Company registration in Portugal
It’s safe to say that if you want to open a company in Portugal, you’ll be joining a growing group of driven businesspeople. Portugal has increased its standing among international investors. It surpasses even well-known economic giants like France and Germany. This honour demonstrates how welcoming the nation is to business and how successful it might be.
The Portuguese government promotes companies that place a high priority on innovation. Additionally, Portugal has a sizable labour force that is highly skilled. These people have the skills and knowledge required to advance your company and assist you in reaching your objectives.
It is our comprehensive guide to opening a company in Portugal. It provides invaluable information, encompassing the necessary steps to register your business. It also navigates the intricacies of the legal obligations you must fulfil. With our guide, you’ll have access to a wealth of knowledge and insights to register a company in Portugal.
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Companies that can be registered in Portugal
The Portuguese business environment includes a wide range of entities. It may be essentially divided into two categories:
- Individual entities;
- Collective entities.
Each category reflects diverse legal frameworks and offers unique benefits and peculiarities for company owners and entrepreneurs.
Individual entities
- Individual Entrepreneur (Empresário em Nome Individual)
- It is owned by a single individual;
- The firm or commercial name must be constituted by the full or abbreviated civil name of the entrepreneur. It may or may not include an expression alluding to his business;
- There is no mandatory minimum amount for share capital;
- There is no separation between personal assets and business assets;
- The liability is unlimited. It means that the entrepreneur responds to the debts contracted in the exercise of the activity with all the assets that are part of his assets.
- Individual Limited Liability Establishment (Estabelecimento Individual de Responsabilidade Limitada)
- Has a single individual as its holder;
- The share capital cannot be less than €5,000. It can be paid up in cash, things, or rights that may be pledged. The cash part cannot be less than €3,333.33;
- It is not recognized as a legal personality;
- There is a separation between the entrepreneur’s assets and the assets allocated to the company.
- For debts resulting from economic activity, only the assets assigned to the company are liable.
- The name must contain the name of the holder, in full or abbreviated form, and the expression “Establishment Individual de Lisabilidad Limitada” or “EIRL”.
- Sole Proprietorship by Shares (Sociedade Unipessoal por Quotas)
- It has a single shareholder who can be a natural or legal person;
- The shareholder owns the entire share capital;
- The partner’s liability is limited to the amount of the share capital;
- The value of the share can be variable, but never less than € 1.00;
- Only the company’s assets are liable to creditors for the company’s debts;
- The name of the company must contain the expression “Sociedade unipessoal” or “Unipessoal” followed by “Limitada” or “Lda.”
Collective entities
- Limited Liability Company (Sociedade por Quotas)
- It has two or more partners who may be natural or legal persons;
- The liability of the partners is limited to the share capital, except in cases where the Law provides otherwise;
- The share capital can be freely fixed by the partners, except in companies regulated by special legislation;
- The value of the share can be variable, but never less than € 1.00;
- Only the company’s assets are liable to creditors for the company’s debts;
- The name of the company must contain the words “Limitada” or “Lda.”.
- Public Limited Company (Sociedade Anónima)
- It has a minimum of five shareholders, who can be natural or legal persons;
- It may be constituted with a single partner provided that this partner is a company;
- The liability of the partners is limited to the value of the shares subscribed by them;
- The share capital cannot be less than €50,000.00 and is divided into shares of equal nominal value;
- Only the company’s assets are liable to creditors for the company’s debts;
- The name of the company must contain the expression “sociedade anónima” or “SA”.
- General Partnership (Sociedade em Nome Coletivo)
- It has a minimum of two partners;
- It does not require a mandatory minimum amount for share capital;
- The liability of the partners covers the value of their contributions and the assets that make up their assets;
- The partners are subsidiarily liable to the company;
- The name of the company must mandatorily contain the name, complete or abbreviated, the surname or signature of all, some or, at least, one of the partners, followed by “e Companhia”, “Cia” or another name that indicates the existence of more members.
- Limited partnership (Sociedade em Comandita)
- It has a minimum of two partners: a general partner and a limited partner;
- It does not require a mandatory minimum amount for share capital;
- The general partners are subsidiarily liable to the company;
- Each of the limited partners responds only and only for its entry;
- The name of the company must contain the name or signature of at least one of the general partners, followed by the addition “em Comandita” or “& Comandita”;
- They are subsidiarily governed by the provisions relating to general partnerships.
