Set-up of a Branch

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Agência para o Investimento e Comércio Externo de Portugal

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2.3 Setting up of a Branch

 

2.3.1 Simplified framework

 

BRANCH ON THE SPOT

ONLINE BRANCH

Fees

€200

Fees

€200

Where?

Commercial Registry Offices and Company Stores (several locations across the country)

Telephone: 211 950 500

From abroad: (+351) 211 950 500

Business Days, from 09:00am to 05:00pm

sucursalnahora@irn.mj.pt

Where?

On a website to be defined by Ministerial Order from the member of the Government responsible for the department of justice

  

(i) Branch On the Spot

Also within the Simplex program, Decree-Law no. 73/2008, of 16 April, created the “Branch On The Spot” framework, enabling the instant creation at a single counter of permanent representations in Portugal of commercial companies and civil enterprises in the form of companies, cooperatives, enterprise groupings and European economic interest groupings headquartered abroad, with the simultaneous appointment of their respective representatives.

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


Step 1: Attendance at Competent Service

 

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

 

The following documents must be presented:

·         Identification Documents (identity card, passport, driver’s licence or residence permit);

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

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

·         List of ultimate beneficial owners of the company that is setting up the branch;

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

·         Minutes of the corporate resolutions approving the setting up of the branch and appointing the corresponding representative(s), who must be duly identified (full name, address and Portuguese taxpayer number), as well as approving the granting of the respective powers and, when not included in said document, a statement of acceptance of the appointment and a statement asserting that the representative(s) is/are not aware of any circumstances that could inhibit them from holding the office.

 

Documents written in foreign languages must be accompanied by their corresponding translation (unless if written in English, French or Spanish and if the registrar 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 a (i) certification of the signature of the public official issuing the document by a Portuguese diplomatic agent or consular officer and authentication of the latter’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 may be certified by the appropriate authorities as per Portuguese law or, if performed by translators who do not have Portuguese nationality and who are not based in Portugal, they must:

 

a) be legalized before a foreign public official of the country where they were made;

b) after said translations have been certified under the terms of paragraph a) above, they must be additionally legalized under the terms indicated in (i) or (ii) above.

It should be noted that for 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 a prior authorisation, which must be presented at the time of setting up the Branch On The Spot.

 

Step 2: Composition of the corporate name

 

After the above documents have been verified, the applicants must define the corporate name of the Branch On The Spot and include the term “representação permanente” (permanent representation), “sucursal” (branch) or an equivalent expression (and which should furthermore be included in the text of the minutes of the resolutions approving the setting up of the branch).

 

Step 3: Registration and publication

 

Once the documentation presented has been confirmed to be sufficient and compliant, and after the corporate name of the Branch On The Spot has been defined, the competent service will assign an Economic Activity Code according to its business activity.

 

Subsequently, once the commercial registration has been concluded, the shareholders shall receive an access code to the online commercial registry certificate and the social security number of the branch. Additionally, a company card (in electronic format) shall be issued.

 

Step 4: Commencement of activity statement

 

The branch shall be registered for tax purposes by filing a commencement of activity statement that may be immediately presented at the Branch On The Spot counter, as long as it is signed by its TOC. Otherwise, the commencement of activity statement must be filed with the tax authorities within 15 days following the setting up of the branch.

 

Step 5: Ultimate Beneficial Owner statement

Within 30 days of its registration, the branch must identify its ultimate beneficial owners by submitting a declaration to that effect in the electronic platform of the Central Registry of the Ultimate Beneficial Owners.

 

The cost of setting up a Branch On The Spot is €200. This amount may be paid in cash, cheque or through ATM. The referred amount includes the online publication of the registration of the branch at the website of the Ministry of Justice.

