Starting a private limited company Portugal is the preferred path for many entrepreneurs. Expats relocating to Madeira often choose this structure because it provides limited liability, flexibility, and a strong legal framework for business.
Step 1: Choose the Company Name
Begin by selecting a unique company name. It cannot be identical or confusingly similar to existing businesses. You can check availability and reserve it through the Portuguese Institute of Registries and Notary (IRN).
Tip: Reserve your website domain name at the same time for branding consistency.
Step 2: Define Corporate Purpose and Structure
Next, define your company’s corporate purpose. Decide which business activities your company will undertake. Set the share capital, with a minimum of €1 per shareholder. You also need at least one manager. The manager may be a shareholder or an external party.
Step 3: Obtain a Portuguese Tax Identification Number (NIF)
All shareholders and managers must hold a Portuguese NIF. Non-residents can apply through the tax office or a legal representative in Portugal.
Step 4: Prepare Documentation
Then, gather the required documents:
- Identification documents for all shareholders and managers.
- Proof of address for each shareholder and manager.
- Draft articles of association (Contrato de Sociedade) outlining name, purpose, capital, office, and management.
- Manager’s declaration of acceptance.
If a shareholder is a company, provide incorporation documents and an investment resolution.
Step 5: Register the Company
You can register through two methods:
- Empresa na Hora: Fast-track incorporation in one visit with pre-approved articles.
- Traditional Registration: Submit documents to the Commercial Registry Office.
After registration, you will receive a company certificate and legal entity number (NIPC), which also serves as the tax ID.
Step 6: Register for Social Security and Declare the Start of Activity
Register the company and all employees, including managers if applicable, with the Portuguese Social Security system. This ensures compliance with labor and welfare obligations.
File a declaration of commencement of activity with the Portuguese Tax Authorities. A certified accountant must sign this form. The declaration can be submitted online or at the tax office.
Step 7: Open a Bank Account and Deposit Share Capital
Next, open a corporate bank account. Deposit the initial share capital. The bank will issue a certificate confirming the deposit. This document is necessary for completing the company registration.
Step 8: Obtain Necessary Licenses or Permits
Some business activities require sector-specific licenses. For example, tourism, food, and healthcare businesses need approval from regulatory bodies. Check requirements before starting operations.
Step 9: Maintain Compliance
Finally, ensure ongoing compliance. A private limited company Portugal must:
- Keep proper accounting records.
- File annual tax returns and financial statements.
- Meet VAT obligations, if applicable.
- Pay social security contributions.
Special Considerations for Foreign Investors
Foreign entrepreneurs enjoy several advantages:
- Remote Incorporation: You may set up the company remotely using a legal representative.
- Bilingual Documentation: Legal documents must be in Portuguese. Certified translations may be necessary.
- MIBC Regime: The Madeira International Business Centre tax regime offers attractive tax benefits for companies with international operations in Madeira, including for non-resident shareholders.
Conclusion
Establishing a private limited company Portugal is straightforward when you follow each step carefully. With professional guidance, expats in Madeira can set up businesses quickly while ensuring full compliance with Portuguese law.
Disclaimer: This article is for information purposes only. For tailored legal or tax advice, consult a qualified professional.
The founding of Madeira Corporate Services dates back to 1996. MCS started as a corporate service provider in the Madeira International Business Center and rapidly became a leading management company… Read more