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Requirements for the formation of a company in Portugal
Due to their flexible management, limited liability, and cost-effectiveness, LLC (LDA) and Sole Proprietorship by Shares are the best business structures in Portugal. Portuguese legal framework requires the following conditions to setting up a company in Portugal:
- The legal form of business. Depending on your firm’s demands, you should select one of the structures, outlined in the previous section. However, we recommend our clients choose LDA or Sole Proprietorship by Shares.
- Directors and shareholders of the company. The number of shareholders may vary depending on the chosen form of business.
- NIF number or fiscal representative. Directors of Portuguese businesses need to obtain a NIF number in Portugal. The NIF (Número de Identificação Fiscal) is a unique tax number, issued by the Portuguese Tax Authority. However, you may choose an alternative way and empower a fiscal representative with a permanent domicile in Portugal.
- Company name. Choose a distinctive business name that follows the Portuguese legal framework. The name shouldn’t be in use already, and it shouldn’t violate any registered trademarks.
- Registration address. Find a registered office address where communication and formal papers will be sent. It might be a physical location or a virtual office.
- Share capital. Depending on the legal form you choose, figure out the minimum share capital needed. The nature of the business is another factor that shall be considered when determining the equity capital of the entity.
- Corporate bank account. Create a corporate bank account with a Portuguese financial institution. Deposit the necessary share capital there.
- Accounting and bookkeeping. Ensure that your company complies with Portuguese accounting laws and regulations. The best way to comply is to hire a professional accountant.
- Other requirements. Depending on the nature of business you may require additional steps to fall under regulation. It may be obtaining a VAT number, trademark registration, obtaining licenses, and so on.
Documents required for company formation in Portugal
The list of documents may vary in each particular case. However, the basic documentation usually includes:
- Identification documents. Each shareholder, director, and company secretary (if any) must provide a passport or other equivalent document, such as an ID card, or residence permit.
- NIF number. Shareholders, partners, managers, and directors of the company are obliged to obtain a NIF. However, in case of registering a single-person LDA (Unipessoal), you may appoint a fiscal representative, residing in Portugal.
- Proof of address. Each shareholder and director shall provide proof of address, such as a utility bill, in English or Portuguese.
- Articles of Association. The Articles of Association shall describe the goals, operations, and internal rules of the business.
- Power of Attorney. This type of document is necessary if you authorize someone other than a director or shareholder to apply to the registry.
- Licenses and permits. If your company falls under specific regulations, you may be required to obtain a license or permit for particular types of activity.
Benefits of registering a company in Portugal
Every company owner and entrepreneur must balance the advantages and disadvantages of expanding their business in a certain jurisdiction. The good news is that starting a company in Portugal has far more advantages than disadvantages.
- Excellent Geographical Location
Portugal is a great place for businesses due to its location. Because the nation is situated in the southwestern region of Europe, local firms have easy trade connections to Africa, South America, and Europe. - Access to the EU market
As an EU member, company registration in Portugal offers access to its single market. It provides freedom of movement for people and goods and a possibility for economic growth inside the EU. - Skilled workforce
The literacy rate in Portugal is 96%, and it’s estimated that 44% of residents between the ages of 30 and 34 have finished college or university. Accordingly, it may be inferred that the nation has a big trained labour population that can fill crucial staffing positions. - Straightforward company incorporation
Company formation in Portugal has been made more simplified and effective. It is possible to set up a Limited Liability Company (LDA) in just a couple of days. You have the option of doing this online or in person. Portugal is a desirable location for entrepreneurs and enterprises since the registration procedure is quick and easy. - High quality of life
Portugal also provides a decent standard of life. The cost of living in the country is cheaper than in many other European countries. The healthcare system is likewise well-established. It consists of both public and private providers. Also, Portugal has an 81-year average life expectancy and a comparatively low crime rate. - Business-friendly jurisdiction
To encourage entrepreneurship, the Portuguese government has put in place some measures. It includes streamlined favourable taxation, administrative procedures, and funding schemes. - Increasing economy
Portugal’s economy has historically been dependent on a few core industries. The main of them are textiles, tourism, and agriculture. However, the economy of the nation has been diversifying recently. There is a fantastic startup culture that has helped facilitate many startups. Therefore, Portugal would be a fantastic location for business owners to test out their startup ideas.
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Our assistance in registering a company in Portugal
Fintech Harbor Consulting provides complete guidance and legal support to open a company in Portugal. We aim to assist entrepreneurs and small company owners. With our support, you can be sure about smooth incorporation and further regulatory compliance. As a reliable company formation agent in Portugal, our team will help you with the following:
- Turnkey incorporation procedure. We assist our clients in choosing the best legal structure for their company formation in Portugal. The main criteria for us are legal responsibility, governance, and taxation. We offer advice in drafting and reviewing legal papers, and submitting all necessary documentation to make sure Portuguese legal requirements are met. Our firm also will help you to obtain a local NIF or will recommend you a reliable fiscal representative. Contact, us and we will calculate how much the opening of a company in Portugal costs.
