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Company Formation Portugal

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Set up a Company in Portugal

Updated on Thursday 23rd September 2021

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.
 
Lexidy Law Boutique SLP provides a wide range of legal services, based on the support of a professional and experienced team of attorneys who speak English and German. Lexidy Law Boutique SLP was founded by Federico Richardson Alborna, an English-speaking lawyer in Spain registered at the Bar Association with the number 40.082.
 

Our affiliations

 
Lexidy Law Boutique SLP is part of the Camara de Comercio Hispano – Sueca de Barcelona (Sweden - Spain Chamber of Commerce in Barcelona), Il Lustre Col-Legi de L’advocaia de Barcelona (Barcelona Bar Association), the International Bar Association and Deutsch-Spanische Juristenvereinigung eV Hispano-German Association of Jurists (German-Spanish Association of Lawyers), prestigious institutions of high importance.
 
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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:
 

 

 

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).
 

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.
 

What is an EIRL in Portugal?

 
Another form of business established with no requirements for share capital is the company with a single shareholder (EIRL). The founder of such company is liable with his personal assets for the entity’s debts.
 

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:
 
  • 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.
 

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.
 
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 business. 
 
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.
 

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.
 

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.
 
 

Shelf companies in Portugal

 
If you would like to skip the formalities of opening a company from scratch, the best option in this matter is to purchase a shelf company. Also known as a ready-made company, this is an already registered firm which is kept on a shelf until it ages and until someone is interested in it. Having no financial activities and therefore no liabilities, a shelf company in Portugal can easily access loans from the local banks. It is good to know that a ready-made company in Portugal can activate on the market as soon as the ownership transfer is made. Let us remind you that you can rely on our team for company formation procedures, including the ones for a shelf company in Portugal.
 

Virtual office services

 
Entrepreneurs from abroad who are interested in marketing activities before opening a company in Portugal should know that they can benefit from virtual office packages. Such services involve a prestigious office in Lisbon or in any large city in Portugal, mail collection and forwarding in respect to the clients’ needs, a local phone number plus fax and voice message services on request. Extra usage of meeting rooms and bank statements collection can be provided at the time you are interested in virtual office services in Portugal. You may talk to our consultants for additional information in this matter
 

Can I establish a branch in Portugal?

 
Yes, companies from abroad can rapidly establish a branch in Portugal which can run under the rules of a limited liability company or LDA as it is known. Opening a branch in Portugal comes with a series of requirements like drafting the parent company’s documents, the statements of profits and losses, balance sheets and any other papers requested by the Portuguese Trade Register. Branches in Portugal can benefit from the double taxation treaties signed with countries worldwide if proof that the taxes have been paid in the parent company's country of residence is offered to the authorities.
 

Can I establish a subsidiary in Portugal?

 
Yes, foreign enterprises can set up subsidiaries in Portugal. Just like in the case of branches, these can be formed as limited liability companies and a minimum share capital of EUR 5,000 for a private entity or EUR 50,000 for a public LLC. The foundation of deeds and the Articles of Association are the important documents of a subsidiary in Portugal. We remind that a subsidiary is an independent entity that has to register for tax purposes in Portugal. Our team can also handle such type of business registration.
 

Information found in the Commercial Registry of Portugal


Since the Portuguese Trade Register also records information about companies, there are certain acts or documents that these corporations must also register aside from the articles of association. Our lawyers in Portugal have noted down the information you must provide:

 

  • - when the law requires, the decision to purchase goods by the company must be registered;
  • - appointments and dismissals of members of the board of directors;
  • - merger or division plan;
  • - issuance of stock warrants;
  • - dismissals and exclusions of shareholders;
  • - changes in the articles of association.
Once the company incorporation is made, the VAT registration is needed. One of our lawyers in Portugal can give full support in this matter and can also help you obtain the EORI number. Here is an infographic about how to register a company in Portugal:
 

Company modifications need to be announced

 
If your company suffers modifications like changing the company structure or replacing the board of managers, for example, you should notify the Portuguese Trade Register right away. The same institution is in charge of mergers and acquisitions, modification of contractual clauses, share capital changes, company restructuring, company dissolution, and many more.
 

Can I make a name verification with the Portuguese Trade Register?

 
Yes, the first thing to consider when starting a business in Portugal is to make a name verification and see if you can legally register your future company. The Trade Register in Portugal handles the company name verifications by providing online access to those interested in this kind of service. We advise foreign investors to pay attention to the name verification for companies in Portugal and skip any possible infringements in terms of intellectual property and many more. Feel free to talk to our lawyers in Portugal about this aspect.
 
 

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. Can I buy a shelf company in Portugal?

 
Yes, you can decide on purchasing a shelf company in Portugal which is a ready-made company that can be activated on the market as soon as the ownership transfer is completed. A shelf company has no financial activities and therefore no liabilities.
 

9. Do I need special licenses and permits for my business?

 
Yes, for specific activities like gambling or financial services, the entrepreneurs need to apply for different licenses and permits. It is recommended to ask us about the requirements in this sense, as we can provide complete support and information.
 

10. 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.
 

Economy overview in Portugal

 
Portugal’s economy is mainly based on agriculture, tourism, and trade. As a matter of fact, Portugal is an important partner in international trading. Besides, Portugal is well-known for its production of cork, oak and olive oil. Incentives are offered for foreign company formation in Portugal, such as the development of renewable energies, specifically solar energy. Moreover, foreign investors willing to set up a company in Portugal can ask for help from the Agency for Investments and External Commerce in Portugal in order to find out more about the company formation in Portugal. In 2016, the Bank of Portugal registered a sum of EUR 1,4 billion from foreign investments in Portugal. The main investors in Portugal are Germany, UK, Spain, France, and the Netherlands.
 
For more details related to company incorporation in Portugal, get in touch with our local specialists. If you are interested in company formation services in other countries, like BelgiumHong Kong or Philippines, please don't hesitate to contact our partners. 

 

Meet us in Lisbon

Call us now at +351 21 020 0969  to set up an appointment with our lawyers in Lisbon, Portugal. Alternatively you can incorporate your company without traveling to Portugal. As our client, you will beneficiate from the joint expertize of local lawyers and international consultants. Furthermore we offer you the following:

- cost-efficiency: competitive company formation prices;

- prompt response to your inquiry (maxim 24 hours);

- free and complete legal information featured on our site, at your disposal.

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The team from CompanyFormationPortugal.com is very qualified and benefits from extensive expertise in this area. I would definitely recommend them to any entrepreneur decided to start his own business here.

Mihai Cuc, Partner of
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www.romanianlawoffice.com

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