Set-up of a Branch

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2.3 Set-up of a Branch

 

2.3.1 Simplified regime


Also within the sphere of the Simplex program, Decree-Law 73/2008 of April 16th created an “On the Spot Branch” regime enabling the instant creation at a single window of permanent representations in Portugal of commercial and civil enterprises in the form of companies, cooperatives, joint ventures and European Economic Interest Groupings headquartered abroad, with the simultaneous appointment of their respective representatives. 

 

ON THE SPOT BRANCH

Fees

€ 100

Where?

Commercial Registry Offices and Company Stores

(several locations across the country)

Telephone: 211 950 500

From abroad: (+351) 211 950 500

Weekdays, from 09:00am to 05:00pm

rnpc.sucursalnahora@dgrn.mj.pt

 

Detailed below is a brief description of the various steps for the setting up of an On the Spot Branch:


1st Step: Attendance at Competent Service


In order to initiate the procedure for the setting up of an On the Spot Branch, participants must appear in person at one of the competent services established for the purpose. As mentioned above, the on the spot services website contains a list of all competent services in Portugal

 

The following documents must be presented: 
 

·     Identity Documents (identity card, passport, driving licence or residence authorisation)

·     Instrument conferring representation powers for the setting up of the branch (minutes of resolutions or power of attorney, as applicable);

·     Document evidencing the legal existence of the entity setting up the branch;

·     Complete and updated text of the articles of association or bylaws of the entity setting up the branch;

·     Minutes or corporate resolutions approving the opening of the branch and appointing the corresponding representative, who must be duly identified (full name, address and NIF).

 

Documents written in foreign languages must be accompanied by their corresponding translation (unless written in English, French or Spanish and the official masters that language) and the registration services may request the respective legalisation when there are justified doubts as to their authenticity. Such legalisation shall consist of (i) certification of the signature of the public official issuing the document by a Portuguese diplomat or consular officer and authentication of the latter agent’s signature with their official stamp, or (ii) in the case of documents issued by countries that have signed or adhered to the Hague Convention of 5 October 1961 abolishing the requirement of legalisation for foreign public documents, legalisation shall be made by means of apostille.
When translations are required they must be certified by the appropriate authorities as per Portuguese law.


It should be noted that regarding certain companies (such as insurance companies, credit institutions and financial institutions with head offices in other countries) that wish to set up a permanent representation in Portugal, the law requires prior authorisation, which must be presented at the time of setting up the On the Spot Branch.

 

2nd Step: Establishment of designation or name

 

After the above documents have been verified, the participants must establish the designation or name of the On the Spot Branch and include in its designation the term “permanent representation” (representação permanente), “branch” (sucursal) or some other equivalent to be chosen by the interested parties (and which should furthermore be included in the text of the corporate minutes approving the setting up of the branch).

 

3rd Step: Registration and publication


Confirmed the sufficiency of the documentation submitted, and after the type and name of the On the Spot Branch have been determined, the competent service will assign a CAE according to its business activity.
Subsequently, once the commercial registration has been performed the participants shall receive an access code to the on-line commercial registry certificate and the social security number of the branch.
Additionally, the commercial registry office shall also issue a corporate card (in electronic format). 

 

4th Step: Filling of commencement of activity statement

 

The branch shall be registered for tax purposes by means of the submission of a commencement of activity statement that may be immediately filed with the service of the On the Spot Branch in case the same is signed by the Chartered Accountant (Técnico Oficial de Contas). Otherwise, the commencement of activity shall be filed with the tax services within 15 days following the setting up of the branch. 
The cost of setting up an On the Spot Branch is €200. This amount may be paid in cash, cheque or through ATM. The referred amount includes the on-line publication of the incorporation registry.

 

2.3.2 Traditional set-up

 

Although the setting-up of a branch in Portugal may be carried out through the simplified procedure described above, any investor may set-up a branch through the traditional procedure described below.

The traditional measure avoids the need for personal appearance by a representative of the entity setting up the branch (and related documentation), the registration for the setting up of the branch being able to be carried out by any legal representative (including an attorney) by means of the submission of a form requesting registration together with the following documents: 

 

·    Document evidencing the legal existence of the entity setting up the branch;

·    Complete and updated text of the articles of association or bylaws of the entity setting up the branch

·    Minutes or corporate resolutions approving the opening of the branch and appointing the corresponding representative, who must be duly identified (full name, address and NIF).

 

If the traditional procedure is chosen, (i) the cost of registering the setting up of a branch and appointing a legal representative rises to €287.50, (ii) the company data card and the access code to the on-line certificate will only become available after the registration has been completed (not at the time of filing) and (iii) it will be necessary to register the branch for social security within 10 days from submission of the declaration of commencement of trading to the tax authorities. 

 

 

 

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