Incorporation of Companies in Portugal
There are two ways of forming a commercial company in Portugal:
General regime
The formation of a company encompasses the following steps:
Step 1 - Approval of business name and issue of legal person´s card
The first step comprises having the prospective company´s name and object approved. A request is made through a specific form or via the internet, where three different names are proposed and presented in descending order of preference. The company´s object is also subject to approval. Check the name requirements and some examples of valid company objects.
Competent authority: National Registry of Legal Persons (RNPC)
- Standard form no. 11, in duplicate;
- Standard form no. 10;
- Proof of payment of the respective fees.
If accepted, the request is submitted:
- Business name admissibility certificate, valid for 90 days.
Average wait: 2 days for approval of a 1st application.
Step 2 - Signing the memorandum of association
A company is officially established when the memorandum of association is signed by all members and their representatives.
The signature of all members or their representatives must be legalised in situ.
Output:
- Memorandum of association.
Average wait: 0.5 days.
Legal status of the company before registration
Step 3 - Registering the company
The company only possesses legal personality after it has been registered. Thus, after signing a memorandum of association the company must be registered at the respective Registry of Companies. Request for registration can be made via the internet. The Registry of Companies will require the publication of the company´s articles of associaion.
Competente authority: Registry of Companies Office
Input:
- Official form;
- Declaration of commencement of trading;
- Legalised copy of the memorandum of association;
- Certificate of Admissibility of the Business Name.
Output:
- Company Registration Certificate.
Average wait: 3 days. The time necessary to obtain the Registration Certificate varies from registry office to registry office (it can take from 8 days to several weeks).
Deadline: 60 days from the date the memorandum of association entered into.
Step 4 - Declaring the commencement of trading
A declaration of commencement of trade, establishing the start of business for fiscal purposes, is submitted via the internet or through a specific form obtained at the local Tax Office, which must be signed by a certified public accountant.
Competent authority: General Tax Directorate
Input:
- Form no. 1886 (INCM), in triplicate, with the relevant data regarding the licensed accountant, duly certified;
- Certificate of Incorporation;
- Photocopy of memorandum of association.
Output:
- Declaration of the commencement of trading.
Average wait: 0.5 days.
Deadline: prior to commencement of activity, or within 90 days of the incorporation date at the National Registry of Corporate Bodies (Registo Nacional de Pessoas Coletivas).
Step 5 - Registering with Portuguese Social Security
Registering the company and its employees as contributors to Social Security.
Competent authority: Regional Social Security Office
Input:
- Contributor ID form;
- Legalised copy of the memorandum of association;
- Certificate of Incorporation;
- Minutes concerning the appointment of the members of the company´s bodies established in the articles of association and a definition of their status regarding remuneration;
- Photocopy of the National ID and Taxpayer cards of the members of the company´s bodies established in the articles of association;
- Declaration of the commencement of trading.
Average wait: 3 days.
Deadline: 10 days from the date of the Declaration of the commencement of trading for tax purposes.
All of these steps can be implemented at Centro de Formalidades de Empresas (Companies House) or, independently, at each of the competent public offices, some of which are available on-line.
On concluding these steps, it may be necessary for the company to license the business activity to be undertaken.
On-the-spot firm
The "On-the-Spot Firm" initiative makes it possible to form a private limited company, single member limited company or public limited company in just one office in a simple and very rapid manner (around 55 minutes).
Obtaining a Certificate of Admissibility beforehand is not required in the "On-the-Spot Firm" procedure.
The definitive legal person ID card, company memorandum and articles of association and extract of the entry in the company register are handed over on the incorporation of the company. The Social Security number is also immediately allocated. The Registry Office will guarantee communication to all entities that should be notified of the incorporation of the company, as well as guarantee that all subsequent procedures will be performed.
An "On-the-Spot Firm" can be formed in Company Registry Offices and / or at Company Registry desks operating in Company Official Procedures Centres (CFE).
Those using the "On-the-Spot Firm" procedure are automatically registered in a centre of arbitration and provided with a .pt internet domain.
On-the-Spot Firm" formation procedure
1. Choose the business name and type of memorandum and articles of association
Choose one of the business names from the list of pre-approved names provided by the "On-the-Spot Firm" customer service desk. An expression indicating the company´s intended object is always added to the business name.
The interested party may alternatively submit a Certificate of Admissibility issued by RNPC. Select one of the draft memorandum and articles of association packs, approved by the Directorate-General of Registry and Notary Public Acts, available from "On-the-Spot Firm" desks.
2. The members of the company undergoing incorporation are present at the "On-the-Spot Firm" desk
The information/documents to be submitted from each member:
Natural Persons:
- Taxpayer card;
- National ID card, passport or driver´s licence.
Legal Persons:
- Photocopy of Legal Person ID Card (NIPC);
- Original copy of the Extract of Entries in the Company Registry, proving all entries in force and issued less than 1 year previously;
- Photocopies of the national ID and taxpayer cards of the legal representatives of the company;
- The minutes of the resolution of the general meeting (this document may not be required; it depends on what is established in the company´s articles of association);
- Photocopy of up-to-date deed of incorporation or memorandum and articles of association, issued by the respective Company Registry Office.
3. Finalisation of the procedure
The company´s documents are drafted there and then, and the certificate of the company´s registration, the memorandum and articles of association, legal person ID card and social security number of the company are handed over.
4. Subsequent acts
The declaration of the commencement of trading, duly filled in and signed by the licensed accountant, can be immediately submitted on incorporation.
If it is not, then it must be submitted within 15 days of the date of incorporation.
The deposit of the capital has to be completed within five working days of the incorporation of the company.
Advantages:
- The Certificate of Admissibility is not required;
- The immediate receipt of the company´s papers.
Disadvantages:
- Impossibility of reserving a name or choosing a name that pleases the user;
- The standard memorandum and articles of association available are very restrictive;
- Only the following company types can be formed:
- Private limited company (Lda.);
- Single member limited company and Public limited company (S.A.), as long as the capital does not comprise capital contributions in kind and the company´s incorporation does not require prior approval.
Private limited companies (Lda.)
