Incorporation of a Company

The information set out below is merely indicative, having been organized with the strict purpose to offer generic guidelines, without any purpose of comprehensiveness, not replacing, in any case, consulting with the relevant authorities or requesting professional advice within the matters scoped herein.

Standard procedure for the incorporation of a company

Despite having generally a higher cost than the other procedures, in the standard procedure the future shareholders have more freedom to choose the company's corporate name and to draft its by-laws, considering that on both the "on the spot company" procedure (Empresa na Hora) and the online incorporation procedure (Empresa online), the by-laws follow previously prepared models.

1

Filling of a corporate name certificate

Purpose: document issued by the National Legal Entities Registry (Registo Nacional de Pessoas Coletivas or “RNPC”), which authorizes the exclusive use of a determined names as the company's corporate name.

Necessary information: identification and tax identification number of at least one of the shareholders of the future company, type of company, corporate purpose and headquarters (only the municipality).

Issuance time: generally, up to 10 business days; 1 business day in case of urgency.

Expiration: valid up to 3 months counting from the issuance date (the company shall be incorporated in this timeframe).

Associated costs: €75, for an ordinary request and €150 in case of an urgent request.

2

Tax identification number request

Purpose: the shareholders/future managers/directors which are non-resident in Portugal shall have a Portuguese tax identification number for commercial register purposes.

Necessary information: in case the applicant is a legal person, it is necessary to present an updated commercial registry certificate of the shareholder issued on the 3 months preceding the tax identification number request; in case the applicant is a natural person, if the request is made in person he/she shall present the identification document; if the request is made by an attorney on his/hers behalf, the attorney shall present the power of attorney and the identification document of the applicant.

Issuance time: the tax identification number is immediately granted (in case of legal persons, the request is filled with the RNPC; in case of natural persons, the request is filled with the tax authority's services);

Associated costs: subject to the payment of €50 if the applicant is a legal person or €10.20 if the applicant is a natural person.

 

3

Articles of Association and By-Laws

Purpose: draft of the Company's Articles of Association (or the Incorporation Act of the Company, in case it is a sole shareholder company), through which the shareholders formalize their intention of incorporating a company, appoint the members of the respective corporate bodies (eventually) and approve the new company's by-laws.

Necessary information: amongst other information determined on a case-by-case basis, it is necessary the complete shareholders' identification, their contributions and terms of payment, type of company, company's name, head office and share capital, corporate bodies' rules, their term of office and composition; as soon the company's articles of association and by-laws are finalized, the shareholder/s shall execute it in the presence of a notary, paralegal or lawyer who shall authenticate their signatures.

Associated costs: in case the company's articles of association and by-laws are prepared by or with the help of legal advisors, the service fees shall vary according with the complexity of the abovementioned documents. Signatures' authentication costs information may be consulted with the relevant entities (notaries, lawyers and paralegals).

4

Opening of bank account and deposit of the share capital

Purpose: opening of a bank account with the purpose of depositing the company's initial share capital (paid up in cash).

Necessary information: information contained on the corporate name certificate (please refer to step 1 above).

Payment: in case of a Private Company, the share capital shall be deposited until the end of the first financial year; in case of a Public Company (it the payment has not been deferred) it shall be deposited previously to the execution of the company's incorporation act.

Associated costs: fees may be applied by the bank institution.

5

Incorporation Act – Register with the Commercial Registry Office

Purpose: the company shall be deemed incorporated following the articles of association registration with the Commercial Registry Office.

Procedure: once the incorporation act is executed, one shareholder, manager/director or legal representative shall proceed with the commercial register of the new company within the maximum of 2 months.

Necessary information: Corporate name certificate and articles of association duly executed and authenticated in the presence of the relevant entity.

Completion time: as a rule, it shall be completed within 3 business days after the submission of the register request, although the legal deadline is 10 business days.

Administrative costs: the register request has an approximate cost of €450 (including the register of the corporate bodies' appointment).

 

 

1

Chartered accountant (TOC)

Appointment of the company’s chartered accountant (Técnico Oficial de Contas or "TOC"), who shall be responsible for:

Filing of the company’s start of activity declaration with the Portuguese tax authorities (please refer to step 2 below); 

Supervision of the company's accounts; and

Submission of tax returns and other required relevant documentation.

