Interested in setting up a new company in Portugal? In this article, we will take you through what the Portugal Company Registry is, the types of companies and business structures that are available, the legal requirements, and how to set up a company online. We’ll also cover all the other online services that the Portuguese government offers to make the process of registering your company in Portugal easier and more efficient.
What is the Portugal Company Registry?
To start a company in Portugal, you must register your business with the Portugal Company Registry, officially known as Registo Comercial (Portuguese Commercial Registry).
The commercial registry acts as a public record, providing public access to information on the legal standing of businesses, partnerships, and even sole proprietorships. This includes important details like their business type, legal status, formation documents, and any relevant changes. Registering your company with with Registo Comercial ensures that your business meets the legal obligations of operating in Portugal.
The Portuguese Commercial Registry also enables anyone who has set up a company in Portugal to register changes to their business, such as:
- Amendments to corporate bodies
- Amendments to share capital
- Company transformation
- Amendments to contractual provisions
- Merger/demerger
- Registry conversion
- Winding up/liquidation
Before you begin the registration process, there are several essential steps you should take, which we’ll go through in the following sections of this article.
Choose a Company Name
When setting up a company in Portugal, you should do your market research and business planning to identify your target market, define your business activities, and create a financial plan. To gain important insights into the Portuguese market, you can refer to the National Statistics Institute in Portugal (Instituto Nacional de Estatística, or INE), which provides economic and demographic data that could be relevant for business analysis and planning.
Then, the first step in the company incorporation process is to choose your company name. To do so, you can either select a name from a list of pre-approved business names, or you can register a new business name.
The name should be selected by a legal representative of the company. Once the company name is approved, you’ll receive a denomination approval certificate (Certificado de Admissibilidade de Firma ou Denominação, or CAF) from the National Registry of Companies (Registo Nacional de Pessoas Colectivas), which you will need to pay around €75 for.
Choose From the Types of Companies in Portugal
A key step in registering a company in Portugal is determining what type of company or legal structure makes the most sense for your business and its objectives.
Before you make a decision, it’s advisable to seek legal advice and consult with accounting services to help you determine which structure is most suitable. Generally, there are two different types of companies incorporated in Portugal that you can choose from. They are:
- Public Companies (SA)
- Private Limited Companies (LDA)
Broadly speaking, whether you want to form a public or private entity will depend on your company’s capital investment and number of shareholders, with private companies being better suited to smaller or medium sized businesses and public companies being better suited to larger businesses.
Public Limited Companies: Primary features
- Large businesses in Portugal generally opt to become Public Limited Companies
- Have a minimum share capital of €50,000
- Have at least five shareholders
- Rigorous requirements in accounting and auditing
Private Limited Companies: Primary features
A Private Limited Company is broadly equivalent to a Limited Liability Company in the United States. In Portugal, this is the common company structure because it is a straightforward way to form a company, and it provides a good level of legal protection.
- Small and medium-scale businesses generally opt to become a Private Limited Company
- The minimum share capital is €1
- The minimum number of directors for this structure is one
- No restrictions on foreign shareholders/directors
- Liabilities are restricted to the amount invested
If you’re setting up a business in Portugal as an individual, these are the options you can choose from in terms of the legal form your business takes:
- Self-employed: “Self-employed” is a general term for anyone working for themselves, not necessarily through a registered business structure. This could include freelancers, consultants, and independent contractors. A self employed sole trader would still need to register with the Portuguese tax authorities and obtain an NIF (Portuguese tax identification number) to declare their income.
- Sole trader with limited liability: Sole traders operate their business as individuals. This structure is best suited for small businesses with no employees.
- Individual limited liability companies: This entails creating a “Single-Member Private Limited Company,” which offers limited liability protection for the owner’s personal assets and requires a minimum share capital of just €1.
- Sole proprietorship: A sole proprietorship in Portugal, known as an “empresário em nome individual,” translates to “entrepreneur in an individual name.” It’s the simplest and most common business structure for freelancers, consultants, and small businesses with a single owner.
Draft Your Memorandum of Association (MEA) and Articles of Association
After choosing your company name and business structure, it’s time to create a Memorandum of Association and Articles of Association for your business. The Memorandum of Association is essentially the blueprint for your business; it determines what kind of business you’re creating, its structure, its objectives, and its shareholders.
The Articles of Association are the rules that your business will follow under that blueprint, determining how the company will operate within that structure to work toward those objectives.
