(ii) Online Incorporation
The special framework for the online incorporation of companies has been approved by Decree-Law no. 125/2006, of 29 June, and allows the incorporation of a companies through the internet.
The online incorporation of Joint-stock Limited Liability Companies and Limited Liability Companies (with the exception of Joint-stock European Companies and of companies whose capital is paid up by contributions in kind where the transfer of assets contributed by the shareholders of the company requires a form more solemn than written form) is made on the “Empresa Online” section of the ePortugal Portal. The procedure is supervised by the National Registry of Legal Entities regardless of the location of the registered office of the company to be incorporated. However, the proceedings may be distributed to other Commercial Registry Offices.
The assessment of the company’s registration request is carried out immediately (in case the company adopts a pre-approved model of articles of association) or within a maximum term of 2 (two) business days (in case the applicants agree on a different version of the articles of association which shall be submitted by one of the applicants).
The access to the Online Incorporation service requires a computer with an internet connection and digital certification resources (through the mobile digital key, the Portuguese citizen’s card or a digital certificate).
In case the applicant is authenticated for the first time at the ePortugal Portal, he/she will have access to the information made available by the digital certificate, citizen’s card or mobile digital key.
A brief description of the steps for the Online Incorporation is set out below:
Step 1: Choosing the company’s name
There are three options when choosing the corporate name of the company:
(i) Choosing and reserving a name from a list of corporate names available online (list of names proposed by the National Registry of Legal Entities, which already have a Legal Entity Identification Number, that shall also correspond to its taxpayer number (“NIPC”), and a Social Security number, to be issued upon incorporation);
(ii) Submission of the intended corporate name for approval by the National Registry of Legal Entities, within one business day. Once the corporate name is approved, the applicant will receive an e-mail with a link allowing him/her to start the Online Incorporation during the following 24 hours; or
(iii) Choosing a corporate name through prior filing for a corporate name approval certificate with the National Registry of Legal Entities (in which case the applicant shall insert the number of the certificate in the system). The corporate name approval certificate is valid for 3 months as of the date of its issuance or renewal.
Step 2: Definition of articles of association and other company-related information
The applicant must select either a pre-approved template of the articles of association or a customized document prepared/approved by the applicants.
The following information should be filled in:
- a) Company:
- In case the company’s name is selected from the list of pre-approved corporate names, reference to the corporate purpose that shall be added to the company’s name (optional);
- Type of company;
- Registered office;
- Corporate purpose;
- Economic Activity Code;
- Share capital; and
- IBAN (optional) for possible reimbursement by wire transfer.
- Without prejudice to the above, and in case the applicant has chosen pre-approved articles of association, the following information shall be added:
(i) how share capital will be paid-up;
(ii) in case of a Joint-stock Limited Liability Company, the face value of the shares; and
(iii) binding rule.
Whenever applicable, administrative licenses may also be required for conclusion of the incorporation procedures.
- b) Applicants:
Shareholders:
(i) Information on shareholder(s) who are natural persons – name, gender, taxpayer number, marital status (and, if married, the marital property scheme and name of spouse), place of birth, nationality, address, telephone contact and e-mail address;
(ii) Information on shareholder(s) who are legal entities – corporate name, registered office and legal entity number; and
(iii) Face value of the shares (Limited Liability Companies – “quotas” – and Joint-stock Limited Liability Companies – “ações”) to be held.
In case of use of customized articles of association, the name, the Portuguese taxpayer number and e-mail of the shareholder shall be included in the forum (optional). This identification allows the shareholders to have access to the draft of the articles of association online for discussion purposes.
In case of the use of customized articles of association the name, Portuguese taxpayer number and e-mail of the shareholder shall be included in the forum (optional). This identification allows the shareholders to have access to the draft of the articles of association on-line for discussion purposes.
Board of Directors and Supervisory Board:
(i) In case of Joint-stock Limited Liability Companies, identification of the Effective Sole Auditor, Alternate Auditor and director(s) (full name, address and Portuguese taxpayer number); or
(ii) In case of Limited Liability Companies, identification of the director(s) (full name, address and Portuguese taxpayer number).
Chartered Accountant (Técnico Oficial de Contas) ("TOC") – three options:
(i) Appoint a TOC by inserting the respective data (association member number, name, taxpayer number, professional address, telephone contact and e-mail address);
(ii) Select a TOC from the list made available by the Association of Certified Accountants (Ordem dos Contabilistas Certificados); or
(iii) Not to appoint a TOC and file the commencement of activity statement before the tax authorities within 15 days after incorporation.
