Incorporating a Company in Portugal

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Incorporating a Company in Portugal

by | Tuesday, 14 April 2020 | Corporate Income Tax, Investment

Incorporating a Company in Portugal

To start a business activity in Portugal you will need to incorporate a company and, usually, license its activity.

Madeira Corporate Services, can help you set up a company, make changes or amendments to the memorandum of association or statutes, dissolve companies, provide you accounting services plus provide you with information on the licensing of commercial activities within the International Business Center of Madeira.

Company Incorporation

The choice of the legal entity type of the company will determine its operating model from the outset and has implications for both the shareholder/quota-holder and the future development of the company and the business itself. The most common types of legal entities are the following:

  • Single-person limited company (Sociedade Unipessoal por Quotas – Uni. Lda.)
  • Limited liability company (Sociadade por Quotas – Lda.)
  • Joint stock company (Sociedade Anónima – S.A.)

Note: In choosing any of the above-mentioned types, you must take into account all the assets you wish to allocate to the company, the type liability for the company’s debts (personal property or assets of the company) and additionally, whether you wish to pursue the economic activity alone or with other business partners. Before committing to a specific type of company, our legal and accounting teams are able to advise on the most suitable entity type based on your needs and plans for your business.

Amendments to the memorandum or articles of association

The amendment to the articles of association may be the introduction, removal or modification of some of the clauses of the memorandum of association and must be the result of a resolution by all the shareholders, made according to the by-laws set forth for each type of company. Pursuant to Portuguese law, all changes can be made by the Minutes of the General Meeting. Therefore, a public deed for such amendments is optional.

Of course, our legal team is able to assist you in drafting such minutes that are required for different amendments.

Types of Amendments:

  • Capital Increase
  • Capital Reduction
  • Transfer of shares
  • Change of the company’s name, the corporate purpose or headquarters (to another district)

Dissolving and winding up companies

The dissolution of a company by resolution of the shareholders may be carried out according to one of the following ways:

  • Immediate extinction (no assets or liabilities)
  • Dissolution and liquidation (free assets or liabilities)
  • Dissolution and liquidation by partition (with assets and without liabilities)
  • Dissolution with liquidation (with assets or with assets and liabilities)
  • Dissolution with liquidation by global transmission (with liabilities)

International Business Center of Madeira License

In order to benefit from the unique tax incentives, namely Europe’s lowest corporate tax rate of 5%, available in the Autonomous Region of Madeira, through its International Business Center of Madeira, a special application (in the Portuguese language) must be submitted.

This application is submitted to the official concessionaire of the International Business Center, in two copies, addressed to the Cabinet of the Vice-President of the Regional Government of Madeira in the name of an existing company, in Portugal or abroad, or of a company to be incorporated. Branches of existing companies may also be licensed.

All relevant information concerning the activity to be performed by the company must be included in the licence application, namely:

  • Company name and address;
  • Activity to be undertaken and respective NACE code (European nomenclature of the economic activity);
  • The total value of the investment;
  • Indication of the number of jobs to be created.

In the case of a successful application, the license is deemed to be granted in favour of the company once the applicant furnishes proof of the formation and registration of such a company. All documents in support of the license application must be duly translated into Portuguese and legalized.

Our team at MCS, with more than 20 years of experience in the sector, is able to assist you in setting up and managing a company within the MIBC or Portugal. For more information click here.

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