At a glance
- Opening a company in Portugal for non residents is legally straightforward but procedurally exact: foreign individuals and companies incorporate and own businesses on the same footing as residents, provided the tax, registration and compliance steps are handled correctly from the outset.
- The default vehicle is the Lda (sociedade por quotas), or its single-member form, the Unipessoal Lda, with a minimum capital of EUR 1 per quota since the 2011 reform; the SA, with EUR 50,000 minimum capital and a board, is reserved for larger or regulated projects.
- Every shareholder, every manager and the company itself needs a Portuguese tax number (NIF), and members resident outside the EU/EEA must appoint a fiscal representative at the registration stage.
- Incorporation can be completed same-day through Empresa na Hora, or online through Empresa Online, and can be done remotely under a power of attorney without the founder travelling to Portugal.
- Licensing the company in the Madeira International Business Centre (MIBC) accesses a 5% corporate tax rate through 2033, subject to the regime’s substance conditions and the 31 December 2026 licensing deadline.
Opening a company in Portugal for non residents is one of the most common cross-border requests the firm handles, and the legal position is welcoming: Portuguese law lets foreign individuals and entities incorporate and hold companies exactly as a resident would. What catches non-residents out is not the ownership question but the sequence, the tax numbers, the fiscal-representation rule, and the registrations that follow incorporation. This guide sets out the full 2026 process, from choosing the company type to the post-incorporation compliance, with the Madeira option explained. MCS assists with the Portuguese side of each step, subject to a review of the case.
Can a non-resident own a Portuguese company?
Yes, and without restriction on nationality or residence. EU and non-EU nationals, resident in Portugal or not, can be quotaholders or managers of a Portuguese company, and a non-resident can be the sole owner. There is no requirement to hold residence, to be physically present, or to take on a local partner. The incorporation itself can be executed by a representative acting under a power of attorney, which is how most non-resident founders proceed: the file is prepared in Portugal and signed remotely.
The point to absorb early is that ease of ownership does not mean absence of formality. The Portuguese system is registry-based and unforgiving of omissions, so the value for a non-resident lies in getting the order of operations right, not in any special permission to participate.
Opening a company in Portugal for non residents: choosing the company type
Three forms cover almost every case.
The Lda, the sociedade por quotas, is the default for non-resident founders. It is a private limited company in which liability is capped at the capital each member subscribes, capital is divided into quotas rather than tradable shares, and governance is light: one or more managers (gerentes) run it. It suits trading companies, service businesses, startups and holding structures.
The Unipessoal Lda is the single-member version of the Lda: one owner, the same limited liability, with the word “Unipessoal” placed before “Lda” in the firm name. It is the natural choice for a solo founder, and it can be converted into a multi-member Lda later by admitting a new quotaholder.
The SA, the sociedade anónima, is the share-based form, with a EUR 50,000 minimum capital and a board structure. It is used where the plan involves multiple investors, freely transferable shares, or an eventual listing. In practice non-residents choose an Lda or Unipessoal Lda unless scale or regulation requires the SA, and the first choice is not permanent, since an Lda can be transformed into an SA under the Código das Sociedades Comerciais.
The tax numbers: NIF and fiscal representation
This is the step where non-resident files most often stall, so settle it first. Three categories of person need a Portuguese tax number (NIF): every shareholder, every manager or director, and the company itself once incorporated (its corporate number is the NIPC).
For a non-resident individual, obtaining a NIF requires valid identification and proof of address. Crucially, a person or entity whose tax address sits outside the EU/EEA must appoint a fiscal representative, a Portuguese-resident individual or company that acts as the point of contact with the Tax Authority and receives official correspondence. The Tax Authority will not issue the NIF to a third-country applicant without a named representative, and failing to appoint one where required is a tax infringement in its own right, even where no tax is due. EU/EEA-resident members are generally exempt from the representation requirement, though valid electronic tax notifications must be in place.
