Company formation in Portugal

 

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 Company formation in Portugal requires completing some actions before the company is ready to begin its activity. It is necessary for the owner of a newly registered company in Portugal to draft the articles of association and all other documents, such as passport copies, specimen signatures, and special forms. Some public notary procedures must also be taken care of, as well as finding a registered office for company registration in Portugal. An accountant and a bank account are mandatory for company formation in Portugal. For a better understanding of the requirements in this sense, we mention that our team of company formation agents in Portugal is at your disposal with complete information and assistance.

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What types of business entities can you open in Portugal?

 
In order to incorporate a small or medium business with a reduced amount of capital and a liability limited by the contribution to the capital, the investors are advised to form a private limited company (sociedade por quotas - LDA) in Portugal. The LDA must be established by at least two founders with a minimum share capital of EUR 5,000. All the shareholders must bring a contribution to the capital and their liability is limited to that contribution. The management is assured by a director appointed by the general meeting of the shareholders, the supreme authority in the Portuguese LDA.
 
If the founders have a high amount of capital, they can incorporate a public company (sociedade anónima - SA) which is a form of a large company created by investors who provide a minimum share capital of EUR 50,000. At least five shareholders are necessary to incorporate this type of business and their liability is limited to their contribution to the capital. In this type of Portuguese business, the management is assured by a board of directors which is monitored by a supervisory board, both invested by the general meeting of the shareholders.
 
We invite you to watch a short video about company incorporation in Portugal:

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What is a limited partnership in Portugal?

 
The limited partnership (sociedade em comandita - SC) is formed by minimum two partners, at least one must be general and has full liability for the company’s obligations (socios comanditarias), while the other one will have limited liability and must deliver capital to the partnership (socios comanditados).
 

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What is a general partnership in Portugal?

 
A general partnership (sociedade em nome collectivo - SNC) also has two partners with full liabilities in the firm. They are equally responsible for making decisions in the name of the entity and can manage the company. No minimum share capital is necessary for this type of business.

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Information comprised by the Articles of Association 

 
The Articles of Association are the company’s main documents needed for company formation in Portugal which contain complete information about:
 

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     • the name of the company you wish to set up in Portugal;
  • • the name of the shareholders, their nationality and the country of residence;
  • • the future activities of the newly-opened company in Portugal;
  • • the responsibilities and the rights of directors managing the company;
  • • the transferability of share and the assignment of the rights of shareholders;
  • • the voting rights in the company and details about the dissolution procedure.
 
We remind that our team of specialists in company incorporation in Portugal are at your disposal with complete assistance when drafting and submitting the Articles of Association for your business in Portugal.

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How can I open an LDA in Portugal?

 
Foreign investors who want to register a limited liability company in Portugal, known as LDA, the most popular business structure in Portugal, need to provide a minimum share capital of EUR 5,000 in a bank account opened in this country. Such type of business can be opened by at least one shareholder in Portugal, without the obligation of having a board of managers in the firm. We remind that a limited liability company in Portugal is created in respect to the Company Act in Portugal, and the Commercial Code. We are at your disposal with support when creating the documents of the firm and registering them with the entitled authorities

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Incorporation procedure in Portugal

 
It is mandatory that the name of the newly formed company in Portugal is checked at the National Registry of Collective Entities (Registro Nacional de Pessoas Colectivas, RNPC).  If the name is available, it can be reserved for a period of 48 hours if a fee is paid. Also, a pre-approved name can be elected from the RNPC database.
 

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 In order to obtain a certificate of registration, the founders of an entity must submit an application followed by the articles of association and the certificate of the name approval, but no later than 15 days from the incorporation. When receiving the above, the Portuguese authority will deliver the corporate tax number, the company's social security number and the declaration of commencement of business activities. The entity’s employees must be registered at the Centros de Formalidades das Empresas or at the Business Registry Offices 24 hours before they start their activity or 10 days at the latest after the declaration of starting the b

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 The Labor Inspectorate must also be notified regarding its existence by providing the newly formed business name and tax number, a copy of the published announcement regarding the company incorporation, the company's activities and the headquarter address. The registration for the employees' accident compensation insurance is performed online at a private insurer and cannot cover the individual which doesn’t receive a salary.

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Steps in opening a company in Portugal

 
Public and private limited liability companies can be easily set up in Portugal, following these steps:
 
 
1. Verify the business name and make a reservation with the Portuguese Trade Register.
2. Appoint a legal representative for your company in Portugal.
3. Draft the Articles of Association with information about the owners, business activities, etc.
4. Open a bank account for depositing the minimum share capital of EUR 5,000.
5. Apply for licenses and permits in accordance with the company’s activities.
6. Register for tax purposes and social contributions in Portugal.

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Company formation costs in Portugal

 
Here is information about the business start-up costs you need to consider in Portugal:
 
 
1. Registration fee: maximum EUR600 for a pre-approved business name, company documents, certificate, etc.
2. Virtual office costs:  around EUR 50 per month for a complete virtual office package.
3. Minimum share capital: EUR1 per share,  but we suggest at least EUR3.000 for opening an LDA in Portugal.
4. Company formation fee: from EUR1000 
5. Accounting costs: starting from EUR150 plus VAT per month for varied accounting services

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