Company Registration in Madeira - Business Starting & Setup

Madeira is a free economic zone, with a steadily growing economy. Until recently it was one of the jurisdictions with numerous tax incentives. The preferential regime in Madeira works only for companies registered before December 31, 2023.

The island is currently the second richest region in Portugal after Lisbon. GDP per capita in Madeira is 104% of the European average.

GDP growth is largely driven by: services; the industrial sector (the largest being food and beverage); construction; and tourism.

The Madeira (Portuguese) legal system is a civil law or continental legal system, based on Roman law. Portuguese law is mainly influenced by French law. EU law is now a major driving force in many respects, such as corporate law, administrative law and civil procedure.

Basic corporate Law of Madeira (Portugal) is found in the Commercial Code (1888, as amended).

Under Portuguese legislation, the following types of commercial entities may be established in Madeira to carry on business:

• Sole Proprietor (Empresário em Nome Individual);
• Individual Limited Liability Establishment (Estabelecimento Individual de Responsabilidade Limitada);
• Partnership Company (Sociedade em Nome Coletivo);
• Limited Partnership Company (Sociedades em Comandita);
• Cooperative;
• Limited Liability Company (Sociedade por Quotas);
• Public Limited Company (Sociedade Anônima);
• Branch of a Foreign Entity.

The most common type is Limited Labiality Company (Lda.).

The usual company name format in Portugal is “Name – Business Activity, Extension”.

A name that is similar to or identical to an existing company. A name that in the opinion of the Registrar may be considered undesirable or offensive. A name that may imply an illegal activity. A name that may imply government patronage.

All Madeira companies must include words to describe clearly the objects of the company, e.g. consulting, marketing and trading.

As regards the extension, a quota company must end its name with Lda. If the quota company has a single quota holder, then the name must end with “Unipessoal, Lda”.

Legislation was passed in September 1995 allowing the approval of foreign names for companies operating within the Madeira Free Trade Zone.

Company names which contain the following words and their equivalent require special consent or license:

• bank, building society, savings, loans, insurance, assurance, reinsurance, fund management, asset management, investment fund or any name that may imply an activity associated with the banking and insurance industries.

Registration procedure of a company in Madeira includes the following steps:

1. Name approval: A name approval certificate and a provisional identification card must be requested from the National Company Registrar (RNPC – Registo Nacional de Pessoas Colectivas). This request may also be made through the internet. The certificate will be valid for 180 days for registration purposes and for one year after the company incorporation.

2. Company incorporation: Formation and registration of IBC companies must be requested to the Private Deeds Registry Office. The following documentation must be submitted to the notarial office upon the request:

• company name approval certificate;
• provisional company identification card;
• copy of the identification documents of the applicants: single person - identification and fiscal cards, collective person - certificate of the conservatory of the commercial registry, company identification card, initial public deed, identification and fiscal number of the company’s legal representative;
• report from the Official Account Auditor for capital shares entrances in goods;
• license and Authorization from the Regional Secretary for Planning and Finance.

3. IBC companies are exempt from fees and notarial costs.

4. Declaration of beginning of activity: Companies must declare the beginning of activity at the local tax dependency. The following documentation must be submitted together with the declaration:

• specific form, available at the tax office, in triplicate and duly certified, with information regarding the official accountant responsible for the company’s books of accounts;
• provisional company identification card;
• copy of the public deed;
• copy of identification and fiscal cards of the shareholders and official accountants.

Companies must submit the declaration before the beginning of the activity or within 90 days to the RNPC registration (date of issue of the provisional card).

5. Commercial and RNPC registration, publication at the Official Journal (JORAM): To be submitted to the private conservatory of the commercial registry, until 90 days from the public deed, through the following documentation:

• company’s incorporation public deed;
• company name approval certificate;
• beginning of activity declaration.

The official publication will be at JORAM, the Official Journal of the Autonomous Region of Madeira. Companies may also request the publication at a local newspaper.

6. Social Security Registration: Companies must proceed with the registration at the Regional Social Security Centre within 30 days of the beginning of activity. The following documents must be presented:

• tax payer’s identification card;
• company’s incorporation public deed;
• company’s identification card;
• record of proceedings of the election of the members of the board and forms of income;
• copy of the fiscal card of the members of the board;
• fiscal document of beginning of activity.

The procedures for the incorporation of a Madeira company are the same, except that, to be established in the Madeira Free Zone it is required to get a license that can take 1 week to be issued, and electronic registration is not applicable in Madeira.

Business activities may be conducted in the following fields:

• International services: Trading, consulting, technical and professional services, holding companies, telecommunications, e-commerce and other international services.
• Industrial Free Trade Zone: Industrial and warehousing activities in Madeira, provided they do not pose a risk to health and public order.
• International Ship Register (MAR): Shipping activities, registration of vessels, commercial and pleasure yachts.

Thanks to the advantages offered by the IBC, Madeira currently hosts a broad range of international companies, operating in diversified sectors, such as petroleum, pharmaceuticals, information technology, shipping and many others.

The International Business Centre of Madeira offers a special tax regime fully integrated within Portuguese and EU legislation:

1. All activities undertaken within the IBC are subject to the same regulations and supervision applicable at national level.
2. The IBC is a State aid programme, which has been approved by the EU and is subject to all its treaties and legislation.
3. All principles of the EU Treaty apply to Madeira companies and their investors, allowing IBC operators to have unrestricted access to the internal European market without discrimination.
4. The EU VAT system is fully applicable.
5. Being part of the Eurozone, operations carried out within the scope of the IBC benefit from low operating costs, free movement of capital and elimination of foreign exchange risk.

