Incorporation of a company - Incorporation of a company

 

Structure	Type of investor	Main characteristics
Sole Trader	Natural Person	- Individual business, no legal entity is incorporated - Unlimited liability - No share capital required - No articles of association - A business name is required, which shall be composed of the entrepreneur's name, complete or abbreviated, and a nickname or expression alluding to the activity carried out may be added
Individual Limited Liability Establishment	Natural Person	- Individual business, no legal entity is incorporated - Liability is limited to the assets allocated to the business - Minimum capital required: €5,000 - No articles of association - Firm name required: name of investor + reference to activity (optional) + EIRL/Estabelecimento Individual de Responsabilidade Limitada (which stands for the Portuguese initials of this investment structure (required))
Sole Shareholder Limited Liability Company	Natural Person or Legal Entity	- Company: business through a company (incorporation required) - Limited liability - Minimum share capital: €1 - Capital contributions allowed in cash or in kind - Articles of association required - Firm name: choice of denomination or denomination and name/firm name of shareholder or name/firm name of shareholder + Unipessoal (which stands for “sole shareholder”) + Lda./Limitada (which stands for “Private Limited Liability Company”)
Joint-stock Limited Liability Company with a sole shareholder	Legal Entity	- Company: business through a company (incorporation required) - The sole shareholder must be a commercial company - Limited liability - Minimum share capital: €50,000 - Capital contributions allowed in cash or in kind - Articles of association required - Firm name: choice of a denomination or denomination and name/firm name of shareholder or name/firm name of shareholder + S.A./Sociedade Anónima (which stands for “Joint-stock Limited Liability Company”)
Branch	Legal Entity	- Individual business through a permanent representation in Portugal of a company headquartered abroad (no legal entity is incorporated) - Subject to mandatory registration at the Commercial Registry - Liability in accordance with the investor’s legal statute - No additional share capital contributions are required - Articles of association are those of the investor - Commercial name is that of the investor + Sucursal or Sucursal em Portugal (which stands for “branch” or “branch in Portugal”)

 

Structure	Type of investors	Main characteristics
Limited Liability Company (Sociedade por Quotas)	Natural Persons or Legal Entities	- Company: business through a company (incorporation required) - Limited liability - 2 shareholders minimum - Minimum share capital: €2 - Capital contributions allowed (in cash or in kind) - Articles of association required - Firm name: choice of denomination or denomination and names/firms of shareholders or names/firm names of shareholders + Lda./Limitada (which stands for “Private Limited Liability Company”)
Joint-stock Limited Liability Company (Sociedade Anónima)	Natural Persons or Legal Entities	- Company: business through a company (incorporation required) - Limited liability - 5 shareholders minimum - Minimum share capital: €50,000 - Capital contributions allowed (in cash or in kind) - Articles of association required - Firm name: choice of denomination or denomination and names/firm names of shareholders or names/firm names of shareholders + S.A./Sociedade Anónima (which stands for “Joint-stock Limited Liability Company”)
European Company	Legal Entities	- Company: business through a company (incorporation required) - Limited liability - Minimum 2 founders/shareholders - Minimum share capital: €120,000 - Registered office and central management must be located in the same EU country - Articles of association required - Firm name: choice of firm name or denomination + SE/Sociedade Europeia (which stands for “European Company”) - Observation: European Companies require their shareholders to be linked to more than one EU State
Consortium	Natural Persons or Legal Entities	- No legal entity created; the Consortium is incorporated through the execution of an agreement by the participating entities - Unlimited liability - No share capital required - Joint venture agreement required - Commercial name not required
Enterprise Grouping ("EG")	Natural Persons or Legal Entities	- Business through a group (incorporation required) - Unlimited liability - Can be incorporated with or without equity - Articles of association required - It cannot have as its main purpose the obtaining and distribution of profits, but that may be an ancillary purpose as long as expressly authorized by the articles of association - Grouped enterprises are jointly and severally liable for the debts of the EG, unless otherwise stipulated in the contract entered into with a specific creditor (subject, however, to the prior execution (excussão prévia) of the EG's assets) - Commercial name required: commercial name + ACE/agrupamento complementar de empresas (which stands for Enterprise Grouping)
Holding Companies	Natural Persons or Legal Entities	- Sub-type of company: holding companies are used when the corporate purpose is limited to holding shareholdings in other companies (incorporation required) - Limited liability: holding companies shall assume the form of a limited liability company or of a joint-stock limited liability company - Share capital required (minimum of €1 or €50,000 depending on the type of company incorporated) - Capital contributions allowed (in cash or in kind) - Articles of association required - Firm name: choice of denomination or denomination and name(s)/firm name(s) of shareholder(s) or name(s)/firm name(s) of shareholder(s) + SGPS (which stands for “shareholdings management company”) + Lda./Limitada (which stands for “Private Limited Liability Company”) or S.A./Sociedade Anónima, (which stands for “joint-stock limited liability company”), depending on the type of company adopted

Portuguese law also allows for the incorporation of Sociedades em Comandita Simples and Sociedades em Comandita por Ações, as well as Sociedades em Nome Coletivo. The use of these structures is currently very unusual due to their misalignment with the common needs of investors, whether national or foreign.

