Portugal Sociedad por Quotas (Lda) Company Formation
Sociedad por Quotas (Lda) are equivalent to Private Limited Companies in other jurisdictions and they are the most popular vehicles for local and foreign investors to conduct business in Portugal,
There are no restrictions on the percentage of foreign ownership allowed in a Portuguese company and it is possible to incorporate a company which is totally owned by non-residents whether corporate or individual.
A company can be formed by a single person who can be both the sole director and the sole shareholder. If this is the case, the company needs to include the word 'unipessoal' in its title.
All names must be approved by the National Registry of Companies and three names must be proposed for approval, with the Registry deciding at its discretion the most appropriate name. The corporate name must reflect the companies proposed activities. Once the name is approved the Registry will issue a certificate of registration along with a provisional tax registration card.
All companies require a registered office in Portugal where official letters may be sent and where tax forms are executed and where all financial and reporting documents such as accounting records and company registers must be kept. As part of our incorporation package we can provide a registered office in Portugal.
Only one director is required and there are no nationality or residency restrictions. Company registers must be kept at the registered office but director registers are not available for public inspection.>
Only one shareholder is required for a company in Portugal and this person may also be the director. There is no maximum number of shareholders and no restriction on the nationality and residency of the shareholder. Shareholders may be individuals or corporate bodies.
The minimum share capital is €5000 and this must be paid upon incorporation. A reserve is required with the purpose of absorbing any losses and 5% of profits must be added to this reserve each year.
Annual financial statements must be filed via the internet to the Finance Ministry by the end of June for the previous reporting year. Auditing is not required if the company does not exceed a certain size.
Typically it takes two weeks to fully incorporate a company in Portugal.
Proof of Identity
As part of our due diligence we require proof of identity in the form of a passport copy for all directors and shareholders of the company.
Although not a requirement, it is highly recommended to travel to Portugal to incorporate for the purposes of notarising incorporation documents, presenting identification of the company members and opening a corporate bank account.