REQUIREMENTS AND TIMINGS

• The company name must be approved by the National Registry of Legal Persons (RNPC) or selected from a list of pre-approved names. The approval of a specific name can take up to eight business days, whereas pre-approved names are effective immediately.
• The articles of association and incorporation deed shall be drafted, establishing the primary rules concerning the company's operations once it has been incorporated. The approval of the articles of association and incorporation deed is dependent on the shareholders' agreement solely.

In a Public Limited Company by Shares, prior to the adoption of the articles of association, shareholders must declare that they have already deposited their respective portions of the share capital in a bank account opened on behalf of the company (in private limited companies, partners are currently allowed to defer payment of the share capital until the end of the first financial year).

• Once the above steps have been completed, the incorporation shall be submitted to registration with the Commercial Registry Office, along with the identification of the beneficial owners of the company (UBO statement). The registration takes a maximum of 15 working days.
  

The urgent procedure works similarly to the traditional procedure except that the name approval can be completed in 24 hours and the registration can be completed in 48 hours.

GOVERNMENT FEES

The cost of setting up a company by using the traditional method is € 75 for the name approval (not applicable if you choose a pre-approved name) and € 447.50 for the registration of the company (if the registration request is submitted online the cost is € 360 or € 220 if the company uses the standard articles of association provided by the registry).

Government fees in the case of the urgent procedure will double.

Under the On-the-Spot Firm procedure, it is possible - within a very short period (24 hours) and at a single location - to incorporate a Private Limited Company (Lda.), both with single or multiple partners, or a Public Limited Company by Shares (S.A.), by following a very simple procedure. However, under this procedure, customisation is limited.

REQUIREMENTS AND TIMINGS

• The company name must be approved by National Registry of Legal Persons (RNPC) or chosen from a list of pre-approved names (a list which is available online and at the On-the-Spot Firm desks). The approval of a specific name takes a maximum of 8 working days whereas the pre-approved names are immediately effective.
  
• It is necessary to select one of the pre-approved standard drafts of articles of association, also available on the “Empresa na Hora” website and at the On-the-Spot Firm desks.

There is also the possibility of adopting a pre-approved trademark, associated with the company’s trade name or independent of it, during the incorporation procedure. The trademark is chosen from a list registered on behalf of the State. These trademarks are valid for a 10-year period, renewable, and although protected only in Portugal, an European or international extension can be filed at the Portuguese Institute of Industrial Property (INPI). New trademarks and patents are registered here too.

• The partners/shareholders immediately receive a certified copy of the company’s articles of association, the access code to the permanent company extract (valid for three months), the access code to the company’s digital ID card and the company’s social security number.

GOVERNMENT FEES

Costs are dependent on partners choosing a particular company name (€ 435) or opting for a pre-approved one (€ 300 for IT or R&D companies; € 360 for other areas of business).

Incorporation of Public and Private Limited Liability Companies (with the exception of European Companies and companies with contributions in kind) is available via the ePortugal website.

REQUIREMENTS AND TIMINGS

• The registration is performed immediately (if the company selects a pre-approved template of the articles of association) or within a maximum term of 2 business days (if the shareholders agree on a different version of the articles of association which is then submitted by the applicant).
• The online set-up procedure is similar to the on-the-spot one but it requires a personal computer with an internet connection and digital certification resources (available to lawyers, solicitors, notaries or Portuguese citizen card holders).

GOVERNMENT FEES

The cost is lower than for the on-the-spot procedure: € 180 for the pre-approved template of the articles of association or € 380 for privately drafted articles.

INDIVIDUALS

• Tax Identification Number (NIF):

Shareholders who are not residents in Portugal must obtain a NIF for tax purposes. For EU, Norway, Liechtenstein and Iceland residents, NIFs may be obtained directly with the Tax Authority. If the shareholder cannot be present or he/she is not a resident in the EU, Iceland, Lichtenstein or Norway, he/she will have to appoint a Portuguese tax resident as a tax representative to handle matters with the tax authorities.

• ID document or residence permit.

LEGAL PERSONS

• Company Tax Identification Number and company ID card or access code to the company's digital ID card.
• ID documents and Tax Identification Numbers of the legal representatives.
• A recent extract from the Commercial Registry.
• A copy of the Deed of Incorporation or Memorandum and Articles of Association, issued by the Commercial Registry office, stating the company may be involved in the incorporation of another.
• Minutes stating the resolution of the General Meeting to grant powers to incorporate other companies (this may not be necessary if it is provided for in the company’s Articles of Association).

FOREIGN LEGAL PERSONS

• Document proving the company’s legal existence in the country of incorporation.
• Memorandum and Articles of Association of the company.
• Minutes stating the resolution of the General Meeting to grant powers to incorporate other companies (this may not be necessary if it is provided for in the company’s Articles of Association).
• Identification of the legal representatives of the company, including tax identification numbers.
• Documents issued in a foreign language must be translated (except when in Portuguese, English, French or Spanish).
• Documents issued in a foreign country shall be apostilled or legalized.

At the “On-the-Spot Firm” desk and online, only three types of companies can be set up:

• Single-member Company (Unipessoal Lda)

The company has a sole partner/shareholder, liability being limited to the amount of his/her share. A chartered accountant must be appointed.

• Private Limited Company (LLC - Lda)

The company has a minimum of two partners, liability being limited to the amount of each partners’ share. The minimum share capital is € 1 per partner. A chartered accountant must be appointed.

• Public Limited Company by Shares (PLC - S.A.)

The company has a minimum of five individual shareholders (or, alternatively, one legal person shareholder). The minimum share capital is € 50,000 each share being issued for a minimum amount of € 0.01. Shareholder liability is limited to the total amount of his/her shares. In addition to a chartered accountant, a statutory auditor must be appointed.

• Share Capital

The share capital represents the total sum of shares owned by the partners or shareholders. The share capital may be paid-up in kind (tangible or intangible assets, whether movable or immovable), partially or in full.

• Registered Place of Business

Even if the company does not need office space, a place of business must be registered, thus becoming the incoming address for all official correspondence (namely from the Tax Authority, Social Security).

• Company Object (business purpose)

Company objects are associated with a CAE code (economic activity classification, equivalent to NACE - Nomenclature Générale des Activités Économiques dans les Communautés Européennes), which identifies its area of operation. Each company will be registered under a main code and up to three secondary codes.

• Appointing a Chartered Accountant

The appointed chartered accountant will not need to attend the set-up of the company, but his/her name, tax identification number, professional address and registration number with the Certified Accountants Association shall be submitted.

• Statement of Commencement of Business Activity

As soon as the company is incorporated, the Statement of Commencement of Business Activity, duly completed and signed by the chartered accountant, can be filed either at the “On-the-Spot Firm” desk or within 15 days at any tax office or at the Tax Authority website.

• Share Capital Deposit

Up to 5 working days upon incorporation, partners/shareholders must deposit the share capital in a bank, in the name of the company. This period can be extended to the end of the first fiscal year in the case of Single-Member Companies and Private Limited Companies.