Company Registry in Portugal
Portugal is the oldest country in Europe, being recognized as a kingdom since 1139. It became a republic in 1910 and it was known as a powerful maritime country, offering easy entrance for those who were in charge of trading businesses. If you want to open a company in Portugal we invite you to solicit help and guidance from our Portuguese company formation specialists. Moreover, the company registration procedure in Portugal can be easy and ready in time if you provide the necessary documents to the authorities in charge.
Why choose Portugal for business?
Opening a company in Portugal and carrying on businesses can be done in a fast manner, as the authorities have encouraged the foreign investments with the help of several and important incentives. When deciding to relocate to Portugal for small business purposes, it is advisable to analyze the market and the major industries you wish to start your activities in. For instance, Portugal is known for its genuine local goods which are extremely competitive outside the country.
The agriculture, food industry, tourism, wine field are key sectors in Portugal, where numerous entrepreneurs choose to set up their activities. Besides that, you can also direct your attention to the online business opportunities. Financial benefits come with businesses like web design, online marketing, or social media activities, small businesses which can easily generate money. Many entrepreneurs are interested in opening fast foods or restaurants with local or international cuisine in the major cities like Lisbon, Porto, Setubal or Figueira da Foz where tourism is well- developed. The small companies in Portugal are the proper start in most domains for entrepreneurs who want to benefit from the opportunities of an attractive country.
How to open a company in Portugal
A local or a foreign entrepreneur who wants to establish his presence on the Portuguese market can choose from several business entities like the limited liability company, sole proprietorship, limited partnership or a cooperative. We remind that if you want to register a company in Portugal, it is best to seek advice and guidance from our experts in company formation in Portugal. You should consider the following steps when registering a company in Portugal with the Conservatorias de Registo Comercial:
• choose a name for your small company;
• draft the Articles of Association;
• set up a bank account;
• register for VAT and other social contributions;
• apply for the proper business license.
Shelf companies in Portugal
An entrepreneur in Portugal might be interested in purchasing a ready-made company instead of creating one from scratch. This is often the proper solution for those wanting to skip the formalities of a company incorporation even though these are simple and subject to less bureaucracy. A shelf company or a ready-made company is already registered and kept on a shelf to age until someone is interested in purchasing it. You might want to direct your attention to a shelf company if you want to start a small business in Portugal as soon as you decide for operations in this country.
What is the Portuguese Trade Register?
Companies in Portugal, regardless of the structure, are registered with the Portuguese Trade Register or the National Registry of Companies as it is known. The institution accepts the incorporation of a firm by an appointed representative and a power of attorney, as long as the requirements for opening a company are entirely respected. The Articles of Association are the necessary documents accepted by the National Registry of Companies in Portugal at the time you wish to open a firm. Moreover, the same authority offers the possibility of registering the business on the internet through the official website of the Trade Register if all the conditions in matters of documents are fulfilled. Having a clear idea about the business requirements in Portugal is necessary to all investors, domestic or from overseas. This is the case in which we recommend you the support of our company incorporation consultants in Portugal.
How can a company register with the Portuguese Trade Register?
Company registration in Portugal can be performed in two different ways. Before starting the procedure, it is important the company’s name to be verified in the database of the National Registry of Companies or Registo Nacional de Pessoas Colectivas. This institution will issue a validation certificate or admissibility, after the name of the company is registered. The same office should also provide a provisional company identity card. You might want to observe the following requirements for registering a company in Portugal:
- • the company registration in Portugal can be done at any registry office or at the Business Formalities Centre;
- • the company registration in Portugal is relevant for the Portuguese Trade Register or Commercial Registry;
- • the registration procedure can be operated by a shareholder or a legal representative appointed by power of attorney;
- • the necessary documents for company registration in Portugal are the deed of incorporation and the validation certificate.
The second way for registering a company in Portugal is through a procedure called “empresa online”, where the registration is completed on the Internet. This type of company registration in Portugal is approved and regulated by the National Registry of Companies and can take one or two days, depending on the types of article of association.
What are the necessary documents for company formation in Portugal?
When the company is set up by a legal person, there must be submitted a few documents and if you need assistance in this sense you can talk to our Portuguese lawyers. After you pay the charges provided by the law, the articles of incorporation will be prepared and the registration form will be submitted to the Commercial Register. The members will receive an immediate certificate of association, the access code for a permanent certificate of commercial registration, the electronic access code, the enterprise card and the social enterprise security number. The declaration of commencement of activity must be submitted in term of 15 days to the Financial Services Office and this document must be signed by a chartered accountant.
Within five working days after the constitution, the members are required to deposit the amount of capital (when held in cash) in an account opened on behalf of the newly formed company.
Hiring employees in Portugal
After you set up your company and you want to hire employees, you must pay special attention to the law’s provisions in this field, as the relation between the employer and the employee is overseen by the Portuguese Labor Code in which sets the rules on wages, treaties, benefits, working days and other essential issues. You may choose to hire an employee in Portugal for a fixed period or for a temporary period. For temporary period contracts, the minimum time cannot be less than six months and when you renew the temporary contract several times it automatically turns into a permanent employment contract. The law establishes a minimum salary and this income is charged with taxes for both parties, for, example the social security contribution and taxes for the pension fund. The probation periods are also paid and there are probations that can last between 30 and 90 days. In Portugal, the average working time is 40 hours per week, which means eight hours per day for five days. However, during the eight hour work, the employees have several breaks. Investors who wish to open a business can explore the existing opportunities for starting a new company or franchising in some of the top business sectors.
Changing the company structure – is it a hard process?
