| Subject | Private Company | Public Company |
| Minimum required number of shareholders | 2 shareholders or 1 shareholder in case it is a SUQ | 5 shareholders or 1 shareholder, in case the sole shareholder is a company |
| Minimum required share capital | €2 or €1 in case it is a SUQ | € 50.000 |
| Shareholder's Liability | The shareholders are jointly liable for the complete payment of the share capital. Unless agreed otherwise, only the Company's assets are responsible for the company's debts. | Shareholders' liability is limited to the extent of nominal value of their shares. |
| Corporate name requirements | Use of the word "Limitada" or the abbreviation "Lda." "B&B Limitada" "B&B Lda." | Use of the expressions "Sociedade Anónima" or the abbreviation "S.A". "C&C sociedade anónima" "C&C S.A" |
| In case it is a SUQ, the expression "Sociedade Unipessoal" or the word "Unipessoal" shall also be used. "A&A Sociedade Unipessoal Lda." "A&A Unipessoal Lda." | ||
| Share Capital | Contributions in the form of services are not allowed. Cash contributions may be paid up until the end of the first financial exercise of the Company. The share capital is represented by quotas, which may have a different nominal value, equivalent to the value of the contributions of each shareholder. The information regarding the equity's ownership is public (it is set out in the company's commercial registry certificate). | Contributions in the form of services are not allowed. The payment of up to 70% of the nominal value or issue value of the cash contributions may be deferred for a maximum of 5 years. The share capital is represented by shares, with equal nominal value or without nominal value. The shares may be certificated shares (represented by paper-based documents called share certificates), book-entry shares (represented by a book-entry), bearer shares (without the indication of the holder) or nominative shares (with indication of the holder). |
| Share Capital Assignment | The transfer of quotas is often subject to the company’s consent and shall be carried out in writing, being subject to registration before the Commercial Registry Office. | In general terms, the assignment of shares may be made verbally, following either the delivery of the share certificates which represent the assigned shares (in case of bearer shares), the endorsement of the share certificates and register request with the issuer (in case of certificated nominative shares) or the registration in the acquirer's account (in case of book-entry shares). |
| Management | Managers Natural persons who may or not be shareholders of the company, resident or not in Portugal, with or without receiving remuneration. | Sole Director / Board of Directors Natural or legal persons, who may or not be shareholders of the company, resident or not in Portugal, with or without receiving remuneration. |
| Supervision | Generally it is not mandatory to appoint a supervisory body. However, in some cases the appointment of a statutory auditor to audit the company's accounts may be mandatory. | Statutory auditor (considering the most commonly used model), who shall be an auditor or an audit firm (both the effective and alternate shall be appointed). |
| Company's accounts | The company's financial statements shall be submitted to the approval of the general shareholders' meeting within 3 months after the ending of the corresponding financial year. After the approving resolution, the company shall register the accounts through the Simplified Corporate Information (Informação Empresarial Simplificada or IES) up to the 15th day of the 7th month after the ending of the corresponding financial exercise (15th of July in case of companies with a financial year ending on the 31st of December). The register is made by deposit of the information set out in the following documents: Minutes of accounts approval and distribution of results; Balance sheet, profit and loss account and respective annexes; Legal Accounts Certificate; Statutory body's opinion, if applicable. The process is completely computerized. For further information, please consult http://www.ies.gov.pt/ | |
| Profits and Reserves | Unless stipulated otherwise on the company's by-laws or by a resolution of a majority of 3/4 of the votes representative of the share capital, it shall be distributed 50% of the distributable annual profits. The constitution of a legal reserve is mandatory. The legal reserve consists on retaining 5% of the profits until the aggregate reserve equals 20% of the company's share capital (in Private Companies the reserve can never be less than € 2,500). The constitution of a legal reserve doesn't mean that the amount in cash has to be captive on an account, but rather that a certain percentage of the profits cannot be distributed. | |
-
A natural person can only be shareholder of one SUQ.
-
A SUQ cannot be the shareholder of a private company.
