To relocate a company to Portugal, means allowing businesses to maintain their complete legal identity while establishing operations within the European Union. The process becomes viable when at least 75% of your shareholders approve the move.
Portuguese corporate law specifically permits foreign companies to transfer their headquarters without losing their legal personality. Your business continues operating under its original legal structure throughout the entire transition process.
The relocation opportunity applies to businesses where both Portugal and the originating country legally permit such corporate transfers. This bilateral legal framework ensures your company can successfully establish its presence in Portuguese territory while preserving existing contracts, intellectual property, and regulatory approvals.
Portugal offers several strategic benefits for relocating businesses:
- Market Access: Direct entry to European Union markets and trading relationships
- Tax Efficiency: Competitive corporate tax rates with potential additional reductions
- Legal Continuity: Preservation of your company’s legal identity and operational history
- Strategic Position: Gateway location for European and international business operations
This guide covers every stage of the relocation process. You’ll learn how to verify eligibility requirements, prepare essential documentation, complete Portuguese registration, and manage ongoing tax obligations. The step-by-step approach ensures your business successfully establishes its new headquarters while maintaining operational continuity throughout the transition.
Company Relocation Eligibility Requirements
Your business must meet specific criteria before initiating the relocation process to Portugal. These requirements ensure legal compliance and successful transfer of your company’s headquarters.
Reciprocity and Jurisdictional Requirements
Portuguese corporate law accepts company relocations when both jurisdictions legally permit such transfers. EU Member State relocations receive straightforward approval. Companies based outside the EU require individual assessment by the Portuguese Commercial Registry Office.
The reciprocity principle forms the foundation of eligibility. Your current country’s legislation must explicitly authorize company relocations while preserving legal identity. Portuguese authorities cannot process applications from jurisdictions that prohibit such corporate transfers, regardless of your business size or industry sector.
Tax treatment varies significantly between EU Member States and eligible EEA States. This distinction affects outbound movements, particularly regarding Portuguese Permanent Establishment maintenance and asset allocation. Companies relocating from non-EU countries face more complex evaluation processes and potentially different tax implications.
Legal Identity Preservation Benefits
Portugal’s continuity-of-entity doctrine allows your business to maintain its complete legal personality throughout relocation. Your company remains the same legal entity with identical rights, obligations, and operational history.
This legal continuity delivers substantial practical advantages:
Financial Benefits: No asset transfer requirements, no capital gains crystallization, exemption from property transfer tax (IMT), and no stamp duty on real property.
Operational Continuity: Existing contracts, intellectual property rights, and regulatory approvals remain valid. Only your headquarters and effective management relocate to Portugal.
Regulatory Compliance: Your articles of association require adaptation to Portuguese law while preserving your company’s core identity. This adaptation ensures local regulatory alignment without disrupting business operations.
Shareholder Authorization Process
Company relocation requires formal shareholder approval through a supermajority vote. At least 75% of votes corresponding to your share capital must approve the relocation decision.
Your shareholder resolution must address three mandatory elements:
- Headquarters Transfer: Formal approval to relocate company headquarters to Portugal
- Legal Adaptation: Approval of revised articles of association compliant with Portuguese law
- Management Appointment: Designation of directors authorized to represent the company in Portugal
This supermajority requirement protects shareholder interests and ensures broad consensus for the strategic decision. Insufficient shareholder support prevents legal progression of the relocation process and may create complications in both jurisdictions.
Your company qualifies for Portugal relocation when these three foundational requirements align: bilateral legal permission, legal personality preservation, and proper shareholder authorization. Meeting these criteria positions your business to proceed with document preparation and formal registration procedures.
Required Documentation for Portugal Company Relocation
Portugal company relocation demands specific documentation to verify legal status and authorization. Portuguese authorities examine these documents to confirm your business qualifies for the transfer and maintains proper corporate standing throughout the process.
Foreign Law Certification
Company relocation to Portugal requires certified proof that your current jurisdiction permits corporate transfers. This cornerstone document establishes the reciprocity principle essential for Portuguese approval.
The certification must come directly from official government sources in your home country. Portuguese authorities will not process applications without clear legal confirmation that your origin jurisdiction supports company transfers while preserving legal personality. Local government authorities typically provide this certification after reviewing relevant corporate legislation.
Corporate Registration Documents
Portuguese Commercial Registry requires comprehensive documentation of your company’s current legal status:
- Commercial Registry Certificate: Updated incorporation documentation from your origin country
- Memorandum and Articles of Association: Current governing documents as registered in your home jurisdiction
These documents establish your company’s legal existence and operational framework. Portuguese authorities review them to understand your business structure before approving relocation. The documents also provide the foundation for adapting your articles to Portuguese legal requirements.
Companies may initially submit documents in their original language. Portuguese authorities request official translations during the review process when necessary.
