Portugal - Company Incorporation Procedures

After choice of the activity or objects to be pursued, definition of the future shareholders, and choice of the appropriate legal form of company, a number of procedures must be followed for the establishment of a business in Portugal, irrespective of the type of entity chosen. These are outlined below:

  • Application requesting approval for the use of a company name and provisional tax card must be lodged with the Corporate Entities Registrar (Registo Nacional de Pessoas Colectivas).
  • The minimum share capital of the company to be set up (or a percentage of the same prescribed by law according to the form of the company, when the total capital exceeds the minimum capital required) must be deposited in a bank in an account opened in the name of the future company. This deposited share capital is retrievable once the company has been incorporated. The articles of association of the company previously drawn up must be signed by the shareholders in the presence of a Public Notary via a public deed.
  • Registration with the tax authorities must be made by lodging a declaration of start of activity with the finance Department.
  • Registration with the local Social Security office must be made within the period of one month after the start of activity.
  • The company must be registered within the period of 90 days after the date of the deed with the Commercial Registry Office (Conservat-ria do Registo Comercial) for the area in which the registered office of the company is situated. At the same time an application is forwarded by the local Registrar to the National Registry for the definitive tax contribution card to be issued.
  • Publication of the articles of association in the official gazette and in a local newspaper. This will be handled by the Commercial Registry Office.
  • The official books of the company, including the minute book, must be registered with the tax authorities and the Commercial Registry Office.

Other Procedures

When a company has foreign employees it must apply to the Ministry of Employment (MinistZrio de Emprego e Segurana Social) for registration of their contracts of work.