If you are looking for an English-speaking chartered accountant based in Portugal (Lisbon) to assist you in business creation, company takeovers, accounting, taxation, HR accounting or setting up your company in Portugal, please complete the form below.
By validating the form, you give your authorization for the transmission of your informations to this chartered accountant who will contact you as soon as possible.
The Programme for Administrative and Legislative Simplification Simplex was created in Portugal with the aim of simplifying regulatory procedures and associated public administration practices in order to reduce the bureaucratic burden on citizens and business activities. In the context of business start-ups in Portugal, the Simplex measures apply to:
- Empresa Na hora: special scheme for the creation of Portuguese companies quickly
- Online company: incorporation of companies via the Internet
Business creation in Portugal in one hour
Decree-Law No 111/2005, of 8 July, approved the Instant Company regime, which allows the creation of a company in less than one hour, with all the procedures carried out in any of the Empresa Na Hora branches available at different locations in Portugal, regardless of the location of the company’s registered office to be created. This regime also allows for a pre-approved mark similar to the company’s mark to be obtained during the incorporation process (“instant mark”). The Empresa Na Hora scheme in Portugal is only available for public limited companies and single-person limited liability companies.
Below you will find the different steps of starting a business in Portugal under the business system in one hour. It is important to note that it is only a name and you will usually wait longer on the premises to start your business. All speakers and documents to be signed are in Portuguese. It is therefore strongly recommended that you be accompanied by a French-speaking accountant who can accompany you and who will attest that he or she has acted as a translator and has made sure that you have understood all the information provided.
Choose the name of your Portuguese company
Participants must choose from the list of pre-approved company names (available on the Internet or directly from one of the Empresa Na Hora branches). This list is a selection of proposed names for which a legal entity identification number LEI and a social security number (“NISS”) have already been assigned for issuance upon incorporation. To the pre-approved corporate name must be added an expression relating to the activity to be carried on by the company.
However, the final attribution of the company name will only be done in person at the service desk at the beginning of the company’s creation process in Portugal.
It is possible to opt for a company name that does not appear on the list of pre-approved names referred to above if a certificate of admissibility of the name previously obtained from the National Register of Legal Persons RNPC is submitted.
Go to the Empresa Na Hora counter
In order to begin the business creation process, participants must personally present themselves at one of the office counters. Participants who are natural persons must submit the following documents:
- Identity document (identity card, passport, driving licence or residence permit)
- Taxpayer card
Note: Participants who are natural persons may be represented by a power of attorney issued in the presence of a notary or lawyer and duly authenticated. Participants who are legal entities must submit the following documents:
- Company card or taxpayer card of the legal entity
- Updated certificate from the Commercial Register
- Document conferring powers of representation for the constitution (minutes of the decision of the competent body or proxy, if applicable).
In the case of contributions in kind, it will be necessary to submit the report of an auditor at the time of incorporation of the company. Indeed, contributions of assets other than cash are subject to an evaluation by an independent auditor who must draw up a valuation report of the assets concerned valid for a period of 90 days and which must be made available to the shareholders at least 15 days before the company is incorporated.
Conclusion of the Articles of Association and commercial registration
After the choice of statuses, they must be executed immediately and then the commercial registration is concluded. Members receive the permanent registration certificate access code, the NISS and a certified version of the company’s articles of association. In addition, the Commercial Register must issue a company card (in electronic format). The company card is the company’s identification document and must indicate the company’s LEI, which corresponds to the corresponding tax identification number and the company’s NISS (except in the case of merchants / individual entrepreneurs). The card also contains the main classification of economic activities (CEA) and up to three secondary CEAs, the legal nature of the entity and the date of its incorporation.
Unless payment of the contributions is deferred, shareholders shall deposit the share capital within 5 days of the company’s creation in Portugal. In the case of limited liability companies and single shareholder limited liability companies, the shareholders may declare in the articles of association that the cash contributions will be deposited in a bank account opened in the name of the new company until the end of the first financial year.
