Portugal Company Incorporation Procedure

The following steps must be taken in order to incorporate a Portuguese company:

  • Obtain the Certificate of Approval of the company's name from the National Registry of Collective Persons (RNPC).
  • Obtain from the RNPC the provisional identification card of a collective person.
  • Sign the deed of Incorporation or Association in the presence of a notary after the finalization of the Articles of Association.
  • File the declaration of commencement of activities with the local tax office for the area of its head office.
  • Registration at the commercial registry ("Conservatória do Registo Comercial").
  • The Memorandum of Association must be published in the official gazette "Diário da República". This is the responsibility of the "Conservatória do Registo Comercial" which must also ensure its final registration with the RNPC and its publication in a national newspaper.
  • The "Conservatória do Registo Comercial" ensures that the final registration takes place at the RNPC which then issues the final identification card of a collective person (NIPC). On average the incorporation of a Portuguese Company may be done within a period of two months.

Step-by-Step Procedure details

1. Define company's principal activity and corporate name. Shareholders wishing to incorporate a company in Portugal must apply for a corporate name certificate at the National Registry of Companies - Registo Nacional de Pessoas Colectivas

The application for a corporate name must respect the following requirements. The proposed corporate name and two other alternative corporate names must be indicated. The corporate name must reflect the activities that the company intends to perform and cannot be misleading regarding the activities it proposes to undertake. It cannot be confused with another corporate name already registered with the Registry.

All registered names benefit from the exclusivity principle in the Portuguese territory. After the approval of the corporate name the Registry will issue a certificate of registration together with a provisional tax registration card.

2. Request a Public Registry Deed establish a date for the Public Registry of the company at the Notary Office, with the following documents:

  • Certificate of company admissibility.
  • Provisional Collective Person Identification Card Number.
  • Photocopies of the respective signing entities identity papers.
  • Official Auditor report for the different asset participations.

3. Celebrate the Public Deed draw up the Articles of Incorporation and execute the company deed. These must be signed and sealed by public notary. The deed can be replaced by a private document if the company to be incorporated is owned by one person only, whose share capital is entirely paid-up in cash or in assets.

4. Declare Start of Activity once the incorporation deed has been executed, register the activity of the company at the local Tax Authorities, signed by the auditor responsible for the company accounts. Declare the start of the company's activity at the Government tax office (DGCI - Direcção-Geral dos Impostos)

5. Commercial Company Registrar Request:

  • Commercial Registry (Registo Comercial).
  • publication in the Portuguese Official Journal (Diario da Republica).
  • register at the RNPC.
  • Nacional Registry for Collective Entities.

6. The new company must also register with the regional Social Security office

7. Register the company at the Department for Trade & Competition or at the corresponding Regional Directorate of the Ministry of Economy.