 

Those interested in registering a branch of a company with registered offices abroad should make their request online, submitting, among others that may prove necessary (e.g. prior authorization for certain types of regulated activities), the following documents:

 

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

§     Document evidencing the legal existence of the company setting up the branch, when the company does not have its registered offices in a Member State;

§     Document proving the resolution whereby the company setting up the branch approves it, its corporate purpose, corporate name, place of representation, allocated capital, when required, and the closing date of the financial year;

§     Document proving the appointment of the representative(s) of the branch and the respective powers and, when not included in said document, a statement of acceptance of the appointment and a statement asserting that the representative(s) is/are not aware of any circumstances that could inhibit them from holding the office (the representative must be duly identified - full name, address and Portuguese taxpayer number);

§     Complete and updated copy of the articles of association or bylaws of the company setting up the branch;

§     List of ultimate beneficial owners of the company that is setting up the branch;

Documents written in foreign languages must be accompanied by their corresponding translation (unless if written in English, French or Spanish and if the registrar 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 a (i) certification of the signature of the public official issuing the document by a Portuguese diplomatic agent or consular officer and authentication of the latter’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 may be certified by the appropriate authorities as per Portuguese law or, if performed by translators who do not have Portuguese nationality and who are not based in Portugal, they must:

a)  be legalized before a foreign public official of the country where they were made;

b)  after said translations have been converted into authentic certified documents under the terms of paragraph a) above, they must be additionally legalized under the terms indicated in (i) or (ii) above.

 

The interested parties must choose the composition of the corporate name or designation of the branch, which must correspond to the corporate name of the company in question followed by "representação permanente" (permanent representation), "sucursal" (branch) or other equivalent designation (which must be mentioned in the text of the corporate resolutions approving the creation of the branch).

 

At the end of the procedure, the interested parties must pay the fees due for the setting up of the branch.

 

Step 2: Next steps

 

After submission by the applicant of the request to set up an Online Branch, the information will be validated by the competent services. Then, the following steps will be carried out:

 

§     E-mail notice to the applicant acknowledging the receipt of the request by the competent services;

§     In case irregularities are detected, the applicant receives an e-mail requesting the respective rectification, which must be done within 5 days. The rectification is done through the Company Online site in the ePortugal Portal. If the rectification does not occur within the deadline mentioned above, the registration becomes provisional or is refused;

§     Registration of the branch and of the appointment of the respective representative(s);

§     Automatic and electronic communication of the setting up of the branch to the central file of legal entities and codification of economic activity;

§     Promotion of the legal publications of the registration of the branch and the appointment of its representatives, which are made automatically and electronically;

§     Communication to interested parties of the branch's social security identification number;

§     Communication to interested parties of the access code to the company's electronic card and sending of the company's card for free;

§     Provision of a free access code to the permanent certificate of the branch for a period of three months;

§     Provision to the competent services, electronically, of the data required for the control of tax obligations to the tax authorities, of the data required for the purposes of communicating the commencement of activity of the permanent representation to the Authority for Working Conditions, as well as the data required for the automatic registration of the company with the social security services and, where applicable, in the commercial register.

 

Step 3: Commencement of activity statement

 

The branch shall be registered for tax purposes by filing a commencement of activity statement with the tax authorities within 15 days following its setting up.

 

Step 4: Ultimate Beneficial Owner statement

 

Within 30 days of its registration, the branch must identify its ultimate beneficial owners by submitting a declaration to that effect in the electronic platform of the Central Registry of the Ultimate Beneficial Owners.

 

2.3.2. Traditional Setting Up

 

Although it is possible to set up a branch in Portugal through any of the simplified procedure described above, any investor may set up a branch through the traditional procedure described below.

 

The traditional procedure avoids the need for personal appearance by a representative of the entity setting up the branch (and related documentation), given that the registration of the setting up of the branch is able to be carried out by any legal representative (including a lawyer) by submitting the registration request form together with the following documents: 

 

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

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

n  List of ultimate beneficial owners of the company that is setting up the branch;

n  Minutes of the corporate resolutions approving the setting up of the branch and appointing the corresponding representative(s), who must be duly identified (full name, address and Portuguese taxpayer number), as well as approving the granting of the respective powers and, when not included in said document, a statement of acceptance of the appointment and a statement asserting that the representative(s) is/are not aware of any circumstances that could inhibit them from holding the office.

 

If the traditional procedure is chosen, the company card and the access code to the permanent online certificate will only become available after the registration has been completed (not at the time of filing).

 

 

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