How to start a company in Portugal
Portugal, thanks to its strategic geographical position, advantageous taxation and growing GDP, can be an attractive destination for Italian entrepreneurs interested in starting a company abroad. In fact, in the Portuguese state, you can open a company of any type quickly and easily.
In Portugal there are separate types of companies that can be established, including:
Limited Liability Company;
Individual limited liability company.
If you are planning to open a business using the structure of the company together with other people,there are two main types of company, a joint-stock companies (“Sociedades Anónimas” - SA) and joint-stock companies (“Sociedades por Quotas” - LDA).
The regulatory and legal structure for a Portuguese company is contained in the Code of Commercial Companies "Código das Sociedades Comerciais" – (CSC).
Requirements for opening a company in Portugal
To start a business in Portugal you need to apply for a visa for immigrant entrepreneurs (called D2) and submit a detailed business plan to a Portuguese Consulate in Italy.
There is the possibility of obtaining a startup visa. In order to do so you must request a residence permit and then open a Portuguese current account in your chosen bank.
Once this is done, you will need to present an identity card together with a tax code to Empresa Na Hora, which will register the company.
The bureaucratic process for opening the company is similar to the Italian one and requires the following steps:
- The deed of incorporation of the company;
- Payment of the membership fee;
- The certificate of eligibility;
- The NIF; which consists of the Portuguese tax identification number;
- Business registration;
- Registration with social security;
- The declaration of the start of business;
- Ll NIB; ie the bank number.
Requirements for opening either a LDA or a SA
Regarding the establishment of a limited liability (LDA) or joint stock (SA) commercial company, the following operational steps must be followed:
Approval of the corporate name and corporate purpose: the name and corporate purpose of the company intended to be established must be approved by the National Register of Legal Entities ("Registo Nacional de Pessoas Colectivas" - RNPC).
Deposit of the share capital: the share capital must be deposited in Portugal, at a bank that will have to issue a document demonstrating the amount received, or by a declaration in which the shareholders, upon incorporation, certify the deposit of the capital social.
Deed of incorporation of the company: the incorporation of the company is done through a private agreement signed by the shareholders and authenticated by a notary or a lawyer, unless the form of a public deed is required for the transfer of assets to the company. The deed of incorporation of the company must provide for the adoption of the statute and also the elective system of the corporate bodies.
Registration and advertising
The company must be registered with the "Conservatória do Registo Comercial" (the business register) within 60 days of incorporation. Once registered, a specific certification relating to the company will be issued, certifying its constituent elements.
In addition, in 2018, a bilingual Commercial Register was established to allow anyone interested to access the information contained in the Register electronically, also in English.
Once the registration phase has been completed, the Conservatória will proceed with the official publication on the website http://publicacoes.mj.pt/.
The actual beneficiaries must be identified in the company's registration deed.
On this point the Portuguese law is not clear who they are, but in practice it is advisable to identify all the people who have direct or indirect holdings of at least 25% of the company's capital, including shareholders with voting rights.
Alternatively, in the event that it is not possible to identify the persons, or there is no person who has control of at least 25% of the capital or voting rights, the persons who are part of the corporate bodies of the companies and who have shares in the same should be identified.
The company and the members of the corporate bodies must register with the Tax Agency ("Serviço de Finanças") and the Social Security Institute ("Segurança Social").