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PORTUGAL
Types of Companies in Portugal
Sole proprietor
The sole proprietorship legal form has the following characteristics:
- It is held by a single individual or natural person.
- The business name or trade name must consist of the individual entrepreneur's full or abbreviated civil name and may or may not include an expression alluding to their business or the way in which they intend to publicize their company in the business environment.
- Employment and Economic Development Offices (TE Offices)
- Individual entrepreneurs who do not engage in commercial activity, but who have a profitable economic activity, may have a name or expression that refers to the branch of activity.
- There is no compulsory minimum amount of share capital.
- There is no separation between the personal assets and the business assets, so the entrepreneur's own assets are allocated to the operation of the economic activity.
- Liability is unlimited, and the entrepreneur is liable for debts incurred during the activity with all the assets that make up their estate.
In order to create this legal form of company, you must take the following steps:1. Fill in a declaration of commencement of activity at a local office or via the tax portal2. Register with social security
Limited Liability Individual Establishment
The company created with the legal status of an Individual Limited Liability Establishment (E.I.R.L.) has the following characteristics:
- It is titled by a single individual or natural person.
- The business name must consist of the entrepreneur's civil number, in full or abbreviated.
This name may or may not be supplemented by a reference to the branch of activity, plus the obligatory advance Individual Limited Liability Establishment (E. I. R. L.).
The share capital cannot be less than €5,000 and can be paid up in cash, things or rights that can be seized. However, the cash portion cannot be less than 2/3 of the minimum capital.
- There is a separation between the entrepreneur's personal assets and the assets allocated to the company, so the entrepreneur's own assets are not allocated to the operation of the economic activity.
- Only the assets allocated to the business are liable for debts resulting from the business. In the event of the entrepreneur's bankruptcy, and if it is proven that there was not a total separation of assets, the bankrupt will be liable for the debts incurred with all their assets. In order to set up this legal form of company, you should go to the service desks of the Institute of Registration and Notaries.
Private Limited Company
A sole shareholder company has the following characteristics:
- It has a single shareholder who holds all the capital.
- The amount of the share capital is freely fixed in the articles of association, corresponding to the sum of the shares subscribed by the partners.
- The business name of these companies must be formed by the expression "Sociedade Unipessoal" or the word "Unipessoal" before the word "Limitada" or the abbreviation "Lda".
This type of company can be created by Online Company or in person at the Company on the Spot.
General Partnership
A company set up under the Sociedade em Nome Coletivo legal status has the following characteristics:
- There is no compulsory minimum amount for share capital, as the partners are unlimitedly liable for the company's social obligations.
- The company name can be composed of the full or abbreviated name, surname or business name of all, some or at least one of the partners, followed by the obligatory addition in full "e Companhia", abbreviated and "Cia" or any other that indicates the existence of more partners, namely "e Irmãos".
- It is a company with unlimited liability in which the partners are liable without limitation and in the alternative in relation to the company and jointly and severally with each other. This type of company can be created by empresa online or in person at the Empresa na Hora.
Private limited companies
The company created with the legal status of a Limited Liability Company has the following characteristics:
- It has more than one shareholder.
- The amount of share capital is freely fixed in the articles of association, corresponding to the sum of the shares subscribed by the partners.
- The name of these companies can be composed of the full or abbreviated name of all the partners, an expression alluding to the branch of activity or a combination of both above, followed by the obligatory advance "Limitada", in full or abbreviated "Lda".
- The liability of the partners is limited to the share capital. Only the company's assets are liable to creditors for the company's debts.
- The articles of association may establish that one or more shareholders, in addition to being liable to the company, are also liable to the company's creditors up to a certain amount.
This type of company can be created by empresa online or in person at the Empresa na Hora.
Public limited company
The legal form of a public limited company has the following characteristics:
- It requires at least 5 partners, usually known as shareholders, although it is possible to set up a public limited company by a single partner as long as this partner is a company.- The share capital must be at least €50,000, which will be divided into shares of equal nominal value.
- The liability of the partners, or shareholders, is limited to the value of the shares they have subscribed to.
- The company name may be composed of at least some or all of the partners, a particular name or a combination of the two, and must be followed by the advance "Sociedade Anónima" in full or abbreviated "SA".
This type of company can be created by empresa online or in person at the Empresa na Hora.
