minutes of resolutions or power of attorney, as applicable);
    - Document evidencing the legal existence of the company setting up the branch, when the company does not have its registered offices in a Member State;
    - Document proving the resolution whereby the company setting up the branch approves it, its corporate purpose, corporate name, place of representation, allocated capital, when required, and the closing date of the financial year;
    - Document proving the appointment of the representative(s) of the branch and the respective powers and, when not included in said document, a statement of acceptance of the appointment and a statement asserting that the representative(s) is/are not aware of any circumstances that could inhibit them from holding the office (the representative must be duly identified - full name, address and Portuguese taxpayer number);
    - Complete and updated copy of the articles of association or bylaws of the company setting up the branch;
    - List of ultimate beneficial owners of the company that is setting up the branch;

    Documents written in foreign languages must be accompanied by their corresponding translation (unless if written in English, French or Spanish and if the registrar masters that language) and the registration services may request the respective legalisation when there are justified doubts as to their authenticity. Such legalisation shall consist of a (i) certification of the signature of the public official issuing the document by a Portuguese diplomatic agent or consular officer and authentication of the latter’s  signature with their official stamp, or (ii) in the case of documents issued by countries that have signed or adhered to The Hague Convention of 5 October 1961, abolishing the requirement of legalisation for foreign public documents, legalisation shall be made by means of apostille.

    When translations are required, they may be certified by the appropriate authorities as per Portuguese law or, if performed by translators who do not have Portuguese nationality and who are not based in Portugal, they must:

    a) be legalized before a foreign public official of the country where they were made;
    b) after said translations have been converted into authentic certified documents under the terms of paragraph a) above, they must be additionally legalized under the terms indicated in (i) or (ii) above.

    The interested parties must choose the composition of the corporate name or designation of the branch, which must correspond to the corporate name of the company in question followed by "representação permanente" (permanent representation), "sucursal" (branch) or other equivalent designation (which must be mentioned in the text of the corporate resolutions approving the creation of the branch).

    At the end of the procedure, the interested parties must pay the fees due for the setting up of the branch.

    (ii) Online Branch

    Step 2: Next steps

    After submission by the applicant of the request to set up an Online Branch, the information will be validated by the competent services. Then, the following steps will be carried out:

    - E-mail notice to the applicant acknowledging the receipt of the request by the competent services;
    - In case irregularities are detected, the applicant receives an e-mail requesting the respective rectification, which must be done within 5 days. The rectification is done through the Company Online site in the ePortugal Portal. If the rectification does not occur within the deadline mentioned above, the registration becomes provisional or is refused;
    - Registration of the branch and of the appointment of the respective representative(s);
    - Automatic and electronic communication of the setting up of the branch to the central file of legal entities and codification of economic activity;
    - Promotion of the legal publications of the registration of the branch and the appointment of its representatives, which are made automatically and electronically;
    - Communication to interested parties of the branch's social security identification number;
    - Communication to interested parties of the access code to the company's electronic card and sending of the company's card for free;
    - Provision of a free access code to the permanent certificate of the branch for a period of three months;
    - Provision to the competent services, electronically, of the data required for the control of tax obligations to the tax authorities, of the data required for the purposes of communicating the commencement of activity of the permanent representation to the Authority for Working Conditions, as well as the data required for the automatic registration of the company with the social security services and, where applicable, in the commercial register.

     

    Step 3: Commencement of activity statement

    The branch shall be registered for tax purposes by filing a commencement of activity statement with the tax authorities within 15 days following its setting up.

     

    Step 4: Ultimate Beneficial Owner statement

    Within 30 days of its registration, the branch must identify its ultimate beneficial owners by submitting a declaration to that effect in the electronic platform of the Central Registry of the Ultimate Beneficial Owners.

     

    Traditional Setting Up

    Although it is possible to set up a branch in Portugal through any of the simplified procedure described above, any investor may set up a branch through the traditional procedure described below.

    The traditional procedure avoids the need for personal appearance by a representative of the entity setting up the branch (and related documentation), given that the registration of the setting up of the branch is able to be carried out by any legal representative (including a lawyer) by submitting the registration request form together with the following documents: 

    - Document evidencing the legal existence of the entity setting up the branch;

    - Complete and updated text of the articles of association or bylaws of the entity setting up the branch;

    - List of ultimate beneficial owners of the company that is setting up the branch;

    - Minutes of the corporate resolutions approving the setting up of the branch and appointing the corresponding representative(s), who must be duly identified (full name, address and Portuguese taxpayer number), as well as approving the granting of the respective powers and, when not included in said document, a statement of acceptance of the appointment and a statement asserting that the representative(s) is/are not aware of any circumstances that could inhibit them from holding the office.

    If the traditional procedure is chosen, the company card and the access code to the permanent online certificate will only become available after the registration has been completed (not at the time of filing).


Other Relevant Simplification Measures

  • Other Relevant Simplification Measures

    The simplification efforts in the early stages of the life of companies is also complemented by the reduction of administrative costs on economic activities subject to licensing or permits.