- The innovation and creation of new products and services can be protected by patent or utility model;
- The own shape or appearance of the products can be protected through industrial designs;
- The companies and economic agents in general can obtain licenses of exploitation of products or processes patented by other companies;
- The companies and economic agents can grant licenses of exploitation on patents, utility models and industrial designs, which they hold;
- They can also use the information about the innovation that is protected, namely by patents, to investigate and invest in the creation of new products and processes;
- The companies and economic agents can still use the products and processes protected by patents, utility models and industrial designs in the meantime fallen in the public domain.
| "Marca na Hora" | What is? A special regime, called “Marca na Hora”, was created to allow the acquisition of a trademark from a list of pre-approved and pre-registered trademarks in the name of the Portuguese State, equivalent to the chosen company’s name. Said acquisition can occur at the time of the incorporation of the company through “Empresa na Hora”. Trademark and corresponding company name can be adopted immediately, or just the trademark, via on-line or in a single counter. |
| How to apply for the registration? The application can be filed on-line or in person. | |
| I want to obtain "Marca na Hora" without incorporating a company through "Empresa na Hora" For the registration of "Marca na Hora" there is no obligation to incorporate a company through “Empresa na Hora”. | |
| Administrative Fees On-line - € 100.00 Counter - € 200.00 Additional class - € 44.00 |
| Logotype | What is? Appropriate sign to identify an entity providing services or marketing products, distinguishing it from the other, and may be used, namely, in establishments, advertising, forms and correspondence. It is the way by which a particular entity seeks to be known by the public. |
| How to apply for the registration? The application can be filed on-line or in person. | |
| What is the procedure to be followed? Application for registration (on-line or in person); Payment of the respective fees; Formal examination and publication on-line in the Bulletin of Industrial Property; Term for filing oppositions by whoever feels they would be prejudiced if the registration in question is granted. Substantial examination; Final decision. | |
| Administrative Fees On-line - € 123.67 Paper - € 247.34 |
| Patent and Utility Model | Patent | Utility model |
| What are they? They are exclusive rights that are obtained on inventions (new solutions to specific technical problems). It is a contract concluded between the State and the applicant through which the latter obtains an exclusive right to produce and market an invention. In return the applicant has the public disclosure of the invention. | ||
| Type of protected inventions Patents may be obtained for any inventions, be they products or processes, in all fields of technology, as well as for new processes for obtaining known products, substances or compositions. It is not possible to obtain protection for inventions involving biological material or chemical or pharmaceutical substances or processes. | ||
| Advantages of the Utility Model in relation to the Patent Administrative procedure more simplified and accelerated. Possibility to request an application without substantial examination. Possibility of paying only the application fee and delay, or even not paying, the examination fee (usually more expensive). | ||
| Disadvantages of the Utility Model in relation to the Patent Exclusion of inventions involving biological material or chemical or pharmaceutical substances or processes. | ||
| Time for granting 21 months
9 months | ||
| Administrative Fees On-line - € 104.50 Paper - € 209.00 Examination On-line - € 78.38 Paper - € 156.75 | ||
|
| 1 year | 3 years | 5 years |
| ".com.pt" e ".org.pt" | € 15.00 | € 35.00 | € 50.00 |
| Outras hierarquias (".pt") | € 22.00 | € 45.00 | € 65.00 |
| Arbitration | What is it? The parties, through an agreement (arbitration convention), submit the dispute’s decision to arbitrators chosen by them, as long as the dispute is not exclusively attributed to the judicial court or to necessary arbitration and it is related with rights of patrimonial nature. How long is the duration of the process? Unless otherwise agreed, the process has a duration not exceeding 12 months. What is the value of the award of the Arbitral Tribunal? It has the same value of a judicial decision and, in case of failure to comply with by one of the parties, it can serve as a basis of an enforcement in a first instance court. |
| Mediation | What is it? The parties, assisted by an impartial third party (the mediator), work towards reaching an agreement to solve the dispute. The mediator does not have decision-making power and therefore does not impose resolution or decision. The mediator simply guides the parties, helping them in establishing the necessary communication so that they can find in themselves the basis of the agreement that will put an end to the conflict. Therefore, the parties are responsible for the decisions that they make with the help of the mediator. How long is the duration of the process? On average, lasts 3 months. |
| Justices of the Peace | What is it? They are Courts with jurisdiction to resolve disputes, exclusively civil, in causes whose value does not exceed € 15.000,00 and not involving matter of family law, inheritance law and employment law. The procedural requirements are simplified and the parties might even submit briefs orally. How long is the duration of the process? On average, lasts 3 months. What is the value of a decision of the Justices of the Peace? It has the same value of a first instance court’s award. Regarding appeals, the decisions in cases which the amount exceeds € 2.500,00 can be challenged by mean of appeal. |
Content by:
