You are not alone if you want to open a non-resident company in Portugal. Portugal has become a prime destination for international entrepreneurs and investors thanks to its favourable business climate, strategic location in Europe, and attractive tax regimes. This article will guide you through the essential steps, legal requirements, and practical considerations for non-residents who wish to establish a company in Portugal.
Why Open a Company in Portugal as a Non-Resident?
Portugal offers several advantages for non-residents:
- Access to the European Union market
- Competitive tax rates, especially in special regimes like the Madeira International Business Centre (IBC)
- Streamlined incorporation procedures
- No minimum share capital for certain company types
- Possibility to operate remotely with local legal representation
Legal Structures Available
When you decide to open a company in Portugal as a non-resident, you can choose from several legal forms:
- Private Limited Company (Sociedade por Quotas, Lda.): Can be incorporated with a single shareholder and a minimum share capital of €1 per shareholder. Only a manager, who may also be a shareholder, is required.
- Stock Corporation (Sociedade Anónima, S.A.): Requires at least five shareholders and a minimum share capital of €50,000. Management is by a board of directors.
- Branch: No minimum capital required (except for banks). The branch must be linked to a foreign head office and is subject to Portuguese law for its local operations.
Furthermore, regardless of nationality or residency status, shareholders can be individuals or companies. Non-residents may also act as managers or appoint a local representative for legal purposes
Step-by-Step Process to Open a Company in Portugal as a Non-Resident
1. Name Approval
- Request a name approval certificate and provisional identification card from the National Company Registrar (RNPC).
- This can be done online or through a local representative.
- The certificate is valid for 180 days for registration purposes.
2. Company Incorporation
Submit the incorporation request to the Private Deeds Registry Office.
Given the above, the required documents include:
- Name approval certificate
- Provisional company identification card
- Identification documents of shareholders and managers
- For branches: statutes of the head office and minutes of the meeting deciding the branch formation
- Report from an Official Account Auditor (if capital is contributed in kind)
- License authorisation from the relevant regional authority (if applicable)
All documents must be translated into Portuguese and legalised.
3. Declaration of Beginning of Activity
- File a declaration of the beginning of activity with the Portuguese Tax Authorities.
- Obtain a Portuguese tax identification number (NIF) for the company and, if necessary, for non-resident shareholders or directors.
4. Legal Representation
- Non-resident companies must appoint a local legal representative in Portugal.
- The representative is responsible for receiving official communications and ensuring compliance with local regulations.
5. Opening a Bank Account
- Open a corporate bank account in Portugal.
- Banks may require proof of company registration, identification documents, and company activities.
6. Registration for Social Security and Tax
- Register the company and its employees with the Portuguese Social Security system.
- Set up VAT registration if the company trades goods or services subject to VAT.
Taxation and Reporting Obligations
Corporate tax returns must be filed annually.
- VAT returns are required periodically, depending on turnover.
- Social security contributions must be withheld and paid for employees and directors.
- Companies must keep proper books of accounts in Portuguese and euros, although auxiliary records can be kept in other currencies.
Special Regimes: Madeira IBC
Many non-residents choose to open a company in Portugal via the Madeira International Business Centre (IBC), which offers:
- Reduced corporate tax rates
- No minimum share capital requirements
- Exemption from specific local fees and notarial costs
Key Considerations for Non-Residents
The following considerations must be taken when incorporating a company:
- Legalisation and translation: All foreign documents must be translated into Portuguese and legalised (apostilled).
- Tax representative: Non-residents must appoint a tax representative for VAT and other tax matters, especially if not established in the EU.
- Compliance: Ensure ongoing compliance with Portuguese company law, tax, and social security regulations.
Conclusion
To open a company in Portugal as a non-resident is a straightforward process, provided you follow the legal requirements and appoint a reliable local representative. Portugal’s business-friendly environment, strategic location, and access to the EU market make it an attractive choice for international entrepreneurs. Consult a reputable law firm or corporate services provider in Portugal for tailored advice and assistance.
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