    In this context, Portugal carried out deep reforms.

    The permanent commercial registry certificate (certidão permanente do registo comercial), of which an updated version is available online and may be consulted by inserting the respective access code, contains the record of all registered acts with respect to a company.

    Upon conclusion of any commercial registration act, a new access code to the permanent commercial registry certificate valid for a period of 3 months is made available.

    In addition, an access code to the permanent certificate may be requested, at all times, through the ePortugal Portal website or at a Commercial Registry Office. The fees for the request of a permanent commercial registry certificate are the following:

    - €25 for a 1-year subscription;

    - €40 for a 2-year subscription;

    - €60 for a 3-year subscription; and

    - €70 for a 4-year subscription.

    The online permanent commercial registry certificate has the same legal value as a certificate in paper form.

    Licensing and installation procedures were also simplified. The Zero Licensing program (“Licenciamento Zero”) has created (through Decree-Law no. 10/2015, of 16 January) a simplified framework for the installation, modification and closure of commercial establishments of food and beverages, stores, trade in goods, services and storage.

    Additionally, the “Responsible Industry System” (“SIR – Sistema da Indústria Responsável”) approved by Decree-Law no. 169/2012, of 1 August, consolidates under a sole framework the procedures applicable to (i) access and performance of the industrial activity, (ii) setting up and development of Responsible Enterprise Areas (ZER, Zonas Empresariais Responsáveis) and (iii) licensing of entities within such scope, setting forth several simplification measures for industrial licensing, now reinforced with the reform carried out by Decree-Law no. 73/2015, of 11 May. Amongst the approved measures, the reduction and elimination of prior control cases, the reinforcement of a posteriori control measures and the creation of a sole digital title (an instrument that aggregates all licences and authorizations required for setting up and running an industrial facility) should be highlighted, all with the purpose of reducing the period between the market opportunity and the effective launch of the industrial product.

    Decree-Law no. 75/2015, of May 11th, which approves the Sole Environmental Licensing (LUA - Licenciamento Único Ambiental), i.e., an instrument allowing the consolidation, in a sole title, of several licensing and prior control proceedings of environmental nature, was approved together with the SIR reform.

    Several other measures were adopted regarding business management and expansion. Most public services have now adopted on-line services through technological innovation and enhancing cross-departmental exchange of information., which is time and cost saving. For instance, the Direct Social Security website (Segurança Social Direta), which allows the on-line submission of statements and obtaining documents and information on contributions, is already one of the preferred platforms in the relationship between companies and the Public Administration.

    Regarding imports and exports, several procedures are now available online, as well as documents and applications in electronic format, mechanisms for communication between information systems that enable the electronic certification of documents (e.g. licenses or certificates). One of the best examples of these measures is the “Single Seaport Platform” (Janela Única Portuária), a one-stop-shop electronic platform, which allows all entities/agents involved to perform their port operations online, with no paper required, reducing transit and customs clearance times.

     

    All these measures are available at: www.simplex.pt

         Notification of changes to activity

    Your business will inevitably change and grow over time depending on different market opportunities, economic factors or personal aspects. For example, changes in your business circumstances may result in a need to change your business structure, corporate name, registered office or contact details.

     

    With the entry into force of Decree-Law no. 76-A/2006, of 29 March, most of such changes can be implemented through a shareholders’ resolution, without the need for the execution of a public deed.

     

         Change of Corporate Name, Registered Office or Corporate Purpose

    A new corporate name approval certificate must be requested to the National Registry of Legal Entities. The cost of the relevant certificate is €75.

     

    However, such new corporate name approval certificate is not required for the change of the company’s registered office in case: (i) both former and new address are within the same municipality or if (ii) the corporate name is solely made up of a fantasy name (i.e. the corporate name has no meaning, is an invented name), with a reference to the company’s activity added to it or not.

     

    After the issuance of the new corporate name approval certificate, the shareholders shall approve the change of the corporate name, registered office and/or corporate purpose (and inherent amendment to the company’s articles of association), and, subsequently, the respective minutes shall be submitted to commercial registration. Registration costs shall amount to €200.

     

         Amendment to the Articles of Association

    Amendments to the articles of association (other than those related to change of the corporate name, registered office and corporate purpose already referred to above) may also operate through a shareholders’ resolution. The relevant minutes shall subsequently be submitted to commercial registration. Registration costs shall amount to €200 (except in case of reduction or increase of share capital in which case they shall amount to €225).

     

    Please note that, as of 10 December 2021, amendments to the articles of association of limited liability companies with registered offices in an EU country represented in Portugal through a branch are subject to registration with the Commercial Registry.

    Models and forms are available online at the website of the Institute of Registries and Notary services (https://irn.justica.gov.pt/ ).

     

Contacts

(+351) 217 909 500

Available Monday-Friday, from 9:30am - 12:30pm and 2:30pm - 5:30pm (GMT +00:00)

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