If the investment in Portugal is to be made through the incorporation of a Portuguese company, the first step to be taken is the decision on the type of company that shall be incorporated.

The incorporation of companies is mostly ruled by the Commercial Companies’ Code, approved by Decree-Law no. 262/86, of 2 September, and which has since undergone several amendments. There is also a set of specific legislation regulating the legal framework of specific types of commercial companies (e.g. the legal framework of holding companies).

Although several of the types mentioned above may be used for any investment, the most commonly used structures are the following: (i) Joint-stock Limited Liability Company, (ii) Limited Liability Company and (iii) Sole Shareholder Limited Liability Company, therefore, these are the types referred to below. A brief comparison between these types of companies is set out hereafter:

	Joint-stock Limited Liability Company (Sociedade Anónima)	Limited Liability Company (Sociedade por Quotas)	Sole Shareholder Limited Liability Company (Sociedade Unipessoal por Quotas)
Incorporation and Registration Costs *not including legal fees but including the costs of requesting a corporate name approval certificate and registration costs of the appointment of the members of the corporate bodies	Approx. € 525 (or approx. € 455, if registrations are submitted online) With urgency request: costs are doubled	Approx. € 525 (or approx. € 455, if registrations are submitted online) With urgency request: costs are doubled	Approx. €525 (or approx. € 455, if registrations are submitted online) With urgency request: costs are doubled
Duration of the Incorporation Process and Registration	Legal deadline: 10 days[1] With urgency request: 1 business day [1] In certain periods, delays may occur in the completion of registrations by the Commercial Registry Offices, and this timeframe may be extended. As of May 2026, depending on the Commercial Registry Office, the completion of the registration could take approximately one to four months.	Legal deadline: 10 days[1] With urgency request: 1 business day	Legal deadline: 10 days[1] With urgency request: 1 business day
Minimum Number of Shareholders	Five (or one, if incorporated by a legal entity)	Two	One
Formal Requirements of Incorporation	Written deed of incorporation (signatures must be legalized by a notary, lawyer or solicitor) and registration with the Commercial Registry Office, for which a list with details regarding the ultimate beneficial owner(s) is required. Additional formalities will apply if the shareholders make contributions in kind.	Written deed of incorporation (signatures must be legalized by a notary, lawyer or solicitor) and registration with the Commercial Registry Office, for which a list with details regarding the ultimate beneficial owner(s) is required. Additional formalities will apply if the shareholders make contributions in kind.	Written deed of incorporation (signatures must be legalized by a notary, lawyer or solicitor) and registration with the Commercial Registry Office, for which a list with details regarding the ultimate beneficial owner(s) is required. Additional formalities will apply if the shareholders make contributions in kind.
Minimum Share Capital and Capital Contribution at Incorporation	€50,000 70% of contributions in cash may be postponed for a maximum period of 5 years.	€2 Contributions in cash may be postponed, but their payment must be made on certain dates or be dependent on certain and determined facts, and, in any case, it can be demanded once 5 years have elapsed. The shareholders may declare in the incorporation document that the share capital will be deposited in a bank account opened in the name of the new company until the end of the first financial year.	€1 Contributions in cash may be postponed, but their payment must be made on certain dates or be dependent on certain and determined facts, and, in any case, it can be demanded once 5 years have elapsed. The sole shareholder may declare in the incorporation document that the share capital will be deposited in a bank account opened in the name of the new company until the end of the first financial year.
Management and Auditing	Alternative structures: (i) Board of Directors (or Sole Director, if share capital does not exceed €200,000.) + Supervisory Board (or Sole Auditor); (ii) Board of Directors (including an Audit Commission) + Statutory Auditor (“Revisor Oficial de Contas” or “ROC”); or (iii) Executive Board of Directors (or sole director, if share capital does not exceed €200,000) + General and Supervisory Board + Statutory Auditor. Companies which adopt alternative (i) must have a Supervisory Board + a Statutory Auditor/Audit Firm whenever they are companies which issue securities admitted to trading on a regulated market, or if two of the following limits are exceeded (for two consecutive years): - Total balance sheet: €20,000,000; - Net turnover: €40,000,000; - Average number of employees during the period: 250.	Management: one or more directors. The appointment of a supervisory body is not mandatory. However, companies which do not have an Audit Board or an Auditor must appoint an Auditor to audit the company’s accounts when two of the following limits are exceeded (for two consecutive years): - Total balance sheet: €1,500,000; - Net turnover: €3,000,000; - Average number of employees during the period: 50.	Management: one or more directors. The appointment of a supervisory body is not mandatory. However, companies which do not have an Audit Board or a Auditor must appoint an Auditor to audit the company’s accounts when two of the following limits are exceeded (for two consecutive years): - Total balance sheet: €1,500,000; - Net turnover: €3,000,000; - Average number of employees during the period: 50.
Minority Shareholders’ Rights (Matters subject to Qualified Majority)	2/3 of the votes cast are legally required for certain matters (e.g. amendments to the articles of association, merger, demerger, conversion and dissolution). The articles of association may stipulate an even higher number of votes (including for decisions on matters for which the law does not require qualified majorities). Except if there is a clause in the articles of association to the contrary or a resolution has been passed, by a majority of 3/4 of the votes corresponding to the share capital, at a general meeting convened for this purpose, half of the profit of the financial year that, under the terms of Portuguese law, is distributable, must be distributed to shareholders.	A majority of 3/4 of the share capital is legally required for certain matters (e.g. amendments to the articles of association, merger, demerger, conversion and dissolution). The articles of association may stipulate an even higher number of votes (including for decisions on matters for which the law does not require qualified majorities).	N/A
Shareholders’ Liability	Limited to the share capital subscribed by each (even though additional liability may apply under certain circumstances).	Limited to the share capital subscribed by each, but shareholders are jointly and severally liable for all contributions set forth in the articles of association (and even though additional liability may apply under certain circumstances).	Limited to the share capital subscribed (even though additional liability may apply under certain circumstances).