2

Start of activity declaration with the Portuguese tax authorities

The start of activity declaration must be submitted with the Portuguese tax authorities, using the official form provided by the Portuguese tax authorities.

This form must be completed and executed by (i) the representative of the company and (ii) the company’s accountant, along with the following documents:

Certified copy of the company’s Incorporation Act and By-laws;

Access code to the company’s commercial registry online certificate;

Copy of the company’s director(s)/manager(s) identification document and taxpayer number.

The start of activity declaration must be submitted within 15 days after the registration of the company with the Commercial Registry Office.

For further information, please consult http://www.portaldasfinancas.gov.pt

3

Registration with the Portuguese Social Security Services

Once the company is duly incorporated, the Portuguese tax authorities shall provide the Portuguese Social Security Services with the relevant information for the registered director(s)/manager(s). 

The company will then be notified to submit additional documentation, in order to complete the registration process with the Portuguese Social Security Services. 

Upon completion of the registration of the company with Portuguese Social Security Services, the company shall be given a social security number.

(Social security payments by director(s) paid and/or unpaid - see table below) 

For further information, please consult http://www4.seg-social.pt/

4

Issue of Shares

The incorporation of a Public Company shall comply with the issue of shares formalities, particularly, in the case of registered shares not integrated in the centralized system:

Preparation of the issuer's Registry of Securities

Issue of the share certificates

 

5

Minutes Book

The following minutes books must be prepared:

Shareholders' Meetings Minutes Book

Board of Directors Minutes Book (if applicable)

Managers

Administrators

Paid or unpaid

Foreign Managers/Administrators who make proof of being integrated in a mandatory regime of a Member State’s Social Security or other country which Portugal has an agreement with.

Elected, appointed or designated employees for management positions in entities in which framework they belong to, with an employment contract which by the date the management functions were initiated was concluded at least 1 year before and, for that reason, are already registered in the social protection regime.

Managing Partners of Societies exclusively constituted by people who exercise the same profession and whose social purpose is that profession exercise (ex. law firms, medical offices and so forth).

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In particular,

Managers

Administrators

Unpaid

Managers/Administrators who cumulate their functions with other professional activity and that, because of that activity, are covered by a mandatory regime of social protection and earn a wage amount higher than € 419,22 (value of the Social Support Indexation)

Partners who formally detain manager’s quality but who, in fact, do not exercise that activity nor receive the correspondent remuneration.

---

NOTE: The abovementioned information bears a generic character and does not dismiss the concrete case’s analysis.

Contribution’s exemption must be required in the Social Security’s Institute

What are the main benefits?
The on the spot procedure, which stands for "Empresa na Hora", allows the immediate incorporation of a company in a single assistance desk, in the Companies Formalities Centre (“Centros de Formalidades de Empresas”) and in the Commercial Registry Office. 
Additionally, it has the advantage of being less expensive than the standard model.
What is the procedure for the company's incorporation?

1

Preparation of the incorporation act

If shareholders are natural persons:

Taxpayer card;

Identification document (citizen's card, ID card, passport or residence permit);

Social Security Card (optional).

 

If the shareholders are legal persons: 

Company card, legal person ID card or access code for these cards; 

Shareholder minute granting powers for the company's incorporation (if applicable).

2

Choice of corporate name

You must choose a name for the company within a list of pre-approved corporate names available online or by referring to the list provided for in the assistance desk.

However, it can be chosen a name not included in the pre-approved names' list as long as a corporate name certificate is previously obtained with RNPC.

3

Choice of By-laws

A pre-approved by-laws model must be chosen from those available online or in the assistance desk.

4

Incorporation Act

Company's incorporation:

The articles of association shall be drafted in the assistance desk and the subsequently subject to commercial registry.

Immediately, you shall receive:

Articles of association;

Access code to the commercial registry certificate valid for a period of 3 months;

Access code to the company's electronic card; 

Social Security company number.

Afterwards, you shall receive:

Physical company card

5

Deposit of the company’s share capital

Shareholders are required to deposit the share capital amount (when carried out in cash) in a bank account opened in the company's name, within a maximum of 5 business days following the incorporation.

In case of a Private Company, the share capital may be deposited until the end of the company's first financial year.

Associated Costs: fees may be applied by the bank institution.

