Portugal has one of the most favourable business environments in the World. The World Bank's «Doing Business 2018» Report ranks Portugal in the top 30 of the World’s most attractive locations to do business and in 13th place in the EU28 countries.

There are no restrictions to the establishment of businesses in Portugal. Certain business activities are regulated and require the approval of regulatory authorities, such as banking, telecommunications, energy generation and distribution, pharmaceuticals, etc.

There are no restrictions on foreign ownership of businesses and no nationality requirements regarding the ownership of Portuguese companies, save those established by European law. Foreign nationals may take positions in Portuguese corporations. There is no statutory quota of Portuguese nationals in the boards of companies established in Portugal or conducting business in Portugal.

The average time for incorporating a company and other formalities and registration procedures to start operating is five days.

The incorporation process can take one day if the investor choses to acquire a shell company.

According to the World Bank's «Doing Business 2018» Report Portugal is in the top 15 EU countries where it is easier to set up a business.

Portugal is a pioneer in the use of online platforms for the incorporation of companies and making available company records and accounts. The process of business creation is now totally integrated and dematerialized and allows the incorporation of new companies, the registration of trademarks and business names online.

The Portuguese process of business creation allows for full online service provision with focus on the requirements and demands of investors.

According to the European Commission’s «eGovernment Benchmark 2017» Portugal tops most of the charts concerning the availability and ease of use of eGovernment services.

Portugal has created an online platform named «Entrepreneurs Desk» (Balcão do Empreendedor), as part of its online «Citizen’s Portal» (www.portaldocidadao.pt) which centralizes the provision of eGovernment services to businesses and individuals. Some of the website’s sections are in English and Spanish, but most of the sections are only available in Portuguese.

Share

Investors who wish to do business in Portugal may do so through corporate or contractual structures.

The most common forms of organisation are branches or companies in which the investors intend to develop their activity directly or through cooperation agreements with other companies, that are done through joint venture agreements, the incorporation of a complementary grouping of companies or a European economic interest grouping (EEIG).

Share

A branch is an extension of the parent company. Branches are not legal persons and do not own assets.

To incorporate a branch, registering the parent company corporate resolution approving the creation of the branch is enough. A branch has no equity requirement, although the parent company may allocate capital to the branch for operational purposes.

The branch’s appointed legal representative has the power to manage the business; no corporate bodies are required.

Share

Companies are legal entities created for a commercial purpose. The most commonly used types of companies in Portugal are quota companies (sociedades por quotas, abbreviated «Lda.») and joint stock companies (sociedades anónimas, abbreviated «S.A.»).

Quota companies have a simpler governance structure and are more suited for smaller or short-term investments, whereas joint stock companies are more commonly used for larger or long-term investments.

The capital of joint stock companies is divided into shares (ações) with a minimum value of EUR. 0.01, while the capital of quota companies is, as a rule, divided into as many shares (quotas) as the number of shareholders, representing the part each of them owns in the company. There is no minimum mandatory share capital in quota companies, but the value of each share must be equal or higher than one euro. In joint stock companies the minimum share capital is EUR. 50,000.

Joint stock companies require a minimum of five shareholders while quota companies require a minimum of two shareholders. It is possible to incorporate a sole shareholder company, but in this case the liability of the sole shareholder is not limited, as he/she is personally and unlimitedly liable in the case of insolvency of the company if the company’ assets are not kept separately from the personal assets of the shareholder.

Unlike the shares of quota companies which are registered with the National Registry of Companies (RNPC - Registo Nacional de Pessoas Coletivas), the shares of joint stock companies are designed to ensure that they can be freely transferable privately or in stock exchanges and do not need to be registered with the National Registry of Companies.

However, the differences between the two have become blurred, as it is now mandatory that the company or the bank where the shares are deposited to keep a record identifying the shareholders and the number of shares that they own. In both types of companies, the transfer might be limited but it is more difficult to do so in joint stock companies, where the rule is that restrictions must be set out in the articles of association.

Share

Quota companies are managed by a board of directors with two or more members or by a single director.

The shareholders meeting may resolve on various management matters, such as:

  • The disposal or subscription of holdings in other companies; and
  • The disposal or encumbering of real estate.