The Legislative and Administrative Simplification Program (“Simplex”) has been created with the purpose of simplifying procedures as well as associated practices of the Public Administration, reducing the bureaucracy for citizens and companies.

As for the incorporation of companies, the following Simplex procedures are noteworthy:

- Company On The Spot: special framework for the immediate incorporation of companies;

- Online Incorporation: incorporation of companies through the Internet.

Company On the Spot ("Empresa na Hora")		Online Incorporation ("Empresa Online 2.0")
Costs in case of pre-approved corporate name	€360	Costs in case of pre-approved articles of association	€220
Costs in case of prior request of the corporate name approval certificate	€435	Costs in case of articles of association customized by the shareholders	€360
Where? At the Company On The Spot counters (several locations across the country) Telephone: (+ 351) 211 950 500 Business days, from 09:00h to 16:00h		Where? At the website: https://registo.justica.gov.pt/empresa

 

Decree-Law no. 111/2005, of 8 July, approved the Company On The Spot framework, which allows the incorporation of a company in less than an hour; all the procedures are carried out in one of the counters of the Company On The Spot service available throughout the country, regardless of the location of the company’s registered office.

This service also offers the possibility of adopting a pre-approved trademark similar to the company’s corporate name during the incorporation process (“Trademark On The Spot”).

The Company On The Spot procedure is only available for Joint-stock Limited Liability Companies, Limited Liability Companies and Sole Shareholder Limited Liability Companies.

A description of the steps to incorporate a Company On The Spot is set out below:

Step 1: Choosing the company’s name

The shareholders shall choose from a list of pre-approved corporate names (available online at the Company On The Spot website or at any Company On The Spot counter). This list is a selection of proposed names that already have an associated legal entity number, that also corresponds to its taxpayer number (“NIPC”), and a Social Security number, to be issued upon incorporation.

However, the definitive attribution of the corporate name is only carried out in person at the moment of incorporation.

It is possible to choose a name not included in the aforementioned list of pre-approved corporate names in case a corporate name approval certificate previously obtained with the National Registry of Legal Entities is presented (this procedure is detailed below in Step 1 of the Traditional incorporation procedure).

Step 2: Choosing pre-approved articles of association

The shareholders shall choose one of the pre-approved articles of association (available online at the Company On The Spot website or at any of the desks where Company on the Spot can be incorporated).

Step 3: Appearing before the Competent Service

In order to initiate the Company On The Spot incorporation procedure, the shareholders must personally appear before one of the competent services for that purpose. The Company On The Spot website contains a list of all competent services in Portugal.

Shareholders who are natural persons must:

(i) Present an identification document (cartão de cidadão, identity card, passport or residence permit); and

(ii) State their Portuguese taxpayer number.

Note: Shareholders who are natural persons may be represented by means of a power of attorney issued in the presence of a notary, lawyer or solicitor and duly legalized.

All shareholders who are legal entities shall also present the following documents:

(i) Updated commercial registry extract;

(ii) Document granting representation powers for the incorporation of the company (minutes of resolutions or powers of attorney, as applicable).

