REQUIREMENTS AND SCHEDULES

The company name must be approved by the National Registry of Legal Entities (RNPC) or selected from a list of pre-approved names. Approving a specific name can take up to eight business days, while pre-approved names take effect immediately.
The statutes and the deed of incorporation must be drawn up, establishing the main rules regarding the functioning of the company once constituted. The approval of the statutes and deed of constitution depends exclusively on a shareholder agreement.
In joint-stock companies, before the statutes are adopted, shareholders must declare that they have already deposited their shares of capital in a bank account opened in the name of the company (in private limited companies, partners are currently authorized to defer the payment of the share capital until at the end of the first exercise).

Once the previous steps have been completed, the merger must be submitted for registration at the Commercial Registry Office, together with the identification of the beneficial owners of the company (UBO declaration). Registration takes a maximum of 15 working days.
The urgent procedure works similarly to the traditional procedure, except that name approval can be completed within 24 hours and registration can be completed within 48 hours.

GOVERNMENT FEES

The cost of incorporating a company using the traditional method is €75 for name approval (not applicable if you opt for a pre-approved name) and €447.50 for company registration (if the registration request is made online or cost is €360 or €220 if the company uses the standard statutes provided by the registry).

Government fees in case of urgent procedure will be doubled.

Under the firm on the spot procedure, it is possible – within a very short period of time (24 hours) and in a single location – to set up a public limited company (Lda.), either with single or multiple partners, or an open society, limited company by shares ( S.A.), following a very simple procedure. However, under this procedure, customization is limited.

REQUIREMENTS AND SCHEDULES

The corporate name must be approved by the National Register of Legal Persons (RNPC) or chosen from a list of pre-approved names (list available online and at Firma Presencial branches). Approving a specific name takes a maximum of 8 business days, while pre-approved names take effect immediately.
It is necessary to select one of the pre-approved standard drafts of the articles of association, also available on the “Empresa na Hora” website and at the Firma Presencial counters.
There is also the possibility of adopting a pre-approved brand, associated with the company’s trade name or independent of it, during the constitution process. The mark is chosen from a list registered in the name of the State. These marks are valid for a period of 10 years, renewable, and although protected only in Portugal, a European or international extension can be requested at the Portuguese Institute of Industrial Property (INPI). New trademarks and patents are also registered here.

Partners/shareholders immediately receive a certified copy of the company’s statutes, the access code to the company’s permanent statement (valid for three months), the access code to the company’s digital identification card and the company’s social security number .

GOVERNMENT FEES

Costs depend on whether partners choose a specific business name (€435) or opt for a pre-approved one (€300 for IT or R&D companies; €360 for other business areas).

INDIVIDUALS

Tax Identification Number (NIF):
Non-resident shareholders in Portugal must obtain a TIN for tax purposes. For residents of the EU, Norway, Liechtenstein and Iceland, TINs can be obtained directly from the Tax Authority. If the shareholder cannot be present or is not a resident of the EU, Iceland, Liechtenstein or Norway, he will have to appoint a Portuguese tax resident as a tax representative to handle matters with the tax authorities.

Identity document or residence permit.

LEGAL ENTITIES

Company Tax Identification Number and company identification card or access code to the company’s digital identification card.
Identification documents and Tax Identification Numbers of legal representatives.
Recent extract from the Commercial Registry.
Copy of the Deed of Incorporation or Memorandum and Articles of Incorporation, issued by the Commercial Registry Office, indicating that the company may intervene in the constitution of another.
Minutes containing the resolution of the General Meeting to grant powers to set up other companies (this may not be necessary if provided for in the company’s Articles of Association).

FOREIGN LEGAL ENTITIES

Document proving the legal existence of the company in the country of incorporation.
Memorandum and Articles of Incorporation of the company.
Minutes containing the resolution of the General Meeting to grant powers to set up other companies (this may not be necessary if provided for in the company’s Articles of Association).
Identification of the company’s legal representatives, 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 must be apostilled or legalized.

At the “Empresa na Hora” counter and online, only three types of companies can be incorporated:

Sociedade Unipessoal (Unipessoal Lda)

The company has a single partner/shareholder, with liability limited to the value of its share. A statutory auditor must be appointed.

Sociedade Anónima (LLC – Lda)

The company has a minimum of two partners, the liability being limited to the value of the share of each partner. The minimum share capital is €1 per member. A statutory auditor must be appointed.

Sociedade Anônima por Ações (PLC – S.A.)

The company has a minimum of five individual shareholders (or, alternatively, one corporate shareholder). The minimum share capital is €50,000 each share being issued for a minimum value of €0.01. The shareholder’s liability is limited to the total value of its shares. In addition to the statutory auditor, a statutory auditor must be appointed.

Social capital

The share capital represents the sum total of the shares held by the partners or shareholders. The share capital can be paid up in kind (tangible or intangible, movable or immovable), partially or totally.

Registered Business Place

Even if the company does not need an office, an establishment must be registered, becoming the address for receiving all official correspondence (namely from the Tax Authority, Social Security).

Company Purpose (commercial purpose)

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

Appointment of a Statutory Auditor

The appointed statutory auditor will not need to attend the incorporation of the company, only having to present his name, tax identification number, professional domicile and registration number in the Order of Certified Accountants.

Declaration of Commencement of Business Activity

As soon as the company is constituted, the Declaration of Commencement of Activity, duly completed and signed by the statutory auditor, can be delivered at the counter of “Empresa na Hora” or within 15 days at any tax office or on the website of the Tax Authority.

Share capital deposit

Up to 5 working days after incorporation, partners/shareholders must deposit the share capital in a bank, on behalf of the company. This period may be extended until the end of the first fiscal year in the case of sole proprietorships and limited liability companies.