Because the NIF and representation step is both the first and the most error-prone, it is the point at which non-residents most commonly engage local assistance.
Opening a company in Portugal for non residents: the incorporation steps
With tax numbers in hand, the incorporation itself is well defined and, for a straightforward case, fast.
Fix the company name. Either reserve a bespoke name through the Registo Nacional de Pessoas Coletivas and obtain a certificado de admissibilidade, or take a pre-approved name from the official list, which is what makes same-day incorporation possible. The name must end in “Lda”, or “Unipessoal Lda” for a single member.
Settle the company’s terms. Decide the members and their quotas, the share capital, the corporate object (the activities by CAE code), the registered office, and who will act as manager. These go into the articles of association (contrato de sociedade), using either the official model or a tailored draft.
Incorporate, by one of two routes. Empresa na Hora gives in-person, same-day incorporation at a registry counter, typically in about an hour, using a pre-approved name and model articles, at a standard cost in the region of EUR 360. Empresa Online lets you incorporate through the official portal with a digital certificate. A notarial deed is needed only where the structure calls for it. At the end you receive the company’s cartão de pessoa coletiva with its NIPC and the código de acesso to the permanent commercial-registry certificate.
Settle the capital. The minimum is EUR 1 per quota, so a single-member Unipessoal can form with EUR 1 and a two-member Lda with EUR 2. That is a legal floor, not a commercial recommendation: a company that will sign a lease, take on liabilities or seek credit should capitalise to match its activity. The subscribed capital can be paid into the company’s bank account within five days of incorporation or, at the members’ choice, deferred to the end of the first financial year.
Post-incorporation registrations the non-resident must not miss
Incorporation is not the finish line. Four obligations follow immediately, and a gap here is where compliance risk accumulates.
Register the beneficial owners in the Registo Central do Beneficiário Efetivo (RCBE). File the declaração de início de atividade with the Tax Authority to place the company on the map for corporate income tax (IRC) and VAT. Register the company, and any staff, with Segurança Social. And appoint a certified accountant (contabilista certificado), who is legally required to sign off the company’s accounts and is engaged in practice at this point. The company also opens its own bank account, into which the capital is paid.
For a company that will be non-resident itself but earns Portuguese income without a permanent establishment, a tax representative for corporate-tax purposes may also be required, subject to the EU/EEA exemptions.
Corporate tax and VAT once the company is trading
A Portuguese Lda is liable to IRC on its profits, with municipal and, where applicable, state surcharges on top. The mainland headline IRC rate moves with each annual State Budget, so it should be confirmed for the year of incorporation. VAT (IVA) applies to most supplies of goods and services, at a standard rate of 23% on the mainland, 22% in the Autonomous Region of Madeira and 16% in the Azores, with reduced and intermediate rates for specified categories. In operation, the company withholds IRS and social security on salaries, files periodic VAT returns, and submits the annual Modelo 22 (IRC) and the IES. Intra-EU trade, imports and e-commerce can add VAT-registration, OSS or IOSS, and customs-representation obligations, and incorrect VAT structuring is one of the most common sources of penalties for foreign-owned companies.
The Madeira option: where the company becomes a 5% structure
For founders whose activity is internationally oriented, the form of the company is only half the question; the other half is where it is licensed. A company licensed in the Madeira International Business Centre (Centro Internacional de Negócios da Madeira, the Zona Franca da Madeira) accesses a reduced IRC rate of 5% under Article 36.º-A of the Estatuto dos Benefícios Fiscais, in force to the end of 2033, provided it is licensed by 31 December 2026 and meets the regime’s substance conditions: broadly, the creation of one to five jobs plus a minimum EUR 75,000 investment, or six or more jobs, in the Region. It remains an ordinary Portuguese company in every legal respect, an EU entity with a Portuguese NIPC, benefiting from a regional regime cleared as compatible with EU State aid rules. For a non-resident weighing where to incorporate, the Madeira route is the one option in the European mainstream that pairs a low headline rate with a substance test and a fixed licensing clock.