Note: In the case of foreign legal entities, it will be necessary to request the inscription of the entity with the Central File of Legal Entities and obtain a foreign equivalent entity number. For this purpose, the commercial registry extract (or equivalent) must be submitted, duly legalized (by means of an Apostille or, if the country in question is not a signatory to the Hague Convention of 5 October 1961, by the local Portuguese consular authorities) and translated into Portuguese. Additionally, the document granting representation powers for the incorporation must also be legalized by a notary and with an Apostille or, in case the issuing country is not a party to The Hague Convention of 5 October 1961, it must be legalized by the local Portuguese consular authorities; in either case, it must be translated into Portuguese. The translations may be waived if the documents are written in English, French, or Spanish and the competent IRN official is proficient in the respective language.

In case the share capital is fully or partially paid up by means of contributions in kind, an auditor’s report must be presented at the moment of incorporation of the company. Contributions in kind are subject to valuation by an independent statutory auditor who shall issue a report on the valuation of the relevant contribution in kind, which is valid for 90 days and that shall be made available to the shareholders at least 15 days before the incorporation of the company.

It may also be necessary to submit, as the case may be, some or all of the documents referred to in Step 5 of the Traditional incorporation procedure described below.

Step 4: Signing the articles of association and promoting the commercial registration

Upon choosing the articles of association, they shall be immediately executed and the commercial registration shall be concluded immediately afterwards. The shareholders shall receive an access code to the online commercial registry certificate, the social security number and a certificate of the articles of association of the company.

Additionally, a company card (which is provided in electronic form, with the possibility to request the issuance in physical form) shall be issued. The company card is the ID card of the company and shall contain the Legal Entity Identification Number (“NIPC”) of the company, which also corresponds to its taxpayer number, and the company’s social security number. This card also contains the main Economic Activity Code of the company and up to 3 secondary codes, its legal nature, the address of the registered office and its date of incorporation.

Step 5: Share Capital

Except in the case of postponement of capital contributions, the shareholders shall deposit the share capital within 5 business days after the incorporation. As for Limited Liability Companies and Sole Shareholder Limited Liability Companies, the shareholders may declare in the incorporation document that the share capital will be deposited in a bank account opened in the name of the new company until the end of the first financial year.

In case of contributions in kind regarding assets whose transfer is subject to mandatory registration (e.g. transfer of real estate property), the competent service shall assess if any taxes are applicable (e.g. Property Transfer Tax) and ensure that incorporation only takes place after their respective payment.

Step 6: Commencement of activity statement

The company shall be registered for tax purposes by filing a commencement of activity statement, which may be immediately presented to the Company On The Spot service, as long as it is signed by its Certified Accountant – “CA” (Contabilista Certificado). Otherwise, the commencement of activity statement shall be filed with the tax services within 15 days following the company’s incorporation.

Step 7: 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 that effect in the electronic platform of the Central Registry of Ultimate Beneficial Owners.

For companies incorporated under the Company On The Spot framework, it is possible to request, by appointment, the assisted completion of the ultimate beneficial owner statement, which will have an additional cost of €15.

Step 8: 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.

The cost of incorporating the company is €360. This amount may be paid in cash, by cheque or through ATM and it includes the online publication of the registration of the incorporation.

The special framework for the online incorporation of companies, approved by Decree-Law no. 125/2006, of 29 June, allows the incorporation of a companies through the internet. Ministerial Order No. 155/2024/1 of 24 May regulates the online company incorporation procedure and the entity's electronic website.

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 2.0” in the Digital Justice Platform (available at: https://registo.justica.gov.pt).

The procedure is supervised by the National Registry of Legal Entities and other commercial registry offices that are determined by order of the chairman of the board of directors of the Institute of Registries and Notaries, I. P. (“IRN”).

The assessment of the company’s registration request is carried out within 5 days (if the company adopts a pre-approved model of articles of association) or within 10 days (if a model of articles of association prepared by the shareholders is adopted).

The access to the Empresa Online 2.0 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).

A brief description of the steps for the online incorporation of a company through Empresa Online 2.0 is set out below:

Step 1: Choosing the Company’s name and Identification of Shareholders

If the applicant holds a corporate name approval certificate, the NIPC must be entered before selecting the information relating to the Company and the Shareholders.

The following information should be filled in:

1. a) Company

(i) Legal nature;

(ii) Type of company;

(iii) Type of Articles of Association (pre-approved model or model prepared by the applicant).

1. b) Shareholders (applicable only in the case of incorporation of limited liability companies / sole shareholder limited liability companies)

(i) Information on shareholder(s) who are natural persons – full name, identification document number, NIF, email, marital status (and, if married, the marital property scheme, name of spouse, and legal system governing the property scheme), address, nationality, place of birth;

(ii) Information on shareholder(s) who are legal entities – corporate name, registered office, NIPC, Social Security number, and data of the legal representative(s) (full name, taxpayer number, email, address, nationality and place of birth).

Step 2:  Identification of the director(s) (applicable only in the case of incorporation of limited liability companies / sole shareholder limited liability companies)

Identification of the director(s) (full name, identification document number, NIF, email, address, nationality and place of birth).

