Registration of a Limited Liability Company in Portugal (Lda). Service offer

1. It is necessary to determine:

• company name to be checked for its availability (at least two names) and be subject to the following restrictions:
  • the name of a limited liability company must contain the abbreviation Lda;
  • if the company has one shareholder, the name must end with Unipessoal, Lda;
  • the name must not be misleading or contain prohibited words or suggest an activity subject to special authorization (e.g. financial);
• company structure:
  • directors (they can be of any nationality and residence, but each of them must obtain a tax identification number, and non-EU legal entities must have a resident tax representative);
  • shareholders (each of them must register with the tax office, and the shareholders that are non-EU legal entities must appoint a resident tax representative);
• share capital and distribution of shares between members (min. EUR 1 for each member);
• activity and geography of business.

2. Paying fees for services.

3. It is necessary to provide documents for the directors / members / attorneys (originals or notarized copies):

• passport;
• proof of address.

4. Preparing a set of documents for company registration, having the documents signed by the directors and members.

The main document that reflects the structure of the future company, as well as how the company is going to be managed and make decisions is the Articles of Association.

This stage also includes the signing of Due Diligence documents: service contract, questionnaire, and AML declaration.

5. Business registration.

Portugal has two methods of business registration:

a) Via the Empresa na Hora: This service enables to register a company in one hour at a single place. All procedures can be carried out at one of Empresa na Hora desks located throughout the country, provided that all the necessary documents are available.

To register for tax purposes, a Declaration of Commencement of Activity can also be submitted to the Service’s help desk.

b) Company registration online (Empresa Online): This service allows registering a company online in 1 to 2 days. Registration is carried out via the business portal. The cost of online company registration is EUR 360 if the company is registered without pre-approved memorandum and articles of association, or EUR 220 if it is registered with pre-approved memorandum and articles.

The overall time to register a company in Portugal is 2 – 3 weeks, on average.

Documents in a language other than Portuguese must be accompanied by a notarized Portuguese translation (the apostille must be translated as well).

The cost of document translation, notarization, legalization and apostille is payable separately.

All Portuguese companies must have a registered office (legal address) in Portugal, to which the authorities can send official letters and claims, and which they can visit for tax audits. All financial and fiscal documents, registers and other company papers must be kept at the registered office. They may also be kept electronically.

Portuguese companies must have a business bank account to manage transactions with the state, pay salaries and expense, etc. In order to open an account, it is necessary:

• to state where the funds will come from (individual / legal entity, bank);
• to provide full information on the source of funds, description of the activity, regions, and the main contracts explaining the nature of the incoming funds.

If necessary, an apostilled set of documents with English translation can be prepared. Apostille, notarization or another certification is not required to open an account with a local bank.

In addition, the new Portuguese company is required:

• to submit its beneficial ownership information to the Central Registry of the Effective Beneficiary (RCBE)* within 30 days of the company’s business registration;
• to submit a Declaration of Commencement of Activity as soon as it commences business – for tax purposes; this declaration can be submitted either online or in person at the Tax Office (if submitted in person, the declaration form must be signed by a Chartered Accountant);
• to register the company and its employees with the Portuguese Social Security within 10 days of the Declaration of Commencement of Activity date.

*After the initial submission to the RCBE, all entities are obliged to update the submitted information within 30 days of any change in it. They are also required to annually confirm the information contained in the register (by 15 July each year).

A Portuguese company must keep accounting records. Financial statements are submitted to the Tax Office annually. An audit in a Portuguese company is only required if it exceeds two of the three thresholds in two consecutive reporting periods:

• income exceeds EUR 3 000 000;
• net assets exceed EUR 1 500 000;
• number of employees exceeds 50 people per year.

Corporate income tax is levied at a rate of 21%. There is also municipal surcharge (1.5%) and state surcharge added to this rate. The latter is levied at a progressive rate:

VAT is an indirect sales tax levied on the supply of goods and services in Portugal. VAT is also levied on imports of goods from non-EU countries into Portugal, international services in Portugal and purchase of goods from other EU member states. The standard VAT rate is 23%, the average rate is 13% and the reduced rate is 6%.

[1] The fees are valid as of October 2024.