Incorporation of Companies
The incorporation of commercial companies in Portugal is regulated in the Commercial Companies Code, and there is also a set of specific legislation that regulates the legal regime of some specific commercial companies.
First, it is necessary to decide what type of company should be adopted, the most common structures being the "Sociedade Anónima" or "Sociedade por Quotas", there may also be a so-called "Sociedade Unipessoal por Quotas", in case there is only one partner, which may be a legal person.
With regard to management and supervision, in the case of "Sociedades Anónimas", there are several structures, the most common being for unlisted companies, a board of directors (or single director if the share capital does not exceed 200,000.00) and a supervisory board (or single auditor, normally ROC), and a supervisory board is mandatory whenever, for 2 consecutive years, two of the following three limits are exceeded: Balance sheet total greater than 100,000,000.00; income above 150,000,000.00; average number of workers during the year above 150.
In the case of "Sociedades por Quotas", management is assumed by "Gerência", which may be composed of one or more managers. A supervisory body or the appointment of a Statutory Auditor is only necessary if, during 2 consecutive years, two of the following three limits are exceeded: Balance sheet total greater than 1,500,000.00; income above 3,000,000.00; average number of workers during the year above 50.
Simplified regime for the incorporation of companies
The incorporation of companies in Portugal has been greatly simplified through the so-called “Simplex” program, and it is possible to set up a company at any commercial registry office through “Empresa na Hora” or at a Lawyers office through “Empresa Online”, this is of course without prejudice to always being able to follow the traditional method of incorporation of companies.
"Empresa na Hora"
It is possible to establish a company quickly (approximately one hour), with all procedures carried out at any of the "Empresa na Hora" branches on the spot available in various parts of the country, regardless of the location of the company's headquarters, being it is still possible to obtain a pre-approved trademark with the same company name.
To set up the company, it is necessary to choose from the list of pre-approved company names, available on the Internet on the Empresa na Hora website or directly at one of the Empresa na Hora service desks, a company name. It is also possible to choose a company name not included in the list of pre-approved designations, but it is necessary to obtain a certificate of admissibility from the company beforehand from the National Register of Legal Entities.
Subsequently, one of the pre-approved models of bylaws, available in the same places, must be chosen, and then you only have to appear in person at one of the existing Service Desks for the purpose, accompanied by an identification document and taxpayer card (for individuals) or card of taxpayer of the legal person, permanent certificate and document that confers the powers of representation (in the case of corporate members).
After choosing the articles of association, they must be executed immediately and the commercial registration is concluded. The partners immediately receive the access code to the permanent certificate of commercial registration, the NISS and a certified version of the company's articles of association.
As a general rule, the partners must deposit the share capital within 5 days after the incorporation of the company, with regard to "Sociedades por Quotas" and "Sociedades Unipessoais por Quotas", the partners may declare in the constitution that the contributions in cash will be deposited in a bank account opened in the name of the new company until the end of the first financial year.
Finally, the company must be registered for tax purposes upon presentation of the declaration of commencement of activity, which can be delivered to the "Empresa na Hora" on the spot if it is signed by the Certified Accountant, otherwise, it must be presented at a Tax Authority Services within 15 days after the incorporation of the company.
"Empresa Online"
The online incorporation of "Sociedades Anónimas" or "Sociedades por Quotas" (except European limited companies and companies whose capital is paid up with entries of immovable property) is carried out through the "Portal da Empresa", and the registration of the company is carried out immediately (in the case of the company adopts a model of bylaws pre-approved by the RNPC) or within a maximum period of 2 working days (in case the participants agree on a different version of the bylaws, which must be submitted by one of the participants).
Access to the Online Company creation service implies the use of a computer with an Internet connection and the use of digital certification. The other steps to be followed are in every way similars to the establishment of the "Empresa na Hora".