6

Chartered accountant (TOC)

Upon incorporation, you may freely appoint a TOC or chose one from those made available by the Accountants' Chamber for such purpose. In this case, the start of activity declaration can be immediately submitted online.

In case a TOC is not appointed or chosen from the Accountants Chamber, the registration of the company with the Tax Authority and submission of the start of activity declaration must be provided for within 15 days.

Overall cost

Overall cost of €360 or, in case of companies whose corporate purpose is development or research, the cost is €300.

If a pre-approved corporate name is not chosen, €75 are added resulting from the request of the certificate of admissibility of the company.

For further information, please consult http://www.empresanahora.pt

In addition to being the less costly way to incorporate a company, Empresa Online allows the incorporation of a company exclusively by indication of data and on-line submission of the relevant documents. 

1

Choice of corporate name

You must choose a name for the company within a list of pre-approved corporate names available online or by referring to the list provided for in the assistance desk.

However, it can be chosen a name not included in the pre-approved names' list as long as a corporate name certificate is previously obtained with RNPC.

2

Choice of By-laws

A pre-approved by-laws model must be chosen from those available online or in the assistance desk.

3

Online form filling

The relevant elements required for the submission of the start of activity declaration shall be filled electronically.

4

Submission Procedure

Once proceedings are initiated, the online request should be submitted within a maximum of 24 hours.

5

Company's registration

In general, the company's registration shall be performed immediately or within 2 business day, depending on which the interested chooses pre-approved by-laws and articles of incorporation or not. 

6

Certified digital signature

Access to company's online incorporation depends on obtaining a certified digital signature, which can be obtained by any person in possession of a citizen card.

 Lawyers also have this certified digital signature.

7

Deposit of the company’s share capital

The deposit of the cash contributions must be processed within 5 days as from the proof of registry of the company's incorporation is made available, in case it hasn’t been done yet.

Shareholders are required to deposit the share capital amount (when carried out in cash) in a bank account opened in the company's name, within a maximum of 5 business days following the incorporation.

In case of a Private Company, the share capital may be deposited until the end of the company's first financial year.

Associated Costs: fees may be applied by the bank institution.

8

Chartered accountant (TOC)

Upon incorporation, you may freely appoint a TOC or chose one from those made available by the Accountants' Chamber for such purpose. In this case, the start of activity declaration can be immediately submitted online.

In case a TOC is not appointed or chosen from the Accountants Chamber, the registration of the company with the Tax Authority and submission of the start of activity declaration must be provided for within 15 days.

Overall cost

Overall cost of €180 or, in case of companies whose corporate purpose is development or research, the cost is €120.

If a pre-approved corporate name is not chosen, the cost for the company's incorporation will increase to €380 or €320 in the case of companies whose corporate object is development or research.

For further information, please consult  https://bde.portaldocidadao.pt

Some commercial activities such as banking, financial services, insurance, pharmaceutical, construction, renewable energy, hotels and catering, transport, among many others, or industrial or commercial, or with some kind of environmental impact, may require compliance with additional requirements, which may vary between the need to obtain a permit prior to the company's incorporation or the compliance with the reporting obligations for statistical purposes.

For further information, please consult, namely:

Bank of Portugal (Banco de Portugal) - https://www.bportugal.pt/

Portuguese Securities Market Comission (Comissão do Mercado dos Valores Mobiliários) - http://www.cmvm.pt

Supervisory Authority for Insurance and Pension Funds (Autoridade de Supervisão de Seguros e Fundos de Pensões) - http://www.asf.com.pt

Infarmed – National Authority for Medication and Health Products (Infarmed – Autoridade Nacional do Medicamento e Produtos de Saúde I.P) - http://www.infarmed.pt

Mobility and Transports Institute (Instituto da Mobilidade e dos Transportes I.P.) - http://www.imtt.pt

Directorate General for Economic Matters (Direção Geral de Atividades Económicas) - http://www.dgae.min-economia.pt/

Portuguese Environment Agency (Agência Portuguesa do Ambiente) - http://www.apambiente.pt

Tourism of Portugal (Turismo de Portugal) - http://www.turismodeportugal.pt


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The information presented is purely indicative, with the main purpose  to provide general guidance without exempt, at any case, the consultation with the competent authorities and the use of professional advice regarding the addressed themes

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