In the case of contributions in kind relating to assets whose transfer is subject to mandatory registration (e. g. transfer of real estate) and certain taxes (e. g. tax on transfers of municipal real estate IMT), the creation of the company must be carried out after payment of the taxes due.
Declaration of the start of your Portuguese company’s activity
The company is registered for tax purposes on presentation of the declaration of commencement of activity, which can be submitted on site when the company is created, provided that it is signed by an accountant. Otherwise, the declaration of the start of your company’s activity in Portugal must be submitted to the Finance Department within 15 days of the company’s creation.
The cost of setting up the company is €360. This amount can be paid in cash, by cheque or by Multibanco. For companies active in the technology or research sector, the cost is 300 €. These amounts include the publication of the incorporation registration on the Internet.
Create a company online in Portugal
The special regime for the online incorporation of companies was approved by Decree-Law No 125/2006 of 29 June 2006, which allows the creation of Portuguese companies via the Internet.
The creation of an online company, whether public or private (with the exception of European public limited companies and companies whose capital is paid up by means of real estate), is carried out via the Portal da Empresa website. The procedure is the responsibility of the RNPC (Registo Nacional de Pessoas Coletivas), regardless of where the company’s registered office is located.
The registration of the public limited company is carried out immediately (if the company adopts a model of statutes pre-approved by the RNPC) or within a maximum period of 2 working days (if the participants agree on a different version of the statutes to be submitted by one of the participants).
Access to the online Portuguese business creation service involves the use of a computer with an Internet connection and the use of digital certification (available on the Portuguese citizen’s card). The holder of the digital certificate must authenticate himself on the Portal da Empresa website.
In situations where the applicant authenticates for the first time, the information provided by the Digital Certificate is displayed (name, e-mail, address and VAT number) and it is possible to update the contact information.
Choose a company name
There are two options for choosing a company name:
- Choice and reservation of name from a list available on the Internet (list of names proposed by the RNPC for which a NCPI) and an NISS to be issued upon incorporation have already been designated)
- Choice of a corporate name by prior filing of an application for a company’s eligibility certificate previously obtained from the RNPC (situation in which the applicant must enter the CNP of this certificate in the system). The firm eligibility certificate is valid for 3 months from the date of issue or last revalidation.
Information about the Portuguese company
The applicant for business creation must choose between a pre-approved model of the statutes or a model to be developed by the participants. The following information must be provided:
- Addition to the corporate name of an expression referring to the company’s activity (if the applicant has opted for a pre-approved corporate name)
- Type of business
- Head Office
- Corporate purpose
- Share capital
- IBAN (optional) for the possible refund of the bank transfer
- Form of payment of the share capital
- In the case of public limited companies, the nominal value of the shares
In applicable cases, it will be necessary to present the necessary administrative authorization in order to continue to incorporate the company.
- Information about the partner who is a natural person – name, gender, tax identification number, marital status (and in the case of marriage, property regime and spouse’s name), nationality, residence, telephone number and e-mail address
- Information about the partner who is a corporation – name, registered office and NCPI
- Amount of the quota(s) (quota company) or number of shares (public limited company) to be held.
In the event that participants choose to develop a model constitution, the identification must be indicated in the name of the forum (optional), the TIN and the e-mail. This identification allows participants to access the draft statutes available on the Internet for discussion.
Administration and supervision
- In the case of public limited companies, the identification of the effective single auditor and his alternate and at least one director (surname, first name, domicile and TIN)
- For limited liability companies, identification of at least one manager (surname, first name, domicile and TIN)
Chartered Accountant (COT): three options
- Designate a TOC by directly entering its contact information (TOC number, name, TIN, business address, telephone number and e-mail address)
- Choose a TOC from a list available from the Chamber of Chartered Accountants in Portugal
- Do not indicate a TOC and choose to submit the declaration of commencement of activity in a financial service within 15 days of the company’s creation in Portugal
Membership of the company in the Arbitration Centre
After completing the company information, the claimant must indicate whether he intends to join an Arbitration Centre. Membership is simple, voluntary and does not involve the payment of any amount. All you have to do is subscribe to the “Full and immediate membership” form when you set up your company online. By joining an Arbitration Centre, the Company agrees to intervene in all disputes that may arise and that fall within the jurisdiction of the Centre.