Shareholder Authorization Documentation
Formal shareholder approval requires specific documentation:
- General Meeting Minutes: Complete record of the meeting granting relocation powers
- Authorized Representative Identification: Details of the person empowered to sign incorporation documents
The shareholder resolution must address three mandatory elements:
- Headquarters Relocation: Formal approval to move company headquarters to Portugal
- Articles Adaptation: Approval of new articles of association compliant with Portuguese law
- Director Appointment: Selection of directors to represent the company in Portugal
This resolution requires the previously mentioned 75% shareholder approval based on share capital voting rights.
Hague Apostille Authentication
Portugal recognizes foreign documents through the Hague Apostille Convention, ratified by over 120 countries worldwide. This standardized authentication process replaces complex traditional legalization procedures.
Essential corporate documents requiring apostille certification include:
- Incorporation Certificates
- Memorandum & Articles of Association
- Corporate Meeting Minutes
- Good Standing Certificates
- Officer-signed Contracts or Agreements
Documents not in Portuguese or English require sworn translator certification before or after apostille authentication. The apostille confirms document origin authenticity while the translation ensures content accessibility for Portuguese authorities.
Proper document preparation, certification, and apostille authentication positions your company for successful Portuguese registration while maintaining legal personality continuity.
Relocate a company to Portugal: a Four-Stage Process
Documentation preparation completed, your company can now proceed through the formal relocation stages. This structured approach maintains your business legal personality while establishing Portuguese operations.
Stage 1: Company Name Approval
Submit your name approval request to the Portuguese Institute of Registries and Notaries (IRN) before advancing to other relocation stages. Portuguese authorities must verify and approve your company name for local registration.
Name approval offers two pathways:
- Current Name Retention – Subject to availability verification in Portugal
- Alternative Name Selection – Required when your current name conflicts with existing registrations
Your shareholder resolution should include provisions for alternative name adoption if your preferred choice faces rejection. This planning prevents processing delays during later stages. The Certificate of Admissibility remains valid for three months once issued.
Stage 2: Articles of Association Adaptation
Modify your company’s governing documents to meet Portuguese legal standards. This adaptation maintains your core business identity while ensuring regulatory compliance.
Required Article Updates:
- New registered office address in Portugal
- Business activities using Portuguese CAE classification codes
- Detailed operational scope definitions
- Management structure aligned with Portuguese corporate law
Shareholder approval through a resolution requires at least three-quarters majority of total capital votes. These adapted articles serve as your company’s primary governing framework within Portuguese jurisdiction.
Stage 3: Business Licensing Requirements
Industry-specific operations may require specialized permits or licenses. The Directorate-General for Economic Activities (DGAE) manages licensing protocols for regulated sectors.
Access the Balcão do Empreendedor portal for:
- Activity-specific licensing requirements
- Authority contact information
- Electronic application procedures
Regulated industries receive sector-specific guidance through dedicated simulators covering business access requirements, infrastructure standards, operational protocols, and workplace conditions.
Stage 4: Portuguese Commercial Registration
Complete your formal establishment through Commercial Registry Office registration. Submit your complete documentation package including:
- Certificate of Admissibility for approved company name
- Portuguese-compliant articles of association
- Shareholder authorization resolutions
- Industry licenses (when applicable)
- Apostilled origin country corporate documents
Registration Deliverables:
- Portuguese company registration certificate
- Tax identification number (NIPC)
- Permanent commercial certificate access credentials
- Official company electronic card
This registration establishes your company’s legal presence in Portugal while preserving business continuity and corporate identity throughout the transition process.
Relocate a company to Portugal: Tax Framework
To relocate a company to Portugal implies immediate tax obligations and strategic opportunities that require professional planning. Portuguese tax authorities treat your relocated business as a domestic entity with specific compliance requirements and beneficial rate structures.
Corporate Income Tax Structure
Portugal applies a 21% standard corporate income tax rate (IRC) on business profits. Small and medium enterprises qualify for reduced taxation at 17% on the first €50,000 of annual taxable income.
The autonomous regions provide additional tax advantages for relocated companies:
Madeira and Azores: 14.7% corporate tax rate representing a 30% reduction from mainland Portugal rates
Madeira International Business Center: Special 5% tax rate applies to qualifying income streams
EU company relocations receive preferential treatment under Portuguese tax law. To relocate a company to Portugal and its registered address constitutes a business continuation rather than liquidation, potentially avoiding immediate taxation of accumulated profits and latent capital gains that typically occur with non-EU relocations.
Companies relocating from non-EU jurisdictions face different considerations. Many origin countries impose exit charges by treating the relocation as deemed liquidation. Strategic tax planning becomes essential to minimize these transitional costs before initiating the relocation process.
