Set up a Company in Portugal

Portugal is a country located on the Iberian Peninsula, in south-western Europe. It is the westernmost sovereign state in mainland Europe, bordered to the west and south by the Atlantic Ocean and to the north and east by Spain, the sole country to have a land border with Portugal. Portugal’s territory also includes the Atlantic archipelagos of the Azores and Madeira, both autonomous regions with their own regional governments. The official and national language is Portuguese. Lisbon is the capital and largest city.

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.

How to open a Portuguese company to run your business in Portugal and across the European Union? The procedure is quite simple. Even better, you can get it all arranged for you remotely and effortlessly if you request our experts’ professional assistance. Start with a reasonable fee as little as 3200 EUR. You don’t even have to travel to Portugal

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 1. private limited company (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 2. incorporate a public company (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.

What is a limited partnership in Portugal?

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

What is a general partnership in Portugal?

A general partnership (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.

Choose set-up method

There are three methods of setting up a company in Portugal. Two simplified ways (online and on-the-spot) and the traditional method.

Setting up online (Empresa Online) – this allows certain types of Portuguese businesses to be set up and registered over the internet with 1-2 days for a cost of €360. An electronic certificate is necessary.
Setting up on-the-spot (Empresa de Hora) – sole traders and limited companies can be created in an hour for €360 via this government scheme. All partners should be present along with all necessary documentation and any legal representatives.

Step by step Online set-up

The special regime on the online set-up of companies has been approved by Decree-Law no. 125/2006, of June 29th, and allows the setting up of a company through the internet.

The registration is performed immediately (in case the company adopts a version of articles of association pre-approved by the National Register of Legal Entities) or within a maximum term of 2 business days (in case the shareholders agree on a different version of the articles of association which is submitted by one of the applicants). Administrative fees are reduced by 40%.

Access to the Online Set-up service requires a personal computer with an internet connection and digital certification resources (these latter are available in Portuguese citizen cards).

Firstly, the applicant’s digital certificate shall be authenticated in the "Portal da Empresa" website. In case the respective digital certificate is being authenticated for the first time, the applicant will have access to the information made available by the digital certificate (name, e-mail address, physical address and taxpayer number) and is allowed to update the contact details.

1st Step: Choice of the company’s name

There are two options to choose the name of the company:

Choice and reservation of a name from the list of names available online (list of names proposed by the National Register of Legal Entities, which already have a Company Identification Number, that shall also correspond to its taxpayer number ("NIPC") and a Social Security number, to be issued upon incorporation);

Choice of name through prior filing for a name approval certificate previously obtained with the National Register of Legal Entities (case where the applicant shall insert the company identification number in the system). The name approval certificate is valid for 3 months as of issuing or renewal.

2nd Step: Information on the company

The applicant must select either a pre-approved template of the articles of association or a customized document prepared by the shareholders.The following information should be filled in:

a) Company:

In case the company’s name is selected from the list of names, reference to the scope of activity that shall be added to the company’s name (optional);

Type of company;
Registered offices;
Scope of activities;
Economic Code of Activity;
Share capital; and
IBAN (optional) for possible reimbursement by wire transfer.

Without prejudice of the above, and in case the applicant has chosen pre-approved articles of association, the following information shall be added:

how share capital will be paid-up;
in case of a Private Liability Company by shares, face value of the shares; and
binding rule.

Whenever applicable, administrative licenses may also be required for conclusion of the incorporation procedures.

b) Participants:

Shareholders:

Information on individual shareholder - name, gender, taxpayer number, marital status (and in case of being married, marital regime and name of spouse), city of birth, nationality, address, telephone contact and e-mail address;
Information on shareholder(s) who are legal entities – corporate name, registered offices and company identification number; and
Face value of quota (Private Limited Liability Companies by quotas) or number of shares (Private Limited Liability Companies by shares) to be held.

In case of the use of customized articles of association the name, Portuguese taxpayer number and e-mail of the shareholder shall be included in the forum (optional). This identification allows the shareholders to have access to the draft of the articles of association on-line for discussion purposes.

Management and Audit:

In case of Private Limited Liability Companies by shares, identification of Effective Auditor, Substitute Auditor and director(s) (full name, address and Portuguese taxpayer number); or
In case of Private Limited Liability Companies by quotas, identification of at least one director (full name, address and Portuguese taxpayer number).

Chartered Accountant ("TOC") – three options:

Appoint a TOC by inserting the respective data (association member number, name, taxpayer number, professional address, telephone contact and e-mail address);
Select a TOC from the list made available by the Association of Certified Accountants (Ordem dos Contabilistas Certificados); or
Not to appoint a TOC and file the commencement of activity statement within 15 days.

3rd Step: Adhesion to an Arbitration Centre

After inserting the company’s information, the applicant shall inform whether he/she accepts to adhere to an arbitration center. The undertaking is simple, voluntary and has no cost: the applicant shall fulfill the form Adesão Plena e Imediata at the time of the Online Set-Up. By this undertaking, the company accepts to submit to such center exclusive jurisdiction in relation to any conflicts that may arise within the attributions of the center.

Companies that adopt Economic Codes of Activity related to the sale and purchase of vehicles or provision of services related to vehicles are only allowed to adhere to the Automobile Arbitration Centre.

4th Step: Validation of the articles of association

After inserting the information on the company and participants, the applicant may proceed with the validation of the articles of association.

For pre-approved articles, the applicants are only allowed to review the document for the identification and amendment of errors or inaccuracies resulting from the data insertion. This is performed in a private forum with limited access to shareholders whose e-mail address has been provided in the 2nd Step.