Source: Choosing the legal form of your business - ePortugal.gov.pt
SOCIAL HEADQUARTERS
Define the registered office, which will be the premises where the company will operate, with the exception of activities that do not have physical premises.
CORPORATE PURPOSE
The corporate purpose will define the activities that the company will develop after it has been incorporated, and should be as clear as possible, and in its definition, it should focus on the activities that the company will develop.
CAE ́S
When registering a company, you must select the CAE code(s) relating to the activities and/or services you are going to provide. The PPA establishes the economic activities that may be pursued by economic agents, and for this purpose it shall consult the CAE-REV 3 List.
Source: www.ine.pt
PARTNERS
There is no legal impediment to the participation of foreign citizens in the incorporation of companies in Portugal. However, there is a prerequisite that is embodied in the legal requirement of ownership, at the date of incorporation of the company, of a NIF issued by the Portuguese Tax Office.
Individuals and legal entities that do not have residence in the European Union must have a tax representative in Portugal.
Company Creation
CERTIFICATE OF ADMISSIBILITY
Before registering a business name or denomination, you need to request a certificate that guarantees that you can use that designation. To choose a designation or opt for an existing one, see IRN > Rules on the composition of certified firms and denominations (justica.gov.pt)
The certificate of admissibility is valid for three months and there are several situations in which the presentation of the certificate is mandatory.
It is mandatory to present to:
- Create a Commercial Company
- Change your name
- Change headquarters to another municipality
- Change the activities to which it is dedicated (corporate purpose)
The certificate contains the identification of the identity that the company or name wants to use, its registered office, legal status and the activities to which the entity is engaged.
The certificate of admissibility of a business name or denomination can be requested online, in person or by mail.
ARTICLES OF ASSOCIATION
Consult "Empresa na Hora" and choose from the lists of pre-approved social pacts. It is in this that the rules, partners, the value of the quotas, headquarters, activity, share capital, among other rules, are defined.
Empresa na Hora - Pactos | Justiça.gov.pt (justica.gov.pt)
The trademark registration can be carried out at the National Institute of Intellectual Property, and confers the right of ownership and the exclusive use of the trademark for the products and services to which it will be dedicated.
National Institute of Industrial Property | Justiça.gov.pt (justica.gov.pt)
ASSOCIATED COSTS:
Instant Company:
The cost of creating a company on the Spot varies depending on the elements you decide to add to the creation request.
- Standard Order - €360
- With a brand associated with a class of goods or services - €200
- Additional class - €44
Certificate of Admissibility:
If you wish to register the business name or denomination without using a pre-approved list, you will need to apply for a certificate of admissibility
- Normal order - €75
- Urgent order - €150
Real Estate
In companies with real estate entry that have to be registered
- Per Property - €50
Shareholdings:
in companies with entries of shares that have to be registered
- Per quota - €50
Post-creation Procedures
DEPOSIT OF SHARE CAPITAL
After the incorporation of the company and except in the case of approval of the contributions, you have 5 days to deposit the amount of the share capital in the account in the name of the company.
HOME ACTIVITIES IN FINANCE
After the incorporation of the company, you have 15 days to submit to the tax office the declaration of Commencement of Activity, which must be signed by the certified accountant.
BEGINNING OF SOCIAL SECURITY ACTIVITIES
After the incorporation of the company, it has 10 days to submit to Social Security, the classification of the managing partners through the form Mod.RV1011-DGSS and the minutes with this resolution at the General Meeting
BENEFICIAL OWNERSHIP REGISTRATION
After the incorporation of the company, you have 30 days to request the RCBE.
Beneficial Ownership Registration | Justiça.gov.pt (justica.gov.pt)
BANK ACCOUNT OPENING
After the incorporation of the company and after the RCBE, you must open the company's bank account to obtain proof of IBAN.
Other Procedures
LICENSES
Licences may be required to commence the operation of an establishment on a primary or secondary basis. The Zero Licensing and Industrial Licensing measures will simplify these same processes.
COMPLAINTS BOOK
The provision of a physical and online complaints book is mandatory for all suppliers of goods or services or service providers who have contact with the general public.
MINUTE BOOK
After the conclusion of the commercial registration of the incorporation, the company must open the minute books in which the minutes of the resolutions of the general meeting and the other corporate bodies will be transcribed.