Step 3: Adhesion to an Arbitration Centre
After inserting the company’s information, the applicant shall inform whether he/she accepts to adhere to an arbitration centre. The adhesion is simple, voluntary and has no cost: the applicant shall fulfil the form “Adesão Plena e Imediata” at the time of the Online Incorporation. By this undertaking, the company accepts to submit to such centre exclusive jurisdiction in relation to any conflicts that may arise within the attributions of the centre.
Companies that adopt Economic Activity Codes related to the sale and purchase of vehicles or provision of services related to vehicles are only allowed to adhere to the Automobile Arbitration Centre.
Step 4: Validation of the articles of association
After inserting the information on the company and participants, the applicant may proceed with the validation of the articles of association.
For pre-approved articles of association, the applicants are only allowed to review the document in order to correct errors or inaccuracies resulting from the data insertion. This is performed in a private forum with limited access to shareholders whose e-mail address has been provided in the Step 2.
When the articles of association are prepared by the shareholders, the applicant shall upload them, so that they are available to all shareholders in the private forum.
After receiving notice from all shareholders, the applicant may proceed with any necessary amendments by accessing the process in the Company’s Electronic File (Dossier Eletrónico da Empresa).
When this process is concluded, the application shall automatically generate a social security number.
Step 5: Signature and submission of documents
After validating the articles of association, the applicant shall proceed with the following steps:
- Printing and signing the following documents:
( i) Articles of Association;
(ii) Statement of identification of ultimate beneficial owners, pursuant to Article 3 of Law 89/2017, of 21 August (these elements must be included in the company's incorporation document, and may appear in a schedule);
(iii) Form of adhesion to the Arbitration Centre (if applicable); and
(iv) Form for signature legalization.
- Uploading the aforementioned signed documents as well as:
(i) Relevant powers of attorney (if applicable);
(ii) Commercial registry extracts (if applicable);
(iii) Minutes of resolutions of the corporate bodies (if applicable);
(iv) Articles of association of shareholders (if applicable);
(v) Statement of acceptance issued by Effective Sole Auditor (if applicable);
(vi) Statement of acceptance issued by Alternate Sole Auditor (if applicable);
(vii) Statement of acceptance of the appointment issued by the directors;
(viii) Statement of unawareness, on the part of the directors, of any circumstances that might inhibit them from holding the office.
(ix) Administrative authorizations (if applicable); and
(x) Any other relevant documents.
The online submission of documents replaces the requirement of sending physical documents by mail. The submitted documents shall be kept until receipt of confirmation of the company’s incorporation.
Step 6: Payment
The costs of incorporation are:
- €220 (pre-approved model of articles of association); or
- €360 (articles prepared by the applicant and agreed between the shareholders)
In case a trademark is associated to the company, an additional amount of €100 shall also be paid (plus €44 per each additional class of trademark).
Step 7: Next Steps
After submitting the company incorporation request on the Online Incorporation service, the information is validated by the competent services. Afterwards, the following steps will occur:
n E-mail notice to the applicant acknowledging the receipt of the request by the competent services;
n 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 made through the Online Incorporation website in the ePortugal Portal. If the rectification does not occur within the deadline mentioned, the registration becomes provisional or is refused.
n E-mail notice to the applicant confirming the conclusion of the incorporation process;
n Documentation sent by regular mail to the company’s registered office: commercial registry certificate, company’s card and payment receipts;
n Publication of the company’s registration online at the website of the Ministry of Justice;
n Notice to the tax authorities: the information of the TOC (if appointed or assigned) is also made available so that they may submit the statement of commencement of activity;
n Submission of the information on the company’s incorporation to the Social Security services;
n Submission of the information to the Direção Geral da Política de Justiça (DGPJ): information related to the registration of companies to the National Institute of Statistics; and
n After incorporation, the DNS.PT Association (Associação DNS.PT) issues, by e-mail, a user ID and password allowing the management of the Internet domain for the company’s website.
Step 8: Ultimate Beneficial Owner Statement
Within 30 days of the registration of its incorporation, the company must identify its ultimate beneficial owners by submitting a statement to this effect in the electronic platform of the Central Registry of Ultimate Beneficial Owners.
Step 9: Minutes Books
After the commercial registration of the incorporation is concluded, the company must prepare the minutes books in which the minutes of the resolutions of the general meeting and of the other corporate bodies (as applicable) shall be recorded.
