RE-DOMICILIATION OF A COMPANY |
A Portuguese company may transfer its head office to another country as long as the law of said country allows such re-domiciliation. The company, upon such re-domiciliation, shall keep its legal personality.
The shareholders decision must be taken by at least 75%of the votes corresponding to the share capital.
Likewise, a company from another country may transfer its head office to Portugal, if the law of said country allows such re-domiciliation, whilst maintaining its legal personality. However, this company must adapt its articles of association in order to comply with the Portuguese law.
In order to re-domicile a company to Madeira, the following documents are requested:
1) Certified copy of the respective country’s law that foresees the possibility of re-domiciling companies;
2) Certified copy of the articles of association of the company;
3) Certified copy of the certificate of registration of the company;
4) Certified copy of the resolution of the shareholders of the company with the following decisions:
a) to change its head-office to Madeira;
b) to approve the new articles of association adapted to Portuguese law;
c) to appoint the director(s).
All these documents should be legalized with the apostil of the Hague Convention.
Before preparing all these documents it is recommended that a first enquiry/pre-application is made in advance to the Portuguese authorities regarding the name approval of the company to be re-domiciled. Should the name not be approved in Portugal, then the above mentioned resolution must also mention that the company will adopt another name in Portugal.
Steps needed in order to complete the re-domiciliation:
a) To request the approval of the name and object of the company;
b) To apply for the licence for the company to operate within the scope of the International Business Centre of Madeira;
c) To register the company.
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