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CalculateAs a member of the European Union (EU), Portugal complies with the accounting, audit and financial reporting requirements set out in EU decrees and directives incorporated into national law and decrees.
The Commercial Companies Code of Portugal sets rules for approval of annual accounts, and the Registrar of Commercial Companies of Portugal requires filing of accounts and prescribes the manner of filing them as well as requires public disclosure of information and sets out obligations connected therewith on the official website of the Ministry of Justice.
A company’s financial statements must include a balance sheet, profit and loss statement, notes to accounts, and directors’ annual report (Documento de Orgao de Gestao / D.O.G.).
There are three types of companies that must publish their financial statements:
Financial year normally corresponds to calendar year, though resident companies and non-resident companies with permanent representation in Portugal can have a different financial year. When chosen, the same reporting period must remain for at least 5 years.
According to the law, documents are accepted in Portuguese, Spanish, French or English. In practice, all documents in languages other than Portuguese must be accompanied by a translation into Portuguese, which must be certified in the consulate of Portugal or by a notary with an apostille of the Hague Convention.
All companies are allowed to apply the IFRS to make annual consolidated financial statements. International reporting standards do not apply to small and medium-sized companies, instead the Portuguese Generally Accepted Accounting Principles apply.
The companies code requires all public limited companies to be audited annually. It also requires private limited companies to get their financial statements audited annually if they exceed two of the three thresholds in two consecutive reporting periods:
Private limited companies that do not exceed two of the above thresholds can be exempted from the annual audit requirement.
Moreover, all public interest entities defined as listed companies, credit institutions, insurance companies, pension funds, investment companies and some state companies must be audited in accordance with the law.
After accounts have been approved by the board of directors, they must be signed on behalf of all directors.
Directors must provide accounts and directors’ report to the Registration Chamber (ROC) 30 days before the general meeting of shareholders. The Registrar in turn must examine and issue a certified copy of the annual return.
Directors must grant shareholders access to accounts and supporting documents in the registered office of the company during working hours for 15 days before the general meeting of shareholders (period of examination).
Accounts must be provided to shareholders for approval within 3 months after the end of the financial year, for consolidated accounts, within 5 months.
The deadline for providing financial statements is the same as that for filing a tax return: the 15th day of the 7th month after the end of the financial year.
Profit tax return shall be filed via electronic means of communication by the end of May of the year following the reporting year.
If accounts have not been filed on time, there may be consequences:
Companies must present consolidated accounts at a general meeting of shareholders within 5 months after the end of the financial year. Consolidated accounts must be made in accordance with the requirements of the IFRS.
A parent company is exempt from the obligation to make a consolidated annual return if on the date of making of the parent company’s balance sheet enterprises that must be consolidated do not exceed two of the three below criteria based on their latest annual accounts:
Exemption from consolidation does not apply to public companies whose shares are listed on an exchange. Consolidated accounts of such companies must be prepared in accordance with the Generally Accepted Accounting Principles and adopted by members of the International Organization of Securities Commissions.