At the end, the number of persons who bind the company must be indicated.

Step 3:  Economic activity and share capital

After entering the information requested in the previous steps, the applicant must enter information relating to (i) the economic activity (CAE) and respective corporate purpose and (ii) the share capital.

Regarding the share capital, the following must be specified:

(i) Amount;

(ii) Form of payment;

(iii) Identification of the shareholder – NIPC (applicable only in the case of incorporation of limited liability companies / sole shareholder limited liability companies);

(iv) Amount of the capital contribution of each shareholder³.

Step 4: Registered office and corporate name

1. a) Registered office

The applicant must indicate the address of the registered office.

1. b) Corporate name

There are three options when choosing the corporate name of the company:

(i) Choosing a corporate name through prior filing for a corporate name approval certificate with the National Registry of Legal Entities (in that case, the applicant will have inserted the NIPC in Step 1); or

(ii) Choosing an automatically approved corporate name (the chosen corporate name is reserved for a period of 24 hours); or

(iii) Choosing and reserving a corporate name from a pool of firms and denominations available on the IRN portal (list of firms and denominations pre-approved by the National Registry of Legal Entities, which already have a NIPC and a Social Security number).

Step 5: Company contacts

One of the following must be indicated as a contact for the company (specifying the email and main telephone contact):

(i) the contact of one of the shareholders; or

(ii) the contact of a director; or

(iii) another contact of the company.

Step 6: Articles of association and annexes

1. a) Articles of Association

The applicant must choose between:

(i) a pre-approved model of articles of association (ii) (the articles of association will be automatically generated with the data entered in the previous steps); or a model of articles of association prepared by the shareholders.

1. b) Annexes

(i) List indicating the ultimate beneficial owner(s) of the company, pursuant to article 3 of Law 89/2017, of 21 August.

(ii) If the shareholders of the company are Portuguese legal entities, the following elements must also be submitted:

- minutes of the General Meeting or unanimous written resolution of the shareholder(s) approving the subscription of shares in the capital of the company to be incorporated, if the authorization to subscribe shares in the capital of other companies is not provided for in the articles of association; and

- certificate of the incorporation deed or incorporation document or updated articles of association of the legal entities, if the entity is not registered in the commercial registry.

(iii) If the shareholders of the company are foreign legal entities, the following elements must also be submitted:

- commercial registry certificate from the country where the registered office is located, evidencing the legal status of the company;

- updated articles of association;

- if mandatory under the legislation applicable to the foreign company, minutes or written resolution of the competent body of the foreign company approving the subscription of shares in the capital of the company to be incorporated.

Step 7: Optional Elements

The applicant may, if desired: (i) appoint the Certified Accountant at the time of submitting the online incorporation request and (ii) adhere to an arbitration centre.

1. a) Appointment of a Certified Accountant (CA)

Commercial companies are subject to the mandatory organized accounting regime and, therefore, must appoint a CA by the time of submission of the declaration of commencement of activity for tax purposes, which must be submitted within 15 days after the incorporation of the company.

Although it is not mandatory to indicate a CA at the time of submission of the application for online incorporation of the company, doing so has the advantage of granting them legitimacy to submit online, via the Tax Portal website, the declaration of commencement of activity.

Options:

(i) Indicate a CA by directly inserting the respective data (OCC registration number, name, NIF, professional address, telephone contact and e-mail address);

(ii) Select a CA from a list made available by the Association of Certified Accountants (Ordem dos Contabilistas Certificados); or

(iii) Select a CA from the same municipality as the company’s registered office, automatically presented by the system; or

(iv) Not to appoint a CA, and defer the appointment of a CA until the deadline of 15 days after the incorporation of the company.

1. b) Adhesion to an Arbitration Centre

After completing the information relating to the company, the applicant shall indicate, if desired, the intention to subscribe to an Arbitration Centre. Subscription is simple, voluntary and does not entail any payment, it being sufficient to subscribe to the "Full and Immediate Adhesion" form at the time of incorporation of the Online Company.

By subscribing to an Arbitration Centre, the company accepts its intervention in any disputes that may arise and that fall within the scope of the centre's competence and will be included in the list of establishments subscribing to the arbitration centre, publicly disclosed through the most appropriate means.

With regard to companies that adopt a CAE related to the activity of buying and selling vehicles or providing services related to vehicles, only subscription to the Automotive Sector Arbitration Centre is permitted.

Step 8: Ultimate Beneficial Owner Statement

The company must identify its ultimate beneficial owners, thereby fulfilling the declaratory obligation with the Central Registry of Ultimate Beneficial Owners.

Step 9: Payment

The fees due for the incorporation are:

• €220 (pre-approved model of articles of association); or
• €360 (model of articles of association prepared by the shareholders).