A Madeira company cannot undertake any business that is not specified in its constitution. A Madeira Company cannot undertake the business of Banking, Insurance, Assurance, Reinsurance, Fund Management and Asset Management (other than its own assets) and certain other activities without prior consent and licensing including:

• Road Transport of Goods;
• Travel and Tourism Agencies;
• Real Estate Agents;
• Motor Vehicles for Hire Industry;
• Temporary Work Companies;
• Private Security;
• Nursery Schools;
• Vocational Training Schools;
• Driving Instruction Schools;
• Nursing Activities;
• Catering and Drinks Establishments;
• Veterinary Clinics Kindergartens;
• Day Centres;
• Home Support Services;
• Free-time Activity Centres;
• Homes for Children / the Disabled / the Elderly;
• Management of Sports Facilities.

All businesses in Madeira are required to have a registered office. Post office boxes are not permitted. If the registered office is not indicated in the memorandum of association the same may be rendered null and void. The company may only possess one registered office, notwithstanding the fact that private domiciles may be indicated for certain business areas. Unless otherwise stated in the memorandum of association, management may relocate the company’s registered office within national territory.

VAT number; Name (certificate of admissibility); Directors information (copy of the identification document); Share capital (proof of the deposit of the share capital), Shareholders information (fiscal number and address) must be kept at the registered office of the business.

Under Portuguese law, a company is not required to have a corporate seal. The standard practice is to have a rubber stamp, but even this is becoming less common.

All transactions of companies in Madeira must be duly reported in one or more bank accounts exclusively assigned to the associated business activity. All transactions relating to capital contributions, loans or advance payments from shareholders must be made through such accounts. Other transactions from or to companies must also be made through these accounts.

Payment of invoices or similar documents greater than EUR 1 000 must be carried out by using payment methods that allow the recipient to be identified, namely by current account cheque or bank transfer.

Portuguese banks will always request a copy of the supporting documents for any transaction above EUR 12 500.

Portuguese legislation provides for redomiciliation of companies from and to Madeira as long as the law of said country allows such re-domiciliation. It is possible to transfer the head office of foreign companies to Madeira and vice-versa, even from and to tax havens. The taxation applicable to the redomiciliation to another EU or EEA Member State of a company residing in Portugal can be deferred, subject to certain conditions applied, identical to those that would normally be agreed, accepted and applied between independent entities in like-for-like operations.

To transfer to another country, the shareholders decision must be taken by at least 75% of the votes corresponding to the share capital.

To transfer to Portugal, the company must adapt its articles of association in order to comply with the Portuguese law. In order to re-domicile a company to Madeira, the following documents are requested:

1. Certified copy of the respective country’s law that foresees the possibility of re-domiciling companies.
2. Certified copy of the articles of association of the company.
3. Certified copy of the certificate of registration of the company.
4. Certified copy of the resolution of the shareholders of the company with the following decisions:

• to change its head-office to Madeira;
• to approve the new articles of association adapted to Portuguese law;
• to appoint the director(s).

All these documents should be legalized with the apostil of the Hague Convention.

Before preparing all these documents it is recommended that a first enquiry / pre-application is made in advance to the Portuguese authorities regarding the name approval of the company to be re-domiciled. Should the name not be approved in Portugal, then the above mentioned resolution must also mention that the company will adopt another name in Portugal.

Steps needed in order to complete the re-domiciliation:

• to request the approval of the name and object of the company;
• to apply for the licence for the company to operate within the scope of the International Business Centre of Madeira;
• to register the company.

In Portuguese companies at least one director is required. There are no legal restrictions on the nationality or place of residence of Portuguese company directors. But please note that each of them has to have or obtain a Portuguese taxpayer identification number and that non-EU / EEA entities must have a resident tax representative.

Corporate directors are permitted, but in this case an individual representative of the corporate director must be appointed and registered with the registry office.

It should be noted that under Portuguese law a company director can be personally jointly liable with the company in connection with any company's unpaid taxes and social security contributions that originated or became due during his/her term as a director. For this reason, the availability of nominee directors is very scarce, those available are relatively highly paid and as a rule will not issue general powers of attorney - only specific ones.

There are no requirements to meeting of Board of directors.

Names of directors do appear in public records.

For Madeira limited companies, secretary is optional.

A Madeira limited company must have at least 2 shareholders or just one shareholder if a company with one shareholder is incorporated. There are no legal restrictions on the nationality or place of residence of the shareholders of a Portuguese company and they may be either individuals or corporate bodies. But please note that each of them has to have or obtain a Portuguese taxpayer identification number and that non-EU / EEA entities must have a resident tax representative.

Names of shareholders of Lda do appear on public records.

Shareholders must hold General Assembly annually to approve the annual financial statements within 3 months from the close of the fiscal year to which it relates. General Assembly should take place at the registered office in Madeira.

In November 2017, Portugal enacted the Law establishing a central registry of beneficial owners of companies. This legislation also applies to Madeira foundations and trusts.

The submission of information on beneficial owners to the Registry is done online. The information must be reliable, allowing the identification of the ultimate beneficiary (name, date of birth, residence address), and must reflect the nature and extent of his interest in the legal entity. In addition, the date on which the individual became the beneficiary shall be indicated.

A person who has provided false information will be subject to criminal and civil liability.

Since January 2011, there is no minimum capital required for Limited Liability Companies in Portugal. Partners must define a certain amount which is represented by “quotas” (shares), each one with a minimum value of EUR 2.00 and may assume different values. In the case of unipersonal company minimum value is EUR 1.00.

Shares in a private company are usually transferred by a written agreement duly registered at the appropriate Registry Office.

Bearer shares and shares with no par value are not allowed.