First, it is necessary to decide what type of company should be adopted, the most common structures being the "Sociedade Anónima" or "Sociedade por Quotas", there may also be a so-called "Sociedade Unipessoal por Quotas", in case there is only one partner, which may be a legal person.
| SOCIEDADE ANÓNIMA | SOCIEDADE POR QUOTAS | |
| Minimum number of equity participants | Five (one if a legal person) | Two (one in the case of "Sociedade Unipessoal") |
| Minimum Share Capital | 50.000,00€ | €2.00 (one euro for each partner, in the case of a "Sociedade Unipessoal" the minimum capital is €1.00) |
| Liability | The liability of shareholders is limited to the value of the subscribed capital | The partners' liability is limited to the realization of the share capital. |
With regard to management and supervision, in the case of "Sociedades Anónimas", there are several structures, the most common being for unlisted companies, a board of directors (or single director if the share capital does not exceed 200,000.00) and a supervisory board (or single auditor, normally ROC), and a supervisory board is mandatory whenever, for 2 consecutive years, two of the following three limits are exceeded: Balance sheet total greater than 100,000,000.00; income above 150,000,000.00; average number of workers during the year above 150.
In the case of "Sociedades por Quotas", management is assumed by "Gerência", which may be composed of one or more managers. A supervisory body or the appointment of a Statutory Auditor is only necessary if, during 2 consecutive years, two of the following three limits are exceeded: Balance sheet total greater than 1,500,000.00; income above 3,000,000.00; average number of workers during the year above 50.
Simplified regime for the incorporation of companies
The incorporation of companies in Portugal has been greatly simplified through the so-called “Simplex” program, and it is possible to set up a company at any commercial registry office through “Empresa na Hora” or at a Lawyers office through “Empresa Online”, this is of course without prejudice to always being able to follow the traditional method of incorporation of companies.
"Empresa na Hora"
It is possible to establish a company quickly (approximately one hour), with all procedures carried out at any of the "Empresa na Hora" branches on the spot available in various parts of the country, regardless of the location of the company's headquarters, being it is still possible to obtain a pre-approved trademark with the same company name.
To set up the company, it is necessary to choose from the list of pre-approved company names, available on the Internet on the Empresa na Hora website or directly at one of the Empresa na Hora service desks, a company name. It is also possible to choose a company name not included in the list of pre-approved designations, but it is necessary to obtain a certificate of admissibility from the company beforehand from the National Register of Legal Entities.
Subsequently, one of the pre-approved models of bylaws, available in the same places, must be chosen, and then you only have to appear in person at one of the existing Service Desks for the purpose, accompanied by an identification document and taxpayer card (for individuals) or card of taxpayer of the legal person, permanent certificate and document that confers the powers of representation (in the case of corporate members).
After choosing the articles of association, they must be executed immediately and the commercial registration is concluded. The partners immediately receive the access code to the permanent certificate of commercial registration, the NISS and a certified version of the company's articles of association.
As a general rule, the partners must deposit the share capital within 5 days after the incorporation of the company, with regard to "Sociedades por Quotas" and "Sociedades Unipessoais por Quotas", the partners may declare in the constitution that the contributions in cash will be deposited in a bank account opened in the name of the new company until the end of the first financial year.
Finally, the company must be registered for tax purposes upon presentation of the declaration of commencement of activity, which can be delivered to the "Empresa na Hora" on the spot if it is signed by the Certified Accountant, otherwise, it must be presented at a Tax Authority Services within 15 days after the incorporation of the company.
"Empresa Online"
The online incorporation of "Sociedades Anónimas" or "Sociedades por Quotas" (except European limited companies and companies whose capital is paid up with entries of immovable property) is carried out through the "Portal da Empresa", and the registration of the company is carried out immediately (in the case of the company adopts a model of bylaws pre-approved by the RNPC) or within a maximum period of 2 working days (in case the participants agree on a different version of the bylaws, which must be submitted by one of the participants).
Access to the Online Company creation service implies the use of a computer with an Internet connection and the use of digital certification. The other steps to be followed are in every way similars to the establishment of the "Empresa na Hora".
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