In both cases, if the application is made with an urgency request, the costs are doubled.

Step 10: Next Steps

After submission by the applicant of the application for incorporation of the Online Company, the information will be validated by the competent services. Thereafter, the following steps will be carried out:

(i) E-mail notice to the applicant acknowledging the receipt of the request by the competent services;

(ii) In case irregularities are detected, the applicant receives an e-mail requesting the respective rectification, which must be done within 5 days. The rectification has an additional cost of €30 and is made through the Online Company 2.0 website on the Digital Justice Platform. If the rectification does not occur within the deadline mentioned, the registration becomes provisional or is refused;

(iii) E-mail notice to the applicant confirming the conclusion of the incorporation process;

(iv) Publication of the company’s registration online at the website of the Ministry of Justice;

(v) Notice to the tax authorities: the information of the CA (if appointed or assigned) is also made available so that they may submit the statement of commencement of activity. In the event the applicant did not appoint a CA during the Online Company process, this must be done within 15 days after the incorporation of the company so that the CA may submit the commencement of activity statement to the tax authorities;

(vi) Submission of the information on the company’s incorporation to the Social Security services;

(vii) 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

(viii) 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 11: 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.

Although the incorporation of a company in Portugal may be carried-out through one of the simplified procedures described above, any investor may incorporate a company through the traditional procedure, set out below:

Step 1: Corporate name approval certificate

The first step is to file a request for the issuance of a corporate name approval certificate. The filing shall be submitted by one of the future shareholders of the company (or by its legal representative, including its lawyer) and shall identify the name (up to a maximum of three options, indicated in order of preference), corporate purpose and respective economic activity codes, as well as the district and municipality of the address of its registered office.

The application for the corporate name approval certificate can be completed online through the platform “Empresa Online 2.0” on the gov.pt Portal, as well as at the Institute of Registries and Notary services, in person at the National Registry of Legal Entities, or by regular mail, by filling out and signing the appropriate form (Model 1).

After its issuance, the corporate name approval certificate is valid for 3 months as of the date of its issuance (this term cannot be extended).

Step 2: Share Capital

The contributions in cash to the company’s share capital shall be deposited in a bank account opened in the name of the company to be incorporated. Currently, since it is not possible, in practice, to open a bank account in the name of the company prior to its incorporation, the deposit of the share capital will only occur later.

If there are contributions in kind, they shall be subject to valuation by an independent statutory auditor, who shall issue a report on the valuation of the contribution in kind, which shall be valid for 90 days and made available to the shareholders at least 15 days before the incorporation document (see below).

In case of contributions in kind regarding assets whose transfer is subject to mandatory registration (e.g. transfer of real estate property), the competent service shall assess if any taxes are applicable (e.g. Property Transfer Tax) and ensure that incorporation only takes place after their respective payment.

As regards Joint-stock Limited Liability Companies, the payment of 70% of contributions in cash may be postponed for a period of 5 years. The issuance premium (if existent) may not be postponed.

As regards Limited Liability Companies, the payment of the full amount of the contributions in cash must be made on certain dates or be dependent on certain and determined facts, and, in any case, the payment may be demanded after five years have elapsed from incorporation. Without prejudice to the aforementioned, the shareholders may state in the incorporation document that the payment of the contributions to the company’s share capital will be made up until the end of the first financial year.

Step 3: Incorporation document

The incorporation of the company shall be formalized by means of the execution, by the shareholders, of a written document that shall contain the articles of association of the company.

As a rule, the shareholders may incorporate the company through the execution of a private document, with the signatures of the shareholders (or their representatives) legalized, in person, by a notary, lawyer or solicitor (solicitador).

In case of a contribution in kind regarding assets whose transfer is subject to mandatory registration (e.g. real estate assets), the incorporation document must be executed by public deed (before a notary) or by authenticated private document (before a notary, lawyer or solicitor).

Where the shareholders are foreign legal entities, it will be necessary to previously apply for the registration of the entity with the Central Registry of Legal Entities and obtain a foreign equivalent entity number. To this end, it will be necessary to submit the document equivalent to the commercial registry certificate, duly legalized (by means of an Apostille or, if the country in question is not a signatory to the Hague Convention of 5 October 1961, by the local Portuguese consular authorities) and translated into Portuguese (the translation may be waived if the documents are drafted in English, French or Spanish and the competent IRN official is proficient in the respective language).