The supervision of quota companies is done by a supervisory board or an external auditor. It is mandatory to set up a supervisory board whenever at least two of the following thresholds are exceeded in two consecutive years:

  • The balance sheet exceeds EUR. 1,500,000;
  • The turnover exceeds EUR. 3,000,000; and/or
  • The average number of workers during the year exceeds 50.
Share

In general, joint stock companies must adopt one of the following models:

  • Board of Directors and Supervisory Board or sole supervisor. The supervisory board is mandatory for listed companies and other companies that exceed two of the following thresholds:

(i)       The company’s balance sheet exceeds EUR. 20,000,000;

(ii)      The turnover exceeds EUR. 40,000,000;

(iii)     The average number of employees during the year exceeds 250.

  • Board of Directors, Audit Committee and external auditor; and
  • Executive Board, General and Supervisory Board and external auditor.

When the company’s share capital is less than 200,000 euros, no board is required and only a single manager may be appointed. When the company’s share capital is equal or higher than EUR. 200,000 a Board of Directors must be appointed.

The board of directors is responsible managing the company’s business and can decide any management matter concerning the company without the approval of the shareholders, such as:

  • Acquisition, sale and encumbering of real estate;
  • Providing collateral or guarantees by the company;
  • Prepare and submit the management report and financial statements;
  • Establish or cease partnerships or other forms of cooperation with other companies;
  • Opening or closing important businesses or relevant fractions of the company; and
  • Major changes in the organisation of the company, including the acquisition of other companies, the reduction of its activity and the preparation of mergers.

The articles may allow the appointment of directors entrusted with the management of specific areas or the business, such as finance, operations etc.

The general meeting may not resolve on management matters, except when specifically requested by the board of directors. It is the responsibility of the general meeting to resolve on the matters set out in the law or in the articles of association that are not included in the attributions of other corporate bodies. As a rule, the shareholders meeting resolves on the following matters:

  • Changes to the articles of association;
  • Increase and reduction of share capital;
  • General assessment of the management’s performance;
  • Election and remuneration of the members of the corporate bodies;
  • Removal of directors, members of the supervisory board or of the audit committee; and
  • Mergers, spin-offs or change of the business form of the company.
Share
«On-the-spot companies» (empresa na hora)

The so-called «on-the-spot» process is a simplified procedure for setting up a company.

The founders of the company only need to go to an authorised office to incorporate the company and are only required to present documents proving their identity, capacity and powers to execute the deed, choose one of the pre-approved firms and one of the pre-approved form articles of association.

In the same process, the founders may appoint a chartered accountant or choose one from the list of chartered accountants available.

The company founders have 15 days to file a declaration of commencement of the activity to the Tax Authorities.

The company’s equity capital must be deposited in five business days following the incorporation.

At the time of incorporation of the company, the company is registered and the founders receive:

  • A certificate of the articles of association;
  • The access code to the permanent certificate of commercial registry;
  • The access code to the electronic card of the company; and
  • The company’s social security number.

In the act of constitution, the communications of incorporation of the company to the Tax Authorities, Social Security and the authority for the working conditions are carried out by the administration ex officio.

The procedures are started and completed in the same day and have a cost of EUR. 360.

Online incorporation

The online incorporation of companies is carried out by filling an online form and submitting the documents through www.portaldocidadao.pt.

The founders may submit the application online, choosing a pre-approved name and one of the previously approved articles. In the same act, the founder must provide the necessary elements to submit the declaration of commencement of activity.

In cases where the company has a share capital, it is not necessary to prove the deposit of the capital at the time of incorporation. It is sufficient that the shareholders declare that they will deposit the money in the five days following the request.

The founder must submit an online application until 24 hours after starting to apply. The registration of the company will take place immediately or in two business days, if the founder submitted their own draft articles of association.

