According to an analysis by Informa D&B, starting a business in Portugal grew by 20% from January to May 2022[1]. The choice of business activity has also been relevant when dealing with immigrants who want to regularize themselves in Portuguese territory through a D2 visa or Golden Visa, through the creation of at least 10 jobs.
In addition, the Portuguese government, through simplification, modernization and innovation programs, implemented a set of measures that improve business environments and facilitate access to public services, highlighting the possibility of opening a company online and in the hour.
Thus, the first step will be to choose the types of business, the most common by law being: (i) Single-member Private Limited Companies, (ii) Private Limited Companies or (iii) Public Limited Companies.
On the occasion, we will address the procedures and the list of essential documents for the incorporation of a company, with a focus on Single-member Private Limited Companies and Private Limited Companies:
· Choose a Firm, knowing that there are the following possibilities: (i) firm constituted by fantasy expression, (ii) firm associated with the acquisition of a trademark, or (iii) Submit a Certificate of Admissibility of Firm. The normal cost is €75.00 for a period of 10 working days, or €150 for one working day.
· Choose a Social Contract that best suits the type of company, considering the following possibilities: (i) Single-member limited liability company: there is a type of pre-approved social pact, (ii) Private limited company – Simpler Regulation: Signature; Thirst; Object; Capital; Management; Way to oblige society; Representation of partners at General Meetings and (iii) Private Limited Partnership – More Detailed Regulation: in addition to those described in item 2. above, it also provides for the possibility of demanding supplementary payments from partners; Need for prior consent from the company for the transfer of shares to outsiders; Cases in which it is possible to decide on the amortization of the shares.
DOCUMENTS NECESSARY FOR OPENING THE COMPANY
· Natural Person: (i) Taxpayer Card; (ii) Identification document: Citizen Card, Identity Card, Passport, Driving License or Residence Permit.
· Legal Entity: (i) Company Card or access code, or Legal Entity Card or its access code; (ii) Updated Commercial Registration Certificate; Minutes of the General Meeting that confers powers for the incorporation of the company.
· Membership Form;
· Declaration of acceptance by the management, if named in the articles of incorporation;
· Declaration for RCBE purposes of who has effective control of the company, if not stated in the articles of incorporation.
ADMINISTRATIVE COSTS WITH OPENING A COMPANY
The cost of setting up a company whose capital is entirely made up of cash is €360 in total – including publications and commercial registration acts. Please note that payment can be made in cash, check or ATM.
If the company's capital contains assets other than cash, the following €360 may be added to shareholdings subject to registration: (i) Property, quota or shareholding: €50 each; (ii) Movable property: €30 each; (iii) Moped, motorcycle, tricycle or quadricycle with a cylinder capacity not exceeding 50cm3: €20 each.
In case of constitution with simplified processes in which the pact is pre-approved, the amount is reduced to €220.
PROCEDURES AND DOCUMENTS
A company can be opened at the Commercial Registry Offices, at the Empresa na Hora counters and on the Empresa Online portal (https://eportugal.gov.pt/espaco-empresa/empresa-online), with a digital certificate.
In the latter case, it is necessary to identify the applicant, inform the number of the Certificate of Admissibility of Firm or opt for pre-approved names or reserve a firm.
Afterwards, the partners must be qualified and, if married, inform the name, spouse's taxpayer and property regime. After identifying the parties, it is possible to opt for pre-approved Articles of Association or upload the Articles of Association drawn up by the applicant, with certified signatures.
When opting for pre-approved Articles of Association, a file is generated that must be signed. Signatures can be handwritten, in which case they must also be certified by a lawyer/solicitor/notary or with a digital signature via citizen card or mobile digital key.
It should be noted that the options for pre-approved pacts are very limited, especially when there is a plurality of partners, a more comprehensive social contract is recommended.
With the approval of the application, an access code is sent to the Permanent Certificate of Commercial Registration, with a period of 03 (three) months, which can be renewed for longer periods.
The Corporate Tax Identification Number (NIPC) and the Social Security Number (NISS) are generated when the Company Admissibility Certificate is approved, or when there is the option of a pre-approved pact.
Upon completion of the procedure, an access code is sent to the Company's Electronic Card – a new identification document for legal persons and equivalent identities, containing: (i) Corporate Tax Identification Number (NIPC), which in the case of legal companies corresponds to the NIF; (ii) Social Security Registration Number (NISS); (iii) main Portuguese Classification of Economic Activity (CAE) and up to 3 (three) secondary CAEs; (iv) Legal nature of the entity; (v) Date of incorporation.
The company card, in physical format, is sent to the registered address. On the back of the physical card, there is the electronic card code and access code to the Permanent Certificate, available with the submission of the Simplified Business Information – IES.
RCBE
It is important to note that once the company is constituted, the Effective Beneficiary Declaration - RCBE, provided in Law nº 89/2017, de 21 de agosto, has to be made on-line in the website https://rcbe.justica.gov.pt, with digital certificate.
START OF TAX ACTIVITY
The delivery of the Declaration of Start of Activity must be made within 15 days and can be done by one of the following ways:
· At the time of incorporation of the company, signed by an Official Accountant (TOC);
· At the time of incorporation of the company, in a dematerialized way, choosing a TOC from a stock exchange available at the counter, or indicating another one.
· Within 15 (fifteen) days after the incorporation of the company, you can submit the Declaration of Start of Activity in a Finance service, provided that it is duly completed and signed by a TOC.
Notice that to open the company's activity, you must go to a bank to open a current account in the name of the company.
SHARE CAPITAL DEPOSIT
In the case of Public Limited Companies, within 05 (five) working days after the incorporation of the company, the value of the Share Capital must be deposited in a banking institution (when paid in cash) in an account opened and in the name of the company.
In the case of Private Equity or Shareholder Companies, the delivery of the Share Capital to the company's coffers must be carried out by the end of the first financial year, or in a shorter period, if so provided for in the Articles of Association.
In short, these are the procedures and documents involved in the process of opening a company in Portugal.
By Caroline Campos - Lawyer
+351 969504178
www.carolinecamposadvogada.pt
[1] https://jornaleconomico.pt/noticias/criacao-de-empresas-em-portugal-cresce-20-entre-janeiro-e-maio-903058
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