Individual shareholders who are foreign nationals shall, in turn, be required to obtain a Portuguese tax identification number (NIF) from the tax authorities. For residents in the EU/EEA, this NIF may be obtained directly from the tax authorities upon submission of a certified and apostilled copy of the passport, proof of domicile and, if the application is not submitted by the applicant personally, a power of attorney granting authority to apply for the Portuguese NIF, duly legalized and apostilled (or, if the country in question is not a signatory to the Hague Convention of 5 October 1961, legalized by the local Portuguese consular authorities). In turn, residents outside the EU/EEA shall be required to appoint an individual or entity resident in Portugal for the purposes of representation before the Portuguese tax authorities or, alternatively, subscribe to any of the dematerialized notification channels (electronic notifications and summons regime on the Tax Portal or electronic mailbox). For the purposes of appointing a tax representative, they shall require a declaration of appointment of a tax representative and a declaration of acceptance issued by the tax representative, as well as a simple copy of the identification document or permanent certificate of commercial registration (in the case of a Portuguese company) of the tax representative. If the application is not submitted by the applicant personally, the power of attorney must grant specific powers to appoint a tax representative.

It is recommended that the members of the corporate bodies are appointed in the incorporation document so as to allow the registration of these members to occur simultaneously with the registration of the company’s incorporation. It should be noted that all members of corporate bodies that are not resident in Portugal for tax purposes must obtain a Portuguese NIF as mentioned above.

With the entry into force of the Legal Framework of the Central Registry of Ultimate Beneficial Owners (Regime Jurídico do Registo Central do Beneficiário Efectivo), approved by Law no. 89/2017, of 21 August, the incorporation document must contain a list indicating the ultimate beneficial owner(s) of the company, in accordance with article 3 of said law.

Step 4: Commercial Registration

The incorporation of the company (and the appointment of the members of the corporate bodies) shall be submitted to commercial registration. The company’s incorporation and the appointment of the members of the company’s corporate bodies will be effective vis-à-vis third parties upon conclusion of such registration.

The registration request (Model 1) shall be submitted with the Commercial Registry Office by any shareholder, director or legal representative (including lawyers) of the company, jointly with the following documents:

(i) Corporate name approval certificate (as obtained in Step 1);
(ii) Incorporation Deed [including the respective articles of association and list indicating the ultimate beneficial owner(s) of the company, pursuant to article 3 of Law 89/2017, of 21 August];
(iii) Statutory Auditor’s report for contributions in kind (if applicable);

(iv) Evidence of tax payment (if applicable);

(v) Statement of acceptance issued by Effective Sole Auditor (if applicable), with a statement of unawareness of circumstances that might inhibit them from holding the office; and

(vi) Statement of acceptance issued by Alternate Sole Auditor (if applicable), with a statement of unawareness of circumstances that might inhibit them from holding the office;

(vii) Statement of acceptance of the appointment issued by the directors, with a statement of unawareness of circumstances that might inhibit them from holding the office.

The Commercial Registry Office shall automatically publish the registration online and convey the incorporation to the National Registry of Legal Entities to register the new company in the Central File of Legal Entities.

Upon completion of the registration of the incorporation of the company (and appointment of the members of the respective corporate bodies), an access code to the online permanent commercial registry certificate of the company shall be provided by the Commercial Registry.

Decree-Law no. 73/2008, of 16 April, has created a bilingual commercial registration, making it possible to apply for an access code to an English version of the online permanent commercial registry certificate of the company. The authorities are contemplating the possibility of adding other foreign languages, if needed, in the near future.

Step 5: Commencement of activity statement

Within 15 days from the approval of the registration of the company’s incorporation, the company must be registered for tax purposes by filing a commencement of activity statement with the tax authorities together with the delivery of its permanent commercial registry certificate.

The CA shall sign the statement together with the company’s representatives.

Step 6: 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 7: 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.

Summary of the Traditional Incorporation Procedure

Steps	Actions	Relevant Entity	Cost
Corporate name approval certificate	Request a valid corporate name for the new company	National Registry of Legal Entities	€75 With urgency request: costs are doubled
Share capital - contributions in kind (if applicable)	Report on the contributions in kind	Independent Statutory Auditor	(depends on the type of company)
Incorporation document	Execute the private document incorporating the company	N/A	N/A
Commercial registration	File for registration of the company	Commercial Registry Office	€360 (incorporation) €87.50 (appointment of corporate bodies in case the respective registration is submitted simultaneously with the registration of the incorporation)[2] With urgency request: costs are doubled
Share capital contributions in cash (if applicable)	Deposit of the share capital	Bank	(variable)
Commencement of activity statement	File the commencement of activity statement tax purposes	Tax Authorities	N/A
Ultimate Beneficial Owner statement	File the Ultimate Beneficial Owner statement	Central Registry of Ultimate Beneficial Owners - Institute of Registries and Notary services	N/A
Minutes books	Prepare the minutes books to record the resolutions of the shareholders and of other corporate bodies	N/A	N/A

[2] Fees reduced by 15% if registrations are submitted online.

1. Setting up a Branch

As with the incorporation of a company, the investor can choose to open a branch through a simplified process or the traditional method.

