Company Registration in Portugal - Business Starting & Setup

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Service packages Legislation Tax System
Service packages
Express
Standard
Optimum
Company registration
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Legal address per year
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Secretarial services for the first year
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Fees and duties for the first year
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Apostilled bound set of incorporation documents
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Compliance fee
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Nominee service per year
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Bank Account Pre-approval
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Price
9 090 USD

18 425 USD

18 925 USD

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Core Services

— Incorporation

Price7 500 EUR

including incorporation tax, state registry fee, including Compliance fee

— Annual government fees

PriceIncluded

Stamp Duty and Companies Registry Office incorporation fee

— Corporate legal services

Price6 500 EUR

including registered address and registered agent, NOT including Compliance fee

—Delivery of documents by courier mail

Price150 EUR

DHL or TNT, at cost of a Courier Service

— Apostilled set of Statutory documents

Price500 EUR

Basic set of documents

Company Card / Cartao da Empresa

Certificate of Incorporation / Certidao Permanente

Articles of Association/ Contrato de Sociedade por Quotas

Compare Jurisdictions

    Local Director Services

    Pricefrom 4 900 EUR

    Manager Services

    Pricefrom 2 800 EUR

    Compliance fee

    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)

    Basic

    Price250 USD

    simple company structure with only 1 physical person

    For legal entity in structure under GSL administration

    Price50 USD

    additional compliance fee for legal entity in structure under GSL administration (per 1 entity)

    For legal entity in structure not under GSL administration

    Price100 USD

    additional compliance fee for legal entity in structure NOT under GSL administration (per 1 entity)

    For client with high risk Status

    Price350 USD

    Corporate Information

    Legal system

    The 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 Portugal is found in the Commercial Code (1888, as amended).

    Types of entity

    Under Portuguese legislation, the following types of commercial entities may be established in Portugal 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.).

    Registration

    Company name

    The usual company name format in Portugal is “Name – Business Activity, Extension”, but the business activity component is now optional and many newly incorporated companies are dropping it. 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”.

    In the event you do not have a preferred name, a "pre-approved name" will be adopted. This is a fantasy name from a list that is put together and regularly updated by the company registry office, from which anyone can choose a company name that will not be challenged for being confusable. Names on this list cannot be reserved and will be allocated on a first-come, first-served basis.

    If a specific name is to be adopted, you can either adopt the name(s) of the main shareholder(s) or a fantasy name of your choice. In the latter case you should provide at least 3 alternative names, as the registrar has to ensure that it shall be unique and not confusable with an existing company name. The name may be any name in any language, but it must in the Roman alphabet and must not be misleading, contain sensitive words, or suggest an activity subject to special authorization (e.g. financial).

    Registration

    There are two ways of starting a business in Portugal:

    1) "On the Spot Firm" (Empresa na Hora). This service enables to set up a company in less than an hour at a single contact point:, all the procedures are carried out in one place and as long as the partners have all of necessary documents, the company is set up immediately at one of the desks of the On the Spot Firm, available throughout the country, regardless of the location of the company’s headquarters. Registration procedure includes the following steps:

    • Choose a name from the list of pre-approved names available at the website On the Spot Firm, or check the list that is available at the On the Spot Firm’s desk. The name chosen will only be kept until you come to the desk and start the setting-up process.
    • Choose one of the pre-approved standard memorandum and articles of association packs, available at On the Spot Firm and in the portfolio of packs available at the desks.
    • Obtain a certificate of incorporation, the corporate identification card, the Social Security number, the deed, and a business registration certificate. For tax purposes, the declaration of commencement of activity can be submitted at the help desk, duly signed by the accountant. If this is not submitted right away, it must be done within 15 days of the incorporation.

    Incorporation under "Empresa na Hora" costs EUR 360.

    2) "Online company setting up” (Empresa Online). This service enables to set up a company through the Internet in 1 to 2 days. The access to the service On-Line Company (‘Empresa Online’) can be made through the Business Portal (www.portaldaempresa.pt).

    Incorporation under "Empresa na Hora" costs EUR 360 if not incorporated with pre-approved by-laws, or EUR 220 if incorporated with pre-approved by-laws.

    After incorporation the employers must register with the social security regional center. The employers shall communicate the admission of employees to the Portuguese Social Security services of the area of the employee's workplace, by any written means, or online at www.seg-social.pt, within (i) 24 hours preceding the employment agreement’s entry into force; or (ii) 24 hours following the beginning of the activity. The non-compliance with this obligation implies the assumption that the relevant employee started to work for the company on the 1st working day of the sixth month prior to the occurrence of the infringement. In case the relevant employee is receiving sickness or unemployment benefits there is also an assumption that the employ started to work for the company on the date in which those benefits were granted, whereby the company will be severally liable for returning the whole amounts unduly received by the employee by the Portuguese Social Security. Moreover, the non-compliance with the above mentioned obligation may result in a minor or a serious misdemeanor, depending on its compliance within 24 hours after the deadline or after that, corresponding to a fine from € 75 up to € 4,800.

    Local registered office

    All Portuguese businesses need a registered office where the authorities can send official letters and claims, as well as where control of the tax forms is executed. All financial and fiscal documents, registers, company papers etc. must be kept at the registered office of the business, but they may be kept in digital format.

    Seal

    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.

    Redomicile

    The redomiciliation of companies either to or from Portugal is permitted.

    Company Structure

    Directors

    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.

    Secretary

    For Portuguese limited companies, secretary is optional, but it is recommended in the event that the company does not have a Portugal resident director. The secretary is appointed by the general meeting of quota holders. The secretary is appointed for the same term as that of the officers that appointed him/her.

    The secretary must be an individual, must hold a “suitable academic degree” and, except in the case of companies belonging to the same group of companies, may not act as the secretary of more than 7 companies.

    Shareholders

    A Portuguese limited company must have at least 2 shareholders. 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 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.

    Beneficiary

    Information on beneficiary is not disclosed.

    Share capital and shares

    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 € 1.00 and may assume different values.

    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.

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