Your Turn
Find detailed information on how to start a business in your area
Types of Companies in Portugal
Sole proprietor
The sole proprietorship legal form has the following characteristics:
- It is held by a single individual or natural person.
- The business name or trade name must consist of the individual entrepreneur's full or abbreviated civil name and may or may not include an expression alluding to their business or the way in which they intend to publicize their company in the business environment.
- Employment and Economic Development Offices (TE Offices)
- Individual entrepreneurs who do not engage in commercial activity, but who have a profitable economic activity, may have a name or expression that refers to the branch of activity.
- There is no compulsory minimum amount of share capital.
- There is no separation between the personal assets and the business assets, so the entrepreneur's own assets are allocated to the operation of the economic activity.
- Liability is unlimited, and the entrepreneur is liable for debts incurred during the activity with all the assets that make up their estate.
In order to create this legal form of company, you must take the following steps:1. Fill in a declaration of commencement of activity at a local office or via the tax portal2. Register with social security
Limited Liability Individual Establishment
The company created with the legal status of an Individual Limited Liability Establishment (E.I.R.L.) has the following characteristics:
- It is titled by a single individual or natural person.
- The business name must consist of the entrepreneur's civil number, in full or abbreviated.
This name may or may not be supplemented by a reference to the branch of activity, plus the obligatory advance Individual Limited Liability Establishment (E. I. R. L.).
The share capital cannot be less than €5,000 and can be paid up in cash, things or rights that can be seized. However, the cash portion cannot be less than 2/3 of the minimum capital.
- There is a separation between the entrepreneur's personal assets and the assets allocated to the company, so the entrepreneur's own assets are not allocated to the operation of the economic activity.
- Only the assets allocated to the business are liable for debts resulting from the business. In the event of the entrepreneur's bankruptcy, and if it is proven that there was not a total separation of assets, the bankrupt will be liable for the debts incurred with all their assets. In order to set up this legal form of company, you should go to the service desks of the Institute of Registration and Notaries.
Private Limited Company
A sole shareholder company has the following characteristics:
- It has a single shareholder who holds all the capital.
- The amount of the share capital is freely fixed in the articles of association, corresponding to the sum of the shares subscribed by the partners.
- The business name of these companies must be formed by the expression "Sociedade Unipessoal" or the word "Unipessoal" before the word "Limitada" or the abbreviation "Lda".
This type of company can be created by Online Company or in person at the Company on the Spot.
General Partnership
A company set up under the Sociedade em Nome Coletivo legal status has the following characteristics:
- There is no compulsory minimum amount for share capital, as the partners are unlimitedly liable for the company's social obligations.
- The company name can be composed of the full or abbreviated name, surname or business name of all, some or at least one of the partners, followed by the obligatory addition in full "e Companhia", abbreviated and "Cia" or any other that indicates the existence of more partners, namely "e Irmãos".
- It is a company with unlimited liability in which the partners are liable without limitation and in the alternative in relation to the company and jointly and severally with each other. This type of company can be created by empresa online or in person at the Empresa na Hora.
Private limited companies
The company created with the legal status of a Limited Liability Company has the following characteristics:
- It has more than one shareholder.
- The amount of share capital is freely fixed in the articles of association, corresponding to the sum of the shares subscribed by the partners.
- The name of these companies can be composed of the full or abbreviated name of all the partners, an expression alluding to the branch of activity or a combination of both above, followed by the obligatory advance "Limitada", in full or abbreviated "Lda".
- The liability of the partners is limited to the share capital. Only the company's assets are liable to creditors for the company's debts.
- The articles of association may establish that one or more shareholders, in addition to being liable to the company, are also liable to the company's creditors up to a certain amount.
This type of company can be created by empresa online or in person at the Empresa na Hora.
Public limited company
The legal form of a public limited company has the following characteristics:
- It requires at least 5 partners, usually known as shareholders, although it is possible to set up a public limited company by a single partner as long as this partner is a company.- The share capital must be at least €50,000, which will be divided into shares of equal nominal value.
- The liability of the partners, or shareholders, is limited to the value of the shares they have subscribed to.
- The company name may be composed of at least some or all of the partners, a particular name or a combination of the two, and must be followed by the advance "Sociedade Anónima" in full or abbreviated "SA".
This type of company can be created by empresa online or in person at the Empresa na Hora.
