Open a Company in Portugal: A Guide
Do you want to open a company in Portugal? With its favourable business environment and attractive tax benefits, Portugal has become a popular jurisdiction for entrepreneurs and investors. Setting up a company in Portugal can be straightforward if you follow the proper steps. In this comprehensive guide, we will walk you through the process of establishing a company in Portugal, from choosing the appropriate legal structure to registering your business and complying with local regulations. Let’s dive in!
Choose the Right Legal Structure for Your Company
The first step in establishing a company in Portugal is determining the most suitable legal structure for your business. Portugal offers several options, including limited liability companies (sociedade por quotas), stock companies (sociedade anónima), and holding companies (SGPS). Each legal structure has its own requirements and benefits, so choosing the one that aligns with your business goals and needs is essential.
For instance, a limited liability company is a popular choice for small and medium-sized enterprises (SMEs) due to its flexibility and simplified management structure. On the other hand, a stock company is more suitable for larger businesses that plan to raise capital through public offerings. A holding company, on the other hand, is often used for asset protection and tax optimization purposes.
Determine the Share Capital and Shareholders
In Portugal, most types of companies have no minimum share capital requirement. You can incorporate a company with as little as EUR 1. However, if you choose to open a company in Portugal as a stock company, the minimum share capital is EUR 50,000. It’s important to note that the share capital should be fully subscribed and paid up before the company’s registration.
When determining the shareholders of your company, you have the flexibility to incorporate a sole shareholder company or have multiple shareholders. If you opt for a sole shareholder company, the shareholder cannot be another sole shareholder company. It’s crucial to clearly understand the ownership structure and ensure compliance with local regulations.
Apply for the Certificate of Name Approval
Once you have decided on the legal structure and share capital, the next step is to apply for the certificate of name approval. This certificate is obtained through an online application on the RNPC website. One of the future shareholders or an appointed attorney should apply for the certificate, providing the proposed name options for the company, the social object (detailed list of activities), and the municipality for the registered office.
If the shareholder is an individual from a foreign country, they should have a Portuguese tax number, which can be obtained from the Portuguese tax office. If the shareholder is a corporation, it will also need to get a fiscal number, and the commercial registry central services may require an adjourned commercial certificate.
The certificate of name approval is valid for three months and serves as proof that the proposed details for the new company have been approved.
Prepare and Formalize the Incorporation Act Document
After obtaining the certificate of name approval, the shareholders or their appointed attorneys must prepare and formalize the incorporation act document. It should include the company’s articles of association and appoint the corporate body, such as the director(s).
The incorporation act must provide detailed information about the directors, including their full name, marital status, Portuguese tax number, and residence. It’s also advisable to specify whether the director will be remunerated for their role.
Additionally, the incorporation act should state that the company’s share capital will be fully subscribed before the end of the fiscal year. At this stage, opening a bank account for the company is impossible.
Register the Company
Once the incorporation act document is prepared and formalized, the next step is to register the company. Along with the valid certificate of name approval and the incorporation act document, additional documents will be required by the commercial registry office.
These documents may include an acceptance declaration for the office of the director, a declaration of the nonexistence of any obstacles for the director’s occupation, a list indicating the ultimate beneficiaries for anti-money laundering purposes, and an acceptance declaration of the statutory auditor for stock companies.
Congratulations! Your company is now incorporated, and you have successfully established a company in Portugal. However, there are a few more critical steps to take before starting your business activities.
Initiate Activity and Register with Tax Services
Within 15 days of incorporating your company, you must initiate your business activity and register with the tax services. This step involves obtaining your company’s taxpayer identification number (TIN) and enrolling with the Portuguese tax authorities.
You will need to provide relevant information about your business, such as the nature of your activities and the estimated annual turnover. It’s essential to comply with tax regulations and fulfil your tax obligations to avoid any penalties or legal issues.
Enrol the Director with the Social Security System
As a company director, enrolling yourself on the Portuguese social security system is mandatory. This ensures that social security benefits cover you and contribute to the system. It’s important to note that even if you are not planning to receive remuneration as a director, enrolling with the social security system is still required.
However, suppose you can provide sufficient evidence that you are already enrolled in a recognized jurisdiction and making payments to that jurisdiction. In that case, you may be eligible for an exemption from registering with the Portuguese social security system.
Open a Bank Account
Now that your company is registered, you can open a bank account to manage your business finances. You can choose a Portuguese bank or a foreign EU bank. Opening a bank account is crucial for conducting financial transactions, receiving payments, and managing your company’s funds.
Select a bank that offers the services and features that align with your business needs. It’s advisable to compare different banks and their offerings to find the best fit for your company.
Seek Professional Assistance to Open a Company in Portugal
Establishing a company in Portugal involves various legal, financial, and administrative procedures. To ensure a smooth and efficient process, it’s highly recommended to seek professional assistance from experts in company formation and corporate services.
Professional service providers can guide you through the entire process, help you make informed decisions, and ensure compliance with local regulations. They can assist with tasks such as drafting incorporation documents, registering your company, and handling tax and accounting matters.
Conclusion
Setting up a company in Portugal can be rewarding with the proper guidance and knowledge. By following the steps outlined in this comprehensive guide, you can navigate the process smoothly and establish your business successfully. Remember to choose the appropriate legal structure, determine the share capital and shareholders, apply for the certificate of name approval, prepare the incorporation act document, and register your company. Don’t forget to initiate your business activity, register with tax services, enrol the director with the social security system, and open a bank account. Seeking professional assistance can be invaluable in ensuring compliance and maximizing your business’s potential. Good luck with your entrepreneurial journey in Portugal!
For more information or assistance to open a company in Portugal and corporate services in Portugal, you can contact MCS, a trusted provider of integrated business solutions.
This article is provided for general informational purposes only and is not intended to be, nor should it be, construed as legal or professional advice. Please consult a qualified professional for specific guidance tailored to your circumstances.
Miguel Pinto-Correia holds a Master Degree in International Economics and European Studies from ISEG – Lisbon School of Economics & Management and a Bachelor Degree in Economics from Nova School of Business and Economics. He is a permanent member of the Order of the Economists (Ordem dos Economistas)… Read more