For companies that adopt a CEA relating to the purchase and sale of vehicles or the provision of vehicle-related services, only membership of the Automotive Arbitration Centre is permitted.
Validation of the Portuguese company’s articles of association
After the introduction of information on the company and participants, the applicant validates the articles of association.
With regard to pre-approved status models, participants can only correct calculation errors concerning the information included. This is done in a private forum, which is limited to participants who have included their email address in the scope of identification.
When the statutes to be adopted are proposed by the participants, the applicant must download the initial draft so that it can be examined by the participants in the private forum.
Upon receipt of notice from the other participants, the applicant may make the necessary changes by accessing the process through the Company’s electronic file. Once the process is complete, the NISS of the business to be incorporated is automatically assigned by the application.
Signing and sending documents
Once the articles of association have been confirmed, the applicant must complete the following formalities:
Printing and signing of the following documents
- Arbitration Centre Application Form (if applicable)
- Signature Recognition Form
Download the signed version of the above documents as well as
- Relevant proxies (if any)
- Commercial registration certificates (if applicable)
- Minutes of resolutions of the participants’ corporate bodies (if any)
- Status of participants (if any)
- Declaration of acceptance of the appointment issued by the statutory auditor (if applicable)
- Declaration of acceptance of the appointment issued by the alternate statutory auditor (if applicable)
- Administrative authorizations (if applicable)
- Other relevant documents
The sending of documents confirming the application for registration in digital form replaces the sending of paper documents by post. Documents sent digitally must be kept in digital format by the applicant until the confirmation of the creation of the Portuguese company.
Payment for the creation of the Portuguese company
The costs of setting up an online business in Portugal are the sum of the following fixed and variable amounts:
- EUR 180 (pre-approved model statutes)
- Or 380 € (model statutes prepared by the applicant and approved by the participants)
For companies active in the technology or research sector, the cost is 120 € or 320 € respectively. If a trademark is associated with the incorporated company, an additional amount of €100 must be paid (plus €44 for each additional class of the trademark).
Correction of irregularities
If irregularities are detected during the procedure for setting up a business in Portugal, the applicant receives an e-mail requesting the corresponding rectification, which must be carried out within 5 working days. If the regularisation does not take place within the time limit mentioned, the status of the company creation process is changed to’time limit for correction of irregularities that have expired’. In these cases, the creation is provisional or refused.
The rectification is done through the Portal da Empresa and as soon as it is completed, the process must be resubmitted so that the registrar can continue the business creation process.
If the irregularities are related to the payment of the preparation, the applicant must contact the RNPC in order to regularize the situation.
Steps following the creation of the company in Portugal
After the applicant has submitted the request to create the Portuguese company online, the information will be validated by the competent services. Then, the following steps will be performed:
- Notification to the applicant, sent by e-mail, acknowledging receipt of the request by the competent services
- Notice to the applicant, sent by e-mail, confirming completion of the incorporation process
- Sending by post to the company’s registered office the following documents: certificate of commercial registration, company card and receipt for payment of preparations and taxes
- Publication of the company’s incorporation register on the website of the Ministry of Justice
- Notification to the tax administration: the TOC information (if designated or assigned) is made available to the tax administration so that it can submit the declaration of the start of activity of your Portuguese company
- Provision of information on the incorporation of the company to the social security services
- Sending information to the Office of Legislative Policy and Planning (GPLP): information on the registration activity of companies (e.g. incorporation, change of registered office, change of governing body) on the GPLP website of the National Statistics Institute
- After the incorporation of the company, the Foundation for National Scientific Computing communicates, by e-mail, the user name and password which allow, via Internet, to assume the management of the Internet domain created in the meantime.