Source: Choosing the legal form of your business - ePortugal.gov.pt
SOCIAL HEADQUARTERS
Define the registered office, which will be the premises where the company will operate, with the exception of activities that do not have physical premises.
CORPORATE PURPOSE
The corporate purpose will define the activities that the company will develop after it has been incorporated, and should be as clear as possible, and in its definition, it should focus on the activities that the company will develop.
CAE ́S
When registering a company, you must select the CAE code(s) relating to the activities and/or services you are going to provide. The PPA establishes the economic activities that may be pursued by economic agents, and for this purpose it shall consult the CAE-REV 3 List.
Source: www.ine.pt
PARTNERS
There is no legal impediment to the participation of foreign citizens in the incorporation of companies in Portugal. However, there is a prerequisite that is embodied in the legal requirement of ownership, at the date of incorporation of the company, of a NIF issued by the Portuguese Tax Office.
Individuals and legal entities that do not have residence in the European Union must have a tax representative in Portugal.
Company Creation
CERTIFICATE OF ADMISSIBILITY
Before registering a business name or denomination, you need to request a certificate that guarantees that you can use that designation. To choose a designation or opt for an existing one, see IRN > Rules on the composition of certified firms and denominations (justica.gov.pt)
The certificate of admissibility is valid for three months and there are several situations in which the presentation of the certificate is mandatory.
It is mandatory to present to:
- Create a Commercial Company
- Change your name
- Change headquarters to another municipality
- Change the activities to which it is dedicated (corporate purpose)
The certificate contains the identification of the identity that the company or name wants to use, its registered office, legal status and the activities to which the entity is engaged.
The certificate of admissibility of a business name or denomination can be requested online, in person or by mail.
ARTICLES OF ASSOCIATION
Consult "Empresa na Hora" and choose from the lists of pre-approved social pacts. It is in this that the rules, partners, the value of the quotas, headquarters, activity, share capital, among other rules, are defined.
Empresa na Hora - Pactos | Justiça.gov.pt (justica.gov.pt)
The trademark registration can be carried out at the National Institute of Intellectual Property, and confers the right of ownership and the exclusive use of the trademark for the products and services to which it will be dedicated.
National Institute of Industrial Property | Justiça.gov.pt (justica.gov.pt)
ASSOCIATED COSTS:
Instant Company:
The cost of creating a company on the Spot varies depending on the elements you decide to add to the creation request.
- Standard Order - €360
- With a brand associated with a class of goods or services - €200
- Additional class - €44
Certificate of Admissibility:
If you wish to register the business name or denomination without using a pre-approved list, you will need to apply for a certificate of admissibility
- Normal order - €75
- Urgent order - €150
Real Estate
In companies with real estate entry that have to be registered
- Per Property - €50
Shareholdings:
in companies with entries of shares that have to be registered
- Per quota - €50
Post-creation Procedures
DEPOSIT OF SHARE CAPITAL
After the incorporation of the company and except in the case of approval of the contributions, you have 5 days to deposit the amount of the share capital in the account in the name of the company.
HOME ACTIVITIES IN FINANCE
After the incorporation of the company, you have 15 days to submit to the tax office the declaration of Commencement of Activity, which must be signed by the certified accountant.
BEGINNING OF SOCIAL SECURITY ACTIVITIES
After the incorporation of the company, it has 10 days to submit to Social Security, the classification of the managing partners through the form Mod.RV1011-DGSS and the minutes with this resolution at the General Meeting
BENEFICIAL OWNERSHIP REGISTRATION
After the incorporation of the company, you have 30 days to request the RCBE.
Beneficial Ownership Registration | Justiça.gov.pt (justica.gov.pt)
BANK ACCOUNT OPENING
After the incorporation of the company and after the RCBE, you must open the company's bank account to obtain proof of IBAN.
Other Procedures
LICENSES
Licences may be required to commence the operation of an establishment on a primary or secondary basis. The Zero Licensing and Industrial Licensing measures will simplify these same processes.
COMPLAINTS BOOK
The provision of a physical and online complaints book is mandatory for all suppliers of goods or services or service providers who have contact with the general public.
MINUTE BOOK
After the conclusion of the commercial registration of the incorporation, the company must open the minute books in which the minutes of the resolutions of the general meeting and the other corporate bodies will be transcribed.
