Want to set up a firm in Madeira? We can assist you in starting a business or in buying a shelf company in Madeira with a full package of necessary documents, legal advice and follow-up support. Incorporation of a firm in Madeira includes provision of a registered office (for at least 1 year in any of our service plans), an apostilled set of constitutional documents, secretarial services and assistance with compliance fee and pre-approval for opening an account in banks of Portugal. The total price of company formation in Madeira includes all necessary fees and charges for the first year of operation, as well as full one-year nominee service (package Optimum).
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:
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:
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:
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:
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:
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:
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:
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:
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:
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:
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:
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.
Price12 280 USD
including incorporation tax, state registry fee, including Compliance fee
Stamp Duty and Commercial Registry incorporation fee
Price2 190 USD
including registered address and registered agent, NOT including Compliance fee
DHL or TNT, at cost of a Courier Service
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Priceот 3 610 USD
Paid-up “nominee director” set includes the following documents
Priceот 1 290 USD
Paid-up “nominee shareholder” set includes the following documents
Compliance fee is payable in the cases of: renewal of a company, liquidation of a company, transfer out of a company, issue of a power of attorney to a new attorney, change of director / shareholder / BO (except the change to a nominee director / shareholder)
simple company structure with only 1 physical person
additional compliance fee for legal entity in structure under GSL administration (per 1 entity)
additional compliance fee for legal entity in structure NOT under GSL administration (per 1 entity)