Compliance traps non-residents should watch
Administrative simplicity does not remove legal responsibility. Four points recur in non-resident files: the fiscal-representation obligation, which is a tax offence to ignore; the activation of electronic tax notifications, without which official deadlines are missed silently; withholding tax on outbound payments such as dividends, which can be reduced or eliminated under a tax treaty but applies by default; and the rule that profits cannot be transferred abroad while tax is unpaid or unsecured. Each is manageable with proper coordination between the corporate, tax and accounting functions, and each is costly when left to chance.
Practical takeaways
- Non-residents can fully own a Portuguese company, including as sole shareholder, with no nationality or residence restriction.
- Choose the Lda or Unipessoal Lda by default; reserve the SA for scale or regulation.
- Obtain a NIF for every member, manager and the company, and appoint a fiscal representative for any member resident outside the EU/EEA.
- Incorporate same-day through Empresa na Hora or online through Empresa Online, remotely under a power of attorney if needed.
- Complete the RCBE, start-of-activity and Segurança Social registrations, and appoint a certified accountant, immediately after incorporation.
- Confirm the year’s IRC rate and the applicable VAT rate (23% mainland, 22% Madeira, 16% Azores) before trading.
- Consider the MIBC 5% regime if your activity is international, mindful of the substance conditions and the 31 December 2026 licensing deadline.
Where MCS can assist
Madeira Corporate Services advises non-resident founders and investors on opening a company in Portugal, from the choice between an ordinary mainland Lda and a Madeira-licensed structure through to ongoing compliance. The firm can handle the NIF and fiscal-representation step for non-resident members, the incorporation itself, the RCBE, start-of-activity and social-security registrations, the appointment of a certified accountant, and the continuing accounting and tax-compliance function, subject to a review of each case.
Frequently asked questions
Can I open a company in Portugal as a non-resident without travelling there? Yes. Incorporation can be completed remotely under a power of attorney, provided every member and manager holds a NIF and the fiscal-representation requirement, where it applies, is met.
Is a fiscal representative always required when opening a company in Portugal for non residents? For members resident outside the EU/EEA, in most cases yes; the Tax Authority will not issue the NIF without one. EU/EEA-resident members are generally exempt, subject to valid electronic tax notifications. Exceptions are narrow and assessed case by case.
What is the minimum share capital for a non-resident’s company? EUR 1 per quota since the 2011 reform abolished the old EUR 5,000 floor. The figure you choose should reflect the company’s real activity, not just the legal minimum.
How long does opening a company in Portugal for non residents take? The incorporation can be same-day through Empresa na Hora once the NIFs and name are settled. The realistic timeline is driven by the NIF and fiscal-representation step beforehand, which is the part to start first.
Can the Portuguese company benefit from the Madeira 5% rate? Yes, if it is licensed in the Madeira International Business Centre by 31 December 2026 and meets the substance conditions. It remains an ordinary Portuguese company benefiting from a regional fiscal regime.
This article is provided for general information only on opening a company in Portugal for non residents and does not constitute legal, tax or accounting advice, nor does it create a client relationship or an engagement of Madeira Corporate Services. The rules summarised here, including company-capital requirements, fiscal-representation obligations, VAT and corporate-tax rates, the Madeira International Business Centre regime and incorporation procedures, reflect Portuguese law and administrative practice as generally applicable in 2026 and are subject to change, to the interpretations of the Tax Authority, and to the specific facts of each case. Corporate-tax and VAT rates move with each annual State Budget and regional decree. No action should be taken on the basis of this article without prior professional advice tailored to your circumstances.
Lília has graduated in 2002 with a law degree from Universidade Nova de Lisboa. She joined MCS’s legal team in 2003, providing support to the legal department in corporate and shipping… Read more
