A. COMPLIANCE FOR INCORPORATION
There are a number of corporate structures available in Portugal. Hereunder we have considered the steps and requirements for the incorporation of a limited liability company, which is the structure most commonly used.
There are two different types of limited liability companies in Portugal:
- the limited liability company by shares (SA); and
- the limited liability company by quotas (LdA).
There are three possible procedures to incorporate and register a Portuguese company:
- the conventional method;
- the «on-the spot firm» (“Empresa na Hora”); and
- the «online company incorporation» (“Empresa on-line”).
1. The conventional method
Anyone who wishes to incorporate a company in Portugal through the conventional method must follow a number of steps and requirements that are needed in order to ensure compliance with Portuguese law:
- Apply for the approval of the company’s proposed name with the National Registry for Corporate Entities [“Registo Nacional de Pessoas Colectivas” (RNPC)]. With the approval of the name, a provisional tax identification number is issued for the company;
- Request a Portuguese tax number for all non-Portuguese shareholders;
- Prepare and draft the company by-laws. For this purpose, the information that will be required includes, among others:
- company name,
- head office,
- corporate purpose,
- share capital, and
- shares/quotas nominal value;
- Select the company Corporate Bodies (Board of directors/ managers and auditor – if applicable). For this purpose, the following information regarding the company directors/managers will be required:
- full name,
- address, and
- Portuguese tax number;
- Open a bank account in the Company’s name and deposit cash contributions towards share capital. Please note that the minimum share capital for a limited liability company by shares is €50,000 and for a limited liability company by quotas €1 per quota/shareholder. In the latter case the share capital in cash can be deposited until the end of the first financial year. If the company capital is paid-up in kind, the relevant assets should be subject to prior evaluation and report by an external auditor;
- Formalize the company incorporation deed by signing a written document (documento particular)1; the shareholders’ signatures in the incorporation document must be certified in the presence of a lawyer, a notary or any other entity authorised for such effect;
- Request the registration of the company incorporation – once the private written document is executed – before the Commercial Registry Office.
2. «Empresa na Hora» and «Empresa on-line»
In the «Empresa na Hora» procedure (www.empresanahora.pt) the company is immediately incorporated and registered in one visit by the investor to a single registry office. In the procedure «Empresa on-line» the company is incorporated and registered by accessing the official Portuguese business website (www.portaldaempresa.pt) using a digital certification number.
If the shareholders decide to incorporate the company through any of these two procedures, they must:
- Choose a pre-approved company name which is a fantasy name created and reserved by the Portuguese authorities for the purpose of incorporating a company. The pre-approved company name can also be associated with a preregistered trademark. Reference to the company’s business activity may be added by the company founder to the pre-approved company name;
- If the shareholders decide not to use one of the pre-approved company names, it is possible in the procedure «Empresa online»
- to request the automatic approval of a company name composed from the names of the company’s founders (individuals), or
- to request the approval of a company name. In both «Empresa on-line» and «Empresa na Hora» it is also possible to present a certificate of approval of the company’s name previously obtained from RNPC;
- As far as the by-laws are concerned, the shareholders have to choose one of the pre-approved by-laws available (in «Empresa na Hora») or may choose to submit the by-laws drawn-up and signed by them with the signatures certified in the presence of a lawyer, a notary or by any other entity authorised for such effect or to adopt one of the pre-approved by-laws (on «Empresa on-line»);
- In these two procedures the share capital in cash shall be deposited within 5 days following the incorporation.
B. POST INCORPORATION REGISTRATIONS
- In the traditional method, the company must register its business activities before the tax authorities within ninety days from the tax identification number having been granted by the RNPC or fifteen days counting from the request of the company’s incorporation registration. The accountant [“Técnico Oficial de Contas” (TOC)] who shall henceforth be responsible for the company’s accounts must sign this tax registration request;
- The registration of the company and the inscription of the members of the corporate bodies with the social security operate ex officio, based on
information exchanged between the commercial registry office and the tax authorities. However, the company will have to provide social security information required to qualify the directors as being subject to (or, otherwise, excluded from) payments to the Portuguese social security;
- For the purpose of the «Empresa na Hora» and «Empresa on-line» procedures, the registrar communicates the incorporation to the competent authorities, in particular, to the tax authorities and to the social security.
1 The incorporation of a limited company does not require the execution of a public deed unless real estate assets are transferred to the company by way of capital contributions.