- Regulatory compliance. Complex regulatory frameworks are a common challenge for newly established companies. Licensing, data protection, anti-money laundering (AML), and know-your-customer (KYC) requirements are a few examples of the rules and regulations that Fintech Harbor Consulting can assist companies through.
- Marketing plan. Our team can develop a market entrance strategy for you. In this regard, we take into account a wide range of elements. It consists of target consumer segments, competitive analysis, marketing, and distribution methods. We provide full-scope market research and analysis.
- Ongoing Assistance. In addition to helping clients with incorporation, we also provide continuing support. It includes accounting, bookkeeping, tax compliance, and regulatory changes. Additionally, we could offer strategic guidance for growing and extending your business.
How to start a company in Portugal
- Selection of company structure. It is critical to choose the best business structure, which is influenced by various issues. In Portugal, partnerships, limited liability companies (LDA), and joint stock companies (SA) are common alternatives. Each structure has its advantages and disadvantages.
- Establishing the registered address of the company. You must set up a registered office for your business in Portugal. All legal letters and official papers should be forwarded to this address. This address will be visible in the Portuguese business registry and other official sources.
- Obtaining Portuguese tax number (NIF). Significant company participants, such as shareholders and directors, must get a Portuguese tax identification number (NIF) to conduct business in Portugal. The Portuguese Tax Authority will provide this upon receipt of the required paperwork and successful completion of the registration procedure. However, you may choose an alternative way and hire a fiscal representative instead.
- Transferring Power of Attorney. You can choose someone to act on your behalf by using Power of Attorney if you want to register a company remotely. This legal instrument grants the named individual the authority to carry out particular tasks on your behalf. It may include signing documents, creating bank accounts, and submitting applications.
- Company name registration. It’s crucial to have a distinctive and appropriate name for your business. The chosen name must adhere to Portuguese naming norms and must not violate any registered trademarks. Check to see if the chosen company name is available before registering.
- Drafting corporate documents. It is necessary to draft corporate papers, such as the Articles of Association and Memorandum of Association. The goal, operations, share capital, internal rules, governance structure, and other pertinent information are described in these documents. To guarantee adherence to Portuguese laws and regulations, it is advised to contact legal assistance.
- Applying the registry. The proper corporate documents must be drafted and then submitted to the appropriate government agencies. The procedure may be done remotely.
- Bank account opening. It is essential to open a bank account at a Portuguese bank to do business in Portugal. The necessary share capital should be deposited into a bank account.
- Accounting and bookkeeping. To comply with Portuguese legislation, it is essential to set up an appropriate accounting.
- Performing other necessary steps. Depending on the type of your business and the particular needs, company registration in Portugal may require additional steps. This can entail getting certain licenses or permissions, obtaining a VAT number, or something else. To achieve complete compliance, it is crucial to properly investigate and comprehend the standards pertinent to your business operations.
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FAQ
Who can open companies in Portugal?
Any person or organization may register a company in Portugal. It includes Portuguese residents, foreigners, and foreign corporations. However, depending on the kind of corporation and commercial activity, particular rules and laws may apply. To guarantee adherence to the required processes and specifications, contact Fintech Harbor.
How can I open an LDA in Portugal?
There are two ways to establish an LDA (Limited Liability Company) in Portugal: in person or remotely with the use of a Power of Attorney. Contact Fintech Harbor Consulting, and we will provide fast and smooth company registration in Portugal.
What is an EIRL in Portugal?
Empresa Individual de Responsabilidade Limitada (EIRL) is an Individual Limited Liability Establishment. EIRL allows anyone to run a business as a sole proprietor with limited liability. However, it is not so favourable type of individual entity due to its high minimum share capital requirements which is EUR 5,000. We recommend our clients register a Sociedade Unipessoal por Quotas (single-member LLC) instead.
Opening a company in Portugal cost
The price of company formation in Portugal might vary based on several variables. It includes the legal structure you choose, the services you need, and other expenses. Contact us and we will calculate how much the opening of a company in Portugal costs.
How to open a company in Portugal for non-residents?
Company formation in Portugal for non-residents looks the same as for residents. The only exception is that the director will need a Portuguese tax residence. In this regard, he can apply for a local tax identification number (NIF) or appoint a fiscal representative.
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