The cost of the incorporation using this modality is EUR. 180 if the articles of association have one of the pre-approved forms and EUR. 380 if the founder has proposed his/her own articles of association

Traditional method of incorporation

The steps required to incorporate a company using the traditional method are: ​

  • Requesting the company’s name certificate with the National Registry of Companies (at www.portaldaempresa.pt, at www.irn.mj.pt or in person);​
  • Executing the articles of association through a public or private deed; ​
  • For joint stock companies, depositing the minimum initial share capital in a bank; ​
  • Registering in the Commercial Registry Office; ​
  • Publishing the articles of association and the list of members of the company’s corporate bodies;​ and
  • Registering the company with the tax authorities, the social security and the employment authorities (Autoridade para as Condições do Trabalho).
Share

Three months after the end of the year (which coincides with the calendar year), the General Assembly must approve the company's annual accounts and register them by the fifteenth day of the seventh month after the end of the year (15 July if the corporate year coincides with the calendar year). Registration must be done electronically at «Portal das Finanças».

Share
Unincorporated joint ventures

Unincorporated joint ventures or consortia are set up through a contract where two or more parties agree to pursue a given activity jointly.

The unincorporated joint venture is used when the parties wish to undertake a limited and temporary project. The unincorporated joint venture has no legal personality and cannot have common funds.

Unlike other cooperation agreements, the unincorporated joint venture parts act separately, acting together only when it is needed to pursue a particular objective or in the development of an activity.

Unincorporated joint ventures are called “internal” when its members do not act together in relationships with third parties. Unincorporated join ventures are said to be “external” if members present themselves to third parties as acting in partnership.

In internal unincorporated joint ventures, the parties benefit from a broad freedom in determining their obligations; in external unincorporated joint ventures the parties are obliged to designate a steering body, a supervisory board and a leader.

The leader has powers of internal nature, such as the organisation and implementation of cooperation among all parties, and of external nature, including the power to represent the joint venture before third parties.

Complementary grouping of companies

The complementary grouping of companies (Agrupamento Complementar de Empresas, ACE) is a form of association of two or more companies through which they constitute a new entity endowed with legal personality in order to improve the conditions of exercise or result of the activities that they develop separately.

The ACE has its own organisational structure, with three fundamental bodies: general meeting, board (management and representation body) and the supervisory body.

The ACE may own assets, made up of members’ contributions. Each member is personally and jointly responsible for the debts of the ACE.

European economic interest group

The European economic interest group (EEIG) is the European equivalent of the Portuguese ACE. EEIGs are created by a contract where the parties that carry out activities in the European Union form an international legal entity with the purpose of improving the conditions for the exercise or the results of the activities that the founders develop separately.

The main differences comparing to the ACE are:

  • The EEIG may have natural persons as members, which is not allowed in ACEs;
  • The EEIG must be composed of companies whose headquarters (or individual persons whose main activity) are located in at least two European Union Member-States.

The EEIG is composed by an Assembly of Members, that act collectively and a manager or managers with powers of representation, as well as other powers set by the members.

Share

Relevant legislation

Companies Code [Portuguese Only]

 

Contract templates

Articles of Association of Public Limited Liability Company [Portuguese] [English]

Articles of Association of Private Limited Liability Company [Portuguese] [English]

Shareholders Agreement [Portuguese] [English]

Annual Accounts Shareholders Resolution [Portuguese] [English] 

 

Macedo Vitorino & Associados' briefings

«The Basics About How to Start a Business in Portugal» (2019)

«Portuguese Due Diligences» (2017)

«Merger Control in Portugal» (2017)

 

Important notice

This library includes standard forms, documents, copies of statutes of law and reports from national and international organisations and other resources intended for general informational and educational purposes only.

By using this library, you agree (i) that nothing in this library constitute or substitute legal or business advice, (ii) that the availability, transmission, receipt or use of this library is not intended and does not create an attorney-client relationship and (iii) to use the documents available in this site in compliance with all applicable laws. You should make sure that this library are not or have not become out-of-date by supervening laws or regulations or other events.

Share

We are used to working on all aspects of corporate and commercial law. We act regularly in domestic and cross-border transactions, including mergers and acquisitions, financings and foreign investments.

We can assist you in setting up your business in Portugal:

  • Choosing the appropriate investment vehicle
  • Setting up and registering a branch or a corporation
  • Negotiating the company’s bylaws and shareholders’ agreement
  • Negotiating investment agreements

If you have any question or wish us to provide a budget, please contact us to: whyportugal@macedovitorino.com

For more information on our practices and expertise please go to www.macedovitorino.com/en/expertise

Share