No, changing the company structure is not complex in Portugal, and entrepreneurs can easily transform the sole trader into a limited liability company. However, there are few requirements to pay attention to if you want to change a sole proprietorship (EIRL) into an LDA:
- The minimum share capital needs to be deposited for opening an LDA in Portugal.
- A new name for the business (if the owner wants so) and the registration for other tax liabilities are the next step in changing the structure.
- If the company will have employees, the registration for social contribution is needed.
- The company secretary and the representative will have to be appointed.
- The new firm will need a company stamp.
Regardless of the business structure you want to change, the legal aspects will have to be explained by a team of lawyers in Portugal, in order to align with the requirements in this matter. You can also ask for legal advice for EORI registration in Portugal.
What you need to know about the Company Act in Portugal
Based on the Portuguese Commercial Code in Portugal, the Company Act is an important set of laws that comprises information about the types of companies available for business in Portugal, the activities they can develop, the specific legislation for investors from abroad, plus the conditions in which a company can be registered in Portugal. The Company Law in Portugal provides information about the Articles of Association, the company’s main documents, the rights and responsibilities of the company owners and also details about how the company liquidation is made in Portugal. It is good to know that the Company Law in Portugal observes the Labor Code and therefore, the terms and conditions for the employment contract, the rights, and responsibilities of employees in this country, whether they are locals or foreign citizens.
Knowing how the business runs in Portugal, in agreement with the applicable legislation, will in many cases make the foreign investor decide on the proper type of structure, in agreement with his/her activities. Do not hesitate to address your inquiries to our consultants if you are interested in establishing a company in Portugal.
How can I have access to the Portuguese Trade Register?
The Portuguese Trade Register is open to public access, especially after the information on companies is published in the official journal or on the website. Anyone who wants to find out details about certain organizations can request to search for details in the Trade Register or go online and find the desired data.
How can I open an LDA in Portugal?
A private limited company, or an LDA, as it is known in Portugal, can be registered by foreign investors in compliance with the requirements of the Company Registry in Portugal. As soon as the Articles of Association of the company are accepted by this institution, your company will receive a certification of registration which is necessary for the following stages of the company formation, like registering for VAT, for social contributions and for applying for the company seal. We remind that it is the most popular business structure which can be established with a minimum share capital of EUR 5,000.
Company verification with the Company Registry in Portugal
Before opening a company in Portugal, it is suggested to make a verification for the chosen name, in order to see if another company is registered with such a name or not. The Company Registry in Portugal allows business persons to make a verification in this sense, with a specific form provided by the institution. Also, if you would like to know information about a particular company and information about its shareholders, the capital contribution, the profits, and losses, you can make a verification in this sense with the Company Registry in Portugal and for a specific fee.
Company types in Portugal
Foreigners wanting to open companies in Portugal should solicit information about the available types of structure, in order to decide for the proper business form. Limited liability companies, public and private companies, general and limited partnerships, and sole proprietorships are the types of structures which can be registered by entrepreneurs from abroad who want to expand their businesses in Portugal. Each structure is subject to different requirements, but in most cases, the legislation imposed observes the European directives, plus the local requirements.
LDA, the proper business form for foreigners
Investors from abroad looking to incorporate a business in Portugal can choose the LDA or the private limited liability company, the preferred business structure available. The simple registration formalities plus the opportunity of establishing any kind of activities are a few of the benefits of an LDA in Portugal. With EUR 5,000 as the minimum share capital, a local bank account, a local business address, a shareholder which can also be the director, your LDA in Portugal can be easily registered and ready for business within a few days. You might want to observe the tax benefits linked to an LDA, among which we remind the double tax treaties that protect revenues from the double taxation.
The characteristics of a sole trader
The sole proprietorship is a business developed by a single individual who can perform an activity in sectors such as commercial, industrial or agricultural services. The legal forms for establishing a business for a single investor are a sole proprietorship, a single shareholder in a limited liability company or an individual limited liability establishment. In a sole proprietorship, there is no separation between the personal assets and those assigned to the company, as the individual entrepreneur responds for the debts contracted in the exercise of the business activity towards its creditors, on all goods that comprise the assets.
The sole proprietorship is the type of business that doesn't require to have a minimum capital to start the activities. Also, there is no need for an individual entrepreneur to have a social contract. The sole trader must adopt a firm name (trade name of merchant) made up of his civil name, full or abbreviated, but he may add a nickname by which he is most known in the business world and even the reference to the business and can never take more than one signature.
What are the characteristics of the partnership?
Another form of business is the partnership, which consists of several partners that contribute to the business’ responsibilities as provided in the agreement signed at the constitution moment.
There are several forms of partnerships, for example:
- - the general partnership;
- - the limited partnership;
- - the partnership limited by shares.
In the partnership, the partners have unlimited responsibilities in relation to society’s assets and before the company's creditors. The company must be composed of a minimum of two partners who sign a social pact for the allocation process of profits and losses.
The limited partnership must be composed of a minimum of two shareholders fully responsible for the company’s debts and legal compliance and other shareholders with limited responsibilities. Each of the limited partners is liable only for its entry, while the general partners are liable for the debts of the company. It is a mixed liability company because it gathers limited partners, who contribute to the share capital and partners with unlimited liability who contribute with goods or services, assuming the management of the company.
The consortium consists of the contracts by which two or more persons are obliged to undertake a certain activity or make a certain contribution for the purpose of pursuing any of the objectives set by law. Where the Consortium is considered as external, for example when the activities are directly provided to third parties by the Consortium, one of the members shall be appointed as head of the consortium and must assume the duties of this position, including representation authority.
Obtaining guidance in tax matters from our advisors and getting rid of the bureaucratic procedures in Portugal will help you start your business in a fast manner. Contact our team of company formation agents in Portugal if you want to start a small business in the country.
