Setting up a company in Portugal has become increasingly popular due to the country’s favourable business environment. If you’re considering establishing a company in Portugal, you’ve come to the right place. In this comprehensive guide, we will walk you through the step-by-step process of setting up a company in Portugal, covering everything from the type of company to registration and post-incorporation requirements.
Types of Companies in Portugal
Before diving into the incorporation process, it’s essential to understand the different types of companies you can establish in Portugal. The most common types include:
- Limited Liability Company (Sociedade por Quotas): This is the most popular type of company in Portugal. It offers limited liability protection to its shareholders and requires a minimum share capital of EUR 1.00.
- Stock Company (Sociedade Anónima): A stock company is suitable for businesses planning to go public or raise substantial capital. It requires a minimum share capital of EUR 50,000.00.
- Holding Company (Sociedade Gestora de Participações Sociais – SGPS): A holding company is primarily used for holding and managing other companies’ shares. It is subject to specific regulations and requirements.
Each type of company has its own set of rules and requirements, so it’s important to choose the one that best suits your business needs.
Step 1: Apply for the Certificate of Name Approval
The first step in setting up a company in Portugal is to apply for the certificate of name approval. This can be done online through the National Registry of Collective Persons (RNPC) website. The future shareholder(s) or an appointed attorney should apply, providing three preferred names for the company, a detailed list of activities (social object), and the municipality for the registered office. The shareholder(s) must have a Portuguese tax number, which can be obtained from the Portuguese tax office.
Step 2: Prepare and Formalize the Incorporation Act Document
Once you have obtained the certificate of name approval, the next step is to prepare and formalize the incorporation act document. This document will serve as the company’s articles of association and will include important details such as the appointed director(s) and their personal information, including full name, marital status, Portuguese tax number, and residence. It is recommended to specify whether the director(s) will be remunerated or not for their services. Additionally, the document should state that the company’s share capital will be fully subscribed by a certain deadline.
Step 3: Registration of the Company
With the certificate of name approval and the incorporation act document in hand, it’s time to register the company. The registration process involves submitting the necessary documents to the commercial registry office. In addition to the certificate of name approval and the incorporation act document, you will also need to provide:
- Acceptance declaration for the office of director and an express declaration of the nonexistence of any circumstances that may pose an obstacle to the occupation of the charge.
- A list indicating the ultimate beneficiary(ies) for anti-money laundering purposes.
- Acceptance declaration of Statutory Auditor – effective and substitute (for stock companies).
Once the company is registered, you can proceed with opening a bank account in Portugal or within the EU, which is necessary to conduct business activities.
Post-Incorporation Requirements
After successfully incorporating your company, there are a few important post-incorporation requirements to keep in mind:
- Initiate Business Activity: You have 15 days to initiate business activity and register the company with the tax services.
- Enrol the Director with the Social Security System: The director of the company must be enrolled with the Portuguese social security system.
- Accounting and Administrative Compliance: It is crucial to ensure proper accounting and administrative compliance to meet legal obligations and avoid penalties.
Conclusion
Establishing a company in Portugal can be a straightforward and efficient process if you follow the necessary steps and meet the legal requirements. By choosing the right type of company, obtaining the certificate of name approval, preparing the incorporation act document, and registering the company, you can embark on your entrepreneurial journey in Portugal. Remember to fulfil the post-incorporation requirements and seek professional assistance from experts in accounting, fiscal, and administrative matters.
At MCS, we have a dedicated team of professionals who can guide you through the process of setting up a company in Portugal. Our expertise in corporate services and our commitment to delivering high-quality solutions make us the ideal partner for your business ventures in Portugal. Contact us today to learn more about how we can assist you.
Disclaimer: This article is provided for general information purposes only and should not be construed as legal or professional advice. Consult with a qualified professional for personalized guidance tailored to your specific situation.
Miguel Pinto-Correia holds a Master Degree in International Economics and European Studies from ISEG – Lisbon School of Economics & Management and a Bachelor Degree in Economics from Nova School of Business and Economics. He is a permanent member of the Order of the Economists (Ordem dos Economistas)… Read more