Shareholder Tax Implications
Non-resident shareholders face specific tax obligations on Portuguese-sourced income. Portugal imposes a 25% tax rate on income attributed to non-resident shareholders. Interest and dividend income from Portuguese sources attracts a flat 28% tax rate.
Company relocation affects shareholders based on their residency status. Non-resident shareholders may have gains from the relocated company attributed proportionally to their shareholding. This attribution occurs when anti-avoidance provisions apply, potentially impacting overall tax planning strategies.
Double taxation agreements provide relief for international shareholders. The Portugal-US Double Taxation Agreement eliminates double taxation burdens for American shareholders. Similar agreements exist with numerous countries, facilitating international tax planning for diverse shareholder bases.
Mandatory Compliance Requirements
Portuguese law establishes specific compliance obligations for all businesses operating within its jurisdiction.
Professional Accounting Services: All companies must engage a chartered accountant to oversee tax compliance and financial reporting. This requirement ensures proper adherence to Portuguese accounting standards and tax regulations.
Annual Filing Schedule: The Portuguese tax year operates from January 1 to December 31, with corporate tax returns due by May 31 of the following year. Monthly Social Security contributions require declaration by the 10th of each month with payment due by the 20th.
Beneficial Ownership Registration: Companies must register with the Central Register of Beneficial Owners (CRBO) within 30 days of commercial registration. This registration identifies individuals exercising control over your company, supporting transparency requirements for international business operations.
Post-Relocation Business Operations and Compliance Requirements
Your company’s successful establishment in Portugal requires ongoing compliance with Portuguese regulatory standards. These obligations ensure your business maintains good standing while operating within the local legal framework.
Business Licensing Requirements
Industrial activities in Portugal require specific licensing to ensure public health protection, workplace safety, and environmental compliance standards. The Directorate-General for Economic Activities (DGAE) manages these requirements through the Balcão do Empreendedor (Entrepreneur’s Desk) portal.
Several business sectors face mandatory licensing requirements before commencing operations. Road transport companies and travel agencies must obtain sector-specific authorizations, while real estate firms and private security services require specialized permits. Educational institutions, healthcare facilities, catering establishments, and sports facilities also fall under regulated licensing categories.
Commercial establishments typically require authorization from local government authorities rather than national bodies. This local jurisdiction approach allows municipalities to address specific regional requirements and community standards.
Management Structure Registration
Portuguese law requires registration of your company’s management structure within two months of corporate deliberation. Both individuals and legal entities can serve as company directors, though legal entities must designate an individual representative.
Private limited companies typically appoint directors for indefinite periods unless your articles of association specify alternative terms. Public limited companies face a maximum appointment period of four years.
The appointment process requires submission of specific documentation to Portuguese authorities. Your corporate deliberation must formally approve each appointment, accompanied by individual statements from managers accepting their positions. Public companies require additional documentation beyond these basic requirements.
Modifying Company Articles
Business evolution often necessitates changes to your company’s articles of association during Portuguese operations. These modifications require formal shareholder approval through proper resolution procedures.
Effective amendments follow a structured process: shareholders must receive proper notice for formal meetings, secure approval from at least 75% of voting shareholders, and submit both the resolution and amended articles to Companies House within 15 days. All amendments must comply with Portuguese legal requirements while preserving statutory shareholder rights.
Company Relocation Success in Portugal
Company relocation to Portugal delivers strategic positioning within European markets while preserving your business’s complete legal identity. This process allows established businesses to access EU opportunities without disrupting existing operations, contracts, or regulatory approvals.
The relocation framework requires systematic preparation across four essential areas. Your eligibility depends on bilateral legal permissions between Portugal and your current country. Shareholder approval through a 75% majority vote establishes the foundation for the move. Documentation preparation, including apostilled certificates and adapted articles of association, ensures regulatory compliance. The formal registration process then establishes your Portuguese presence while maintaining legal continuity.
Key Strategic Advantages:
- Market Position: Direct access to European Union trading relationships and regulatory frameworks
- Tax Efficiency: Portugal’s 21% standard corporate rate with additional reductions for qualifying businesses
- Operational Continuity: Preservation of existing contracts, intellectual property, and business relationships
- Legal Stability: Maintained corporate identity throughout the transition process
Post-relocation operations require ongoing attention to Portuguese compliance requirements. Businesses must engage chartered accountants for tax obligations and maintain proper licensing for regulated activities. Management changes and articles amendments need proper registration with Portuguese authorities.
Portugal’s business-friendly environment positions relocated companies for sustainable European growth. The combination of strategic location, competitive tax rates, and EU market access creates significant opportunities for international businesses seeking European expansion.
To relocate a company to Portugal professional guidance and systematic planning is needed. The process rewards thorough preparation with long-term strategic advantages that support continued business development within the European marketplace.
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