When the articles are prepared by the applicant, these shall be uploaded so that the same are available to the shareholders in the private forum.

Afterward, by receiving a notice from the shareholders, the applicant may proceed with any necessary amendments by accessing the process in the Company Electronic File. When this process is concluded, the application shall automatically generate a social security number.

5th Step: Signature and submission of documents

After validating the articles of association, the applicant shall proceed with the following steps:

Print and signature of the following documents:
Articles of Association;
Form of Adhesion to the Arbitration Centre (if applicable); and
Form for signature certification.

Upload of the aforementioned signed documents as well as of:

Relevant powers of attorney (if applicable);
Commercial registry certificate (if applicable);
Minutes of resolutions (if applicable);
Articles of association of shareholders (if applicable);
Statement of acceptance issued by Effective Auditor (if applicable);
Statement of acceptance issued by Substitute Auditor (if applicable);
Administrative authorizations (if applicable); and
Any other relevant document.

The online submission of documents replaces the requirement of sending physical documents by mail. The submitted documents shall be kept until receipt of confirmation of the company’s incorporation.

6th Step: Payment

The costs of the incorporation:

€180 (pre-approved model of articles of association); or
€380 (articles prepared by applicant and agreed between the participants)

For companies with scopes of activity related to technology and investigation the cost is reduced to €120 or €320, respectively.

In case a trademark is associated to the company, an additional amount of €100 shall also be paid (plus €44 per each additional class of trademark).

7th Step: Non-conformities

In case of errors being detected during the registration process, the applicant receives an e-mail requesting the respective rectification which shall occur within 5 working days. If not settled within the time limit, the status of incorporation will be "deadline for error resolution expired". In these cases, registration remains provisional or is refused.

This error rectification is made through log in at the "Portal da Empresa" and, once it is complete, the process must be re-submitted for final registration.

If the errors are related with the payment, the applicant will have to go to the National Register of Legal Entities to rectify the situation.

8th Step: Next Steps

After submitting the application for incorporation of the Company Online, the information is validated by the services. Then the following steps will occur:

E-mail notice to the applicant acknowledging the receipt of the request by the competent services;
E-mail notice to the applicant confirming the incorporation process;
Documentation sent by regular mail to the company’s headquarters: commercial registry certificate, company’s card and payment receipts;
Publication of the company’s registration on-line at the website of the Ministry of Justice;
Notice to the tax authorities: the information of the TOC (if appointed or assigned) is also made available so that he/she may submit the declaration of commencement of activity;
Submission of the information on the company’s incorporation with the Social Security services;
Submission of the information to the Office for Legal Policy and Planning: information related to the registration of companies' business (e.g., incorporation, change of headquarters or changes to the corporate bodies), to the National Institute of Statistics, for statistical purposes; and
After incorporation, the Foundation for National Scientific Computing issues a user ID and password that will allow the management of the Internet domain for the company’s website and corporate e-mail addresses.

Traditional Set Up
Steps	Actions	Relevant Entity	Cost
1. Name approval certificate	Request of a valid name for the new company.	National Registry of Corporations.	€75
2. Share capital	Deposit of share capital and/or report on the contributions in kind (if applicable).	Bank. Independent Auditor (if applicable).	(depends on the type of the company)
3. Incorporation document	Execution of private document incorporating the company.	N/A	N/A
4. Commercial registration	File for registration of the company.	Commercial Registry Office.	€360 (incorporation) €87,5 (appointment of corporate bodies in case the respective registration is submitted simultaneously with the registration of the incorporation)
5.Commencement of Activity – Tax	Filing of a commencement of activity statement tax purposes.	Tax Authorities	N/A
6.Commencement of Activity – Social Security	Filing of a commencement of activity statement for social security purposes.	Social Security Authorities	N/A
7. Minutes’ books	Open books to draw-up shareholders’ and corporate bodies resolutions.	N/A	N/A

Frequently asked questions

1. Who can open companies in Portugal?

Local and foreign entrepreneurs over 18 years of age and with sufficient funds to comply with the minimum share capital for a company can start and register a business in Portugal. With support offered by our consultants, you can easily incorporate your company in Portugal.

2. What types of companies can I open in Portugal?

Private and public limited liability companies, limited and general partnerships, joint stock companies or sole proprietorships are the most important business structures that can be established in Portugal.

3. What is the favorite business form in Portugal?

The Portuguese LDA or the limited liability company is the most common business structure which is chosen by most of the investors from overseas looking to benefit from a well-known structure on an international scale.

4. How can I register an LDA in Portugal?

The incorporation of an LDA in Portugal starts at the Commercial Registry in Portugal and the local offices. If the Articles of Association which comprise complete information about the owners and the future activities are submitted to the Commercial Registry, then the incorporation process has started.

5. What is the minimum share capital for an LDA in Portugal?

Opening an LDA in Portugal requires a minimum share capital of EUR 5,000 deposited in a Portuguese bank account. If you need assistance in drafting the documents for your business in Portugal and for opening a bank account, please address your inquiries to our team of consultants.

6. Can I establish a subsidiary or a branch in Portugal?

Yes, foreign companies can easily open a branch or a subsidiary in Portugal, in respect to the applicable legislation. We mention that investors from abroad have the same business rights as the domestic entrepreneurs, as there is a permissive legislation related to foreign investments.

7. Can I receive accounting services for my company in Portugal?

Yes, foreign investors can ask for accounting services in Portugal and benefit from an experienced team in charge of payroll, bookkeeping, annual financial statements, tax management and many more.

8. How fast can I open a company in Portugal?

Because the incorporation procedure is not time-consuming, and the requirements are less bureaucratic, international investors can easily set up their companies and commence the activities.