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company formation
There are two ways of forming a commercial company in Portugal:
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The "On-the-Spot Firm" initiative makes it possible to form a private limited company, single member limited company or public limited company in just one office in a simple and very rapid manner (around 55 minutes).
Obtaining a Certificate of Admissibility beforehand is not required in the "On-the-Spot Firm" procedure.
The definitive legal person ID card, company memorandum and articles of association and extract of the entry in the company register are handed over on the incorporation of the company. The Social Security number is also immediately allocated. The Registry Office will guarantee communication to all entities that should be notified of the incorporation of the company, as well as guarantee that all subsequent procedures will be performed.
An "On-the-Spot Firm" can be formed in Company Registry Offices and / or at Company Registry desks operating in Company Official Procedures Centres (CFE).
Those using the "On-the-Spot Firm" procedure are automatically registered in a centre of arbitration and provided with a .pt internet domain.
"On-the-Spot Firm" formation procedure
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Choose one of the business names from the list of pre-approved names provided by the "On-the-Spot Firm" customer service desk. An expression indicating the company's intended object is always added to the business name.
The interested party may alternatively submit a Certificate of Admissibility issued by RNPC.
Select one of the draft memorandum and articles of association packs, approved by the Directorate-General of Registry and Notary Public Acts, available from "On-the-Spot Firm" desks. |
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| The information / documents to be submitted from each member:
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Natural Persons |
| - Taxpayer card; |
| - National ID card, passport or driver's licence; |
Legal Persons |
| - photocopy of Legal Person ID Card (NIPC); |
| - Original copy of the Extract of Entries in the Company Registry, proving all entries in force and issued less than 1 year previously; |
| - Photocopies of the national ID and taxpayer cards of the legal representatives of the company; |
| - The minutes of the resolution of the general meeting (this document may not be required; it depends on what is established in the company's articles of association); |
| - Photocopy of up-to-date deed of incorporation or memorandum and articles of association, issued by the respective Company Registry Office. |
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| The company's documents are drafted there and then, and the certificate of the company's registration, the memorandum and articles of association, legal person ID card and social security number of the company are handed over. |
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| The declaration of the commencement of trading, duly filled in and signed by the licensed accountant, can be immediately submitted on incorporation. If it is not, then it must be submitted within 15 days of the date of incorporation.
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| The deposit of the capital has to be completed within five working days of the incorporation of the company.
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| Advantages |
| - the Certificate of Admissibility is not required;
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| - the immediate receipt of the company's papers.
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Disadvantages |
| - a business name cannot be reserved; |
| - it may be impossible to find a business name to the user's liking;
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| - The standard memorandum and articles of association available are very restrictive; and
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| - Only the following company types can be formed Private limited company (Lda.), Single member limited company and Public limited company (S.A.), as long as the capital does not comprise capital contributions in kind and the company's incorporation does not require prior approval.
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| The formation of a company encompasses the following steps: |
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| The first step comprises having the prospective company's name and object approved. This is applied for using the special form for this purpose, on which three names have to be put forward, in descending order of preference. The company's object is also subject to approval. Check the name requirements and some examples of valid company objects. |
Competent authority: National Registry of Legal Persons (RNPC) |
Input: |
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Standard form no. 11, in duplicate; |
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Standard form no. 10; |
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Proof of payment of the respective fees. |
Output: |
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Business name admissibility certificate, valid for 180 days; |
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Provisional Legal Person ID Card, valid for 180 days. |
Average wait: 2 weeks for approval of a 1st application. |
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| Capital contributions in cash must be deposited in a credit institution. The paying-in of up to 70% of capital contributions in cash can be deferred as long as a final contribution date is specified or the deferred contribution is dependent on specific and established facts. Whatever the case may be, the paying-in date may not be more than 5 years after the date the memorandum of association was entered into, or more than half the specified duration of the company if the same is established for a limited period of time. |
A bank account in the name of the prospective company must be opened for this purpose and, on signing the memorandum of association, the deposit of the capital must be proven by affidavit of the members, provided with full assumption of liability.
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| A company is officially established when the memorandum of association is signed by all members and their representatives. |
The signature of all members or their representatives must be legalised in situ.
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Output: |
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Average wait: 0.5 days. |
Deadline: 3 months subsequent to the issue of the Certificate of Admissibility. |
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| The declaration of the commencement of trading, which establishes when the business started trading for tax purposes, is submitted on a specific form at the local Tax Office, and it must be signed by a licensed accountant. |
Competent authority: General Tax Directorate |
Input: |
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Form no. 1698 (INCM), in triplicate, with the relevant data regarding the licensed accountant, duly certified; |
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Provisional Legal Person ID Card; |
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Photocopy of memorandum of association. |
Output: |
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Declaration of the commencement of trading. |
Average wait: 0.5 days. |
Deadline: before trading commences or within 90 days of the issue date of the Legal Person Card. |
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| The company only possesses legal personality after it has been registered. Thus, after signing the memorandum of association, it has to be registered at the respective Company Registry Office. The Company Registry Office will require the publication of the company's articles of association in the Official Portuguese Gazette. |
| Competent authority: Company Registry Office |
| Input: |
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Standard form no. 232; |
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Legalised copy of the memorandum of association ; |
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Certificate of Admissibility of the Business Name; |
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Provisional Legal Person ID Card; |
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Declaration of the Commencement of Trading. |
| Output: |
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Company Registration Certificate. |
Average wait: 3 days. The time necessary to obtain the Registration Certificate varies from registry office to registry office (it can take from 8 days to several weeks). |
Deadline: 60 days from the date the memorandum of association entered into. |
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| Registering the company and its employees as contributors to Social Security. |
Competent authority: Regional Social Security Office |
Input: |
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Contributor ID form; |
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Legalised copy of the memorandum of association ; |
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Legal Person ID Card; |
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Minutes concerning the appointment of the members of the company's bodies established in the articles of association and a definition of their status regarding remuneration; |
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Photocopy of the National ID and Taxpayer cards of the members of the company's bodies established in the articles of association; |
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Declaration of the commencement of trading. |
Average wait: 3 days. |
Deadline: 10 days from the date of the Declaration of the commencement of trading for tax purposes. |
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| All of these steps can be implemented in a Company Official Procedures Centre or, independently, in each one of the competent public offices.
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| On concluding these steps, it may be necessary for the company to license the business activity to be undertaken.
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