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Company Formation in Portugal

Entity Type: Public Companies by Shares (Sociedade Anónima), Private Limited Liability Company (Sociedade por Quotas) or Private Limited Liability Company with sole share holder (Sociedade Unipessoal por Quotas).


Name Details

Does the name of the company require approval by the Registry or other authorities?

Yes, the corporate name has to be approved by the Legal Entities National Registry.

How many prospective names will you require?

3-5 prospective names.

Are there any restrictions or limitations on words that can be used in company names?

Yes, for instance, the corporate name cannot be susceptible to confusion with other company names, trade-names, trademarks and other IP rights, and also individuals’ names and words that could be misleading about the entity type shall not be used.

Address Details

Does the company need to provide a registered address?

Yes.

Are there any limitations on the registered address (i.e. must be in-country, must not be a PO box)

Yes, must be in-country and with a PO box.

If the client has no physical location in-country, can they use your address for the purposes of registration?

Subject to approval of our board of directors.

Officer Details

How many Directors are required?

At least one in accordance with the Portuguese law. The AoA may require more than one Director.

Are any other officers required (i.e. Secretary)?

Not mandatory.

What personal details will you need for each officer?

Full name of the Director to be appointed, Residential address, Portuguese tax payer number (if nonresident in Portugal and with residence outside the EU, the Director shall appoint a Tax Representative before the Tax Authorities), copy of passport.

Is there a requirement for any in country resident directors?

No, but a Tax Representative will be required to satisfy the requirement for a Portuguese tax payer number (if nonresident in Portugal and with residence outside the EU).

Do you need proof of address or Identity for officers? If YES, in what format?

Yes.

Certified Passport copy to be sent to our law firm and a copy of an utility bill or similar document evidencing the residential address.

Shareholders

How many shareholders are required?

A minimum of five individuals or one company for Public Companies by Shares (Sociedade Anónima), two for Private Limited Liability Company (Sociedade por Quotas) and one for Private Limited Liability Company with sole share holder (Sociedade Unipessoal por Quotas).

Are there any restrictions on who can be a shareholder?

Having legal ability (for instance, being at least 18 years old) and not being subject to any limitation on exercise of rights determined by Court (e.g., following an insolvency procedure, a criminal conviction or a civil legal ability procedure).

What information will you require about shareholder?

If legal person, the information inserted in the extract of registration (including certified copy of extract of registration or certificate of incorporation, if foreign company) and the Portuguese legal entity no. given for foreign entities.

If individual, the information inserted in his/her passport, the marital status and marital assets regime, residential address and the Portuguese tax payer no. of the shareholder and wife/husband.

Will you require proof of address or ID from the shareholders?

If legal person, copies from the extract of registration.

If individual, passport copies and utility bills or similar document evidencing the residential address.

Share Capital

Will the company need to specify a maximum number of shares that can be issued?

No.

Is any stamp duty paid on the issued share capital? If YES, at what rate is this calculated.

No.

Other Details

Do you require any further information about the company or its office

N/A.

Timescale

How long will it take to complete incorporation

3 to 4 weeks, for online procedures.

Is there any way to expedite the incorporation for an extra fee?

Yes.

-The timescale for the corporate name approval can be shortened to 1 working day by paying an extra administrative fee to the Legal Entities National Registry.
-If all Company Directors already have PT tax payer numbers the procedure is faster.
-If company uses pre-determined articles of association, the procedure is faster.

Procedure

The corporate name has to be approved before the Legal Entities National Registry
3-5 prospective names will be required
Timescale: 5 working days (1 working day to be approved for urgent requests)

Draft the Articles of Association to start the process, and to buy Company Minutes books (books for the General Meetings and the meetings of the Board of Directors)

With regard to the Company Directors, we need their Residential addressed, Passport copies, Portuguese tax payer numbers.
Acting at the Registry office.
Timescale: 5 working days.

The company must have an accountant in Portugal, who shall submit a declaration of start of activities at the Portuguese tax authorities and the subsequent tax declarations.
Registration with the Social Security – irrespective of having or not employees. Communication to the Labor Ministry Services. Timescale: 5 working days.

Deposit of share capital, before date of incorporation of the company or after the incorporation, within 5 days after the incorporation or, for private limited liability companies, at the latest, at the end of the first fiscal year.


Latest version updated 3rd May 2018

Country Breakdown

7.32

Million

Population

Euro

Currency

$ 204.6

Billion

GDP

92,212

km2