The principal form of limited liability company is the Sociedade por Quotas - Lda. This is the most common formation in Portugal for both foreign and national investors.
To start incorporating your company in Portugal we require the following:
First we obtain the Certificate of Approval from the National Registry of Collective Persons (RNPC) for your proposed company name. You will need to sign the deed of Incorporation or Association in the presence of a notary after the finalisation of the Articles of Association. (If you cannot visit Portugal to sign documents a Power of Attorney can be organised to sign documents on your behalf).
Then we file the declaration of commencement of activities with the local tax office and register at the commercial registry (Conservatória do Registo Comercial) and the regional Social Security Office.
The Memorandum of Association will be published in the official gazette Diário da República. The Conservatória do Registo Comercial which will also ensure the final registration with the RNPC and its publication in a national newspaper. Lastly the company will be registered at the Department for Trade & Competition or at the corresponding Regional Directorate of the Ministry of Economy.
For private limited companies, the minimum share capital is €1.
Portugal allows a new company to obtain an European VAT number, as soon as they start trading. The number also appears on the VIES register, so allows your company to not charge VAT on invoices, with companies outside Portugal
All Portuguese businesses need a registered office where the authorities can send official letters and claims, as well as where control of the tax forms is executed. All financial and fiscal documents, registers, company papers etc. must be kept at the registered office of the business. We can provide a registered office, if you have no physical presence in Portugal.
It normally takes 2 weeks to incorporate your company.
Traveling to Portugal is recommended for notarisation purposes. When incorporating your company, the Articles of Association as well as the Sale and Transfer agreement of shares must be notarised. The founders of a company must prove their identity before a notary with valid ID documents. Also, it is necessary for your company to open a bank account (a Portuguese bank is recommended) which is also easier to do in person.
However, it is also possible to be represented by a power of attorney. We then represent you as founder and/or shareholder before the notary.
Members of a Sociedade por Quotas - Lda have quotas, rather than shares, and the quotas are described in the Articles of Association. Quotas can be transferred only by public deed. An Lda requires in general two shareholders, however the incorporating of private limited companies with a single shareholder is also permitted.
The corporate name must reflect the activities that the company intends to perform and cannot be misleading regarding the activities it proposes to undertake.
After the approval of the corporate name the Registry will issue a certificate of registration together with a provisional tax registration card.