How to set up a company in Portugal? For many reasons, Portugal is currently a desirable jurisdiction to carry out business and establishing a company could be an excellent idea!
In case you already have a consolidated business plan, we are ready to assist you and analyse it to make it more efficient from a legal and tax perspective.
Taking into account the above, and as a brief step plan for establishing a company under Portuguese law, we would stress as follows:
The company‘s incorporation procedure is quite simple and fast, provided that the following details are defined on top:
- Details on the type of company – you may opt for a limited liability company (the so-called sociedade por quotas), a stock company (sociedade anónima) or even a holding company ( briefly named SGPS). Depending on the type/nature of the company, the respective articles of association should be adjusted to comply with specific requirements, such as mandatory statutory bodies to be appointed.
- Share capital and shareholders – in Portugal, there is no minimum share capital (you may even incorporate a company with a share capital of EUR 1,00). As for the stock company, the minimum share capital is EUR 50.000,00.
You may incorporate a sole shareholder company( in which case its shareholder may not be another sole shareholder company). The following steps detail, in general terms, how to set up a company in Portugal (or Madeira island).
So the first step will be to apply for the certificate of name approval:
This application is made online on the RNPC website. It should be applied for by one of the company’s future shareholder(s) under incorporation (or by an appointed attorney or even by a lawyer). The shareholder is an individual from a foreign country and should have a Portuguese tax number, easily obtained at the Portuguese tax office (in case of an individual residing outside the EU, when applying for the fiscal number, a fiscal representative residing in Portugal, should be appointed as well). If the shareholder is a corporation, it will also need to obtain a fiscal number: the commercial registry central services will require an adjourned commercial certificate.
In the application for the name approval certificate, it will be indicated the proposed name of preference for the company (three options available), the social object (detailed list of activities) and respective economic activity codes (CAEs) as well indication of the municipality for the registered office.
Once obtained the approval of the proposed details for the new company to incorporate through a certificate of name approval is valid for a period of 3 months, the following step will be:
Prepare and formalise the incorporation act document.
The shareholders, or duly appointed attorneys, shall organise and formalise the private document which incorporates the company (as per Decree-Law 76-A/2006 26th march ), which signatures should be legalised (and powers verified if executed by attorneys) by a public notary or by a lawyer (authentication could also be required in some instances).
The incorporation act must detail the company’s articles of association. It should also appoint the corporate body(is), namely the director(s). (details such as full name, marital status, if married, the marriage regime and name of spouse, Portuguese tax number, and residence need to be stated).
In addition, we recommend detailing whether the director will be remunerated or not for the office in the incorporation act. Payment of monthly contributions is due (unless sufficient evidence is that the director is already enrolled either in Portugal or abroad and making payments to a recognised jurisdiction, in which case exemption can be applied). Even if not paid, their enrolment before the Portuguese social security is required.
Finally, we also advise indicating in the document that the company’s share capital is to be fully subscribed until the year ending (at this stage, it is not possible to have a bank account opened – which is a to-do step, either with a Portuguese bank or with a foreign EU bank).
Registration of the company
At this stage, with the valid certificate of name approval and properly legalised incorporation act document, the following step is to present the company to registration.
Notwithstanding, additional documents will be ordered by the commercial registry office:
- Acceptance declaration for the office of director and express declaration of the nonexistence of any circumstances that may pose an obstacle for the occupation of the charge;
- List indicating the ultimate beneficiary(is) under the rules in force for anti-money laundering purposes (Law 89/2017, 21st August).
- Acceptance declaration of Statutory Auditor – effective and substitute – (in case of a stock company where the appointment of an Audit Committee is mandatory)
Congratulations! Your company is now incorporated, and you know how to set up a company in Portugal!
Do not forget that there is a deadline of 15 days to initiate the activity before the tax services and to register the company and enrol the director before the social security system.
You can now open a bank account (either in Portugal or within the EU) and start your business activities.
Do not forget that you may rely on the MCS integrated team if you need assistance on accounting, fiscal, administrative or legal matters!
This article is provided for general information purposes only and is not intended to be, nor should it be construed as, legal or professional advice of any kind. Should you have any questions, please do not hesitate to contact us.