2. Simplified Framework

Branch On the Spot		Online Branch
Fees	€200	Fees	€170
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? At the website: https://registo.justica.gov.pt/Empresas/Criar-Sucursal

 

2.1 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:

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

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

(iii) Document evidencing the legal existence of the entity setting up the branch;

(iv) List of ultimate beneficial owners of the company that is setting up the branch, pursuant to article 3 of Law 89/2017, of 21 August;

(v) Complete and updated text of the articles of association or bylaws of the entity setting up the branch; and

(vi) 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 settin 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 CA. 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.

2.2 Online Branch

Decree-Law no. 109-D/2021, of 9 December, created the framework for online registration of branches of limited liability companies with registered offices abroad, through the Digital Justice Platform (available at: https://registo.justica.gov.pt) , and sets out the main elements and steps required for the creation of an online branch in Portugal. Ordinance no. 1416-A/2006, of 19 December, as amended by Ordinance no. 155/2024/1, of 24 May, regulates this decree-law.

The National Registry of Legal Entities and the commercial registries determined by order of the chairman of the board of the Institute of Registration and Notary Affairs, I. P. are responsible for this procedure.

Please find brief notes on this procedure below:

Step 1: Online request

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:

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

(ii) 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 of European Union;

(iii) 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;

(iv) 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);

(v) Complete and updated copy of the articles of association or bylaws of the company setting up the branch;

(vi) List of ultimate beneficial owners of the company that is setting up the branch, pursuant to article 3 of Law 89/2017, of 21 August;

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:

(i) E-mail notice to the applicant acknowledging the receipt of the request by the competent services. The application will be assessed within 10 days of the completion of all formalities;

(ii) In case irregularities are detected, the applicant receives an e-mail requesting the respective rectification, which must be done within 5 days. The rectification has an additional cost of €30. If the rectification does not occur within the deadline mentioned above, the registration becomes provisional or is refused;

If no irregularities are detected, the competent services shall proceed with the following acts:

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

(ii) Automatic and electronic communication of the setting up of the branch to the Central File of Legal Entities and codification of economic activity;

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

(iv) Communication to interested parties of the branch's Social Security Identification Number (NISS);

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

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

(vii) 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.

3. 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:

(i) Document evidencing the legal existence of the entity setting up the branch;

(ii) Complete and updated text of the articles of association or bylaws of the entity setting up the branch;
(iii) List of ultimate beneficial owners of the company that is setting up the branch, pursuant to article 3 of Law 89/2017, of 21 August;

(iv) 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 (in electronic format) 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).

The cost of setting up a branch through the traditional procedure is €200, and, in case of an urgent request, costs are doubled.

1. Permanent Commercial Registry Certificate

The permanent commercial registry certificate (certidão permanente do registo comercial), of which an updated version is available online and may be consulted by inserting the respective access code, contains the record of all registered acts with respect to a company.

Upon conclusion of any commercial registration act, a new access code to the permanent commercial registry certificate valid for a period of 3 months is made available.

In addition, an access code to the permanent certificate may be requested, at all times, through the gov.pt Portal website or at a Commercial Registry Office. The fees for the request of a permanent commercial registry certificate are the following:

• €25 for a 1-year subscription;
• €40 for a 2-year subscription;
• €60 for a 3-year subscription; and
• €70 for a 4-year subscription.

The online permanent commercial registry certificate has the same legal value as a certificate in paper form.

2. Change of Corporate Name, Registered Office or Corporate Purpose

A new corporate name approval certificate must be requested to the National Registry of Legal Entities.

However, such new corporate name approval certificate is not required for the change of the company’s registered office in case: (i) both former and new address are within the same municipality or if (ii) the corporate name is solely made up of a fantasy name (i.e. the corporate name has no meaning, is an invented name), with a reference to the company’s activity added to it or not.

After the issuance of the new corporate name approval certificate, the shareholders shall approve the change of the corporate name, registered office and/or corporate purpose (and inherent amendment to the company’s articles of association), and, subsequently, the respective minutes or unanimous written resolution shall be submitted to commercial registration. 

The cost of the corporate name approval certificate to be requested to the National Registry of Legal Entities is €75, doubling in case of an urgent request.

The fees payable for the commercial registration should amount to €200^[3], doubling in case of an urgent request.

3. Amendment to the Articles of Association

Amendments to the articles of association may also operate through a shareholders’ resolution. The relevant minutes or unanimous written resolution shall subsequently be submitted to commercial registration. Registration costs shall amount to €200^[3](except in case of reduction or increase of share capital in which case they shall amount to €225^[3]). These amounts are doubled in case of urgency request.

Please note that, as of 10 December 2021, amendments to the articles of association of limited liability companies with registered offices in an EU country represented in Portugal through a branch are subject to registration with the Commercial Registry.

Models and forms are available online at the website of the IRN (https://irn.justica.gov.pt/).

^[3] Fee reduced by 15% if registration is submitted online.