This is an overview of the required and recommended content for your Memorandum of Association:
Required content:
- Company name
- Registered office address in Portugal
- Business objectives (including main activity and potential ancillary activities)
- Statement of limited liability (indicating that members/shareholders are only liable up to their contribution)
- Number of members/shareholders and their initial contributions (either in cash or in kind)
- Statement of the type of company (e.g., private limited company, single-member company)
- Declaration of subscription of the memorandum by the founders
Recommended content:
- Duration of the company (if not indefinite)
- Restrictions on transferring shares/memberships
- Pre-emption rights for existing members/shareholders on new share issuance
Similarly, there is also required content and recommended for your company’s Articles of Association:
Required content:
- Detailed rules governing the internal organization and operation of the company
- Management structure (e.g., board of directors, single manager)
- Voting rights and decision-making procedures
- Distribution of profits and losses
- Procedures for amending the Articles of Association
- Dissolution and liquidation processes
Recommended content:
- Specific procedures for convening and conducting meetings
- Voting thresholds for major decisions
- Dispute resolution mechanisms
- Capital increase/reduction procedure
Exploring Visa and Immigration Options for Portugal
If you're considering making the move to Portugal, it's essential to be informed about the various visa and residency options available. The Golden Visa Portugal program is an attractive option for many, offering residency to investors and their families. For those eyeing retirement in this beautiful country, the Retirement Visa (D7) is tailored for you. Digital nomads can take advantage of both short and long stay options with the Nomad Visa (D8). Meanwhile, the NHR - Non Habitual Tax regime provides significant tax benefits for new residents.
For the entrepreneurial spirit, Portugal offers the Entrepreneurship/startup Visa (D2) - Start-up Visa (open company) tailored for those looking to establish their businesses in the country. Those with specialized skills can explore the Work visa for highly qualified employees (D3). Additionally, if you have Portuguese ancestry, you might be eligible for Citizenship by descent.
However, moving to a new country isn't just about visas. If you're thinking of buying property, our guide on Buying Property in Portugal can offer invaluable insights. Dive deeper into the immigration process with our comprehensive Portugal immigration guide. For Americans specifically looking to relocate, we have curated information on Americans moving to Portugal. Lastly, one can't forget the importance of the NIF (Tax Registration Number), a crucial step in any relocation process.
Getting a Visa to Set Up a Company in Portugal
Unless you are an EU citizen, you will either need to appoint a representative in Portugal to register your company for you, or you’ll need a long-stay visa for Portugal, such as the Portugal D2 Entrepreneur Visa, or you could opt for the Portugal Golden Visa, which requires you to make an investment in Portugal.
Portugal Investor Visa
The Portugal Golden Visa Program, also known as the Residence Permit Program, offers residency to foreign investors in return for an investment for a period of five years. After you complete a five-year residency in the country, you are eligible to apply for Portugal citizenship. With a Portugal passport, you can travel visa-free to over 174 countries in the world. In addition to this, you are also eligible to live, study, and work in any European Union member country. If you’d like to see which countries Portuguese passport holders can visit without a visa, check out our guide with the details: Portugal Passport Visa Free Countries.
Registering Your Business in Portugal
To register your business, you can choose to do so online via the government website e.Portugal.gov or in person at a Commercial Registry Office.
How to Register Your Business in Portugal Online
If you intend to register your company online, you need to first collate all your documents, upload them, pay due fees, and proceed with the following steps:
- Prepare your documents: A scanned copy of your passport with your residence permit and your NIF (Número de Identificação Fiscal), which is your Portuguese Tax Identification Number (or Portuguese taxpayer number). This number is a requirement for all expats who pay taxes in Portugal.
- Submit your application form on the eportugal.com platform, which will take around 5-6 minutes, and pay the setup fee.
- You will get your company status in around five business days. Your company will also be assigned a NISS, which is effectively your company’s social security number.
- Receive your company certificate: If you apply online, you’ll receive a digital certificate that provides online access to a company’s registration details and legal documents. It serves as a secure and verifiable proof of the company’s existence and status.
If you opt for the online registration route, you must establish a company bank account within one year to activate your permanent registration and start operating officially. If you fail to do so, your company registration will automatically be cancelled.
How to Register Your Business in Portugal in Person
If you elect for an in-person application, the process is broadly similar. You’ll need to ensure that you have your validation certificate (Certificado de Admissibilidade), NIF, and scans of your passport and residence permit as well as your application form.
Then you’ll need to locate the appropriate Commercial Registry Office, which is based on your business address. There are offices all around Portugal, so you should check the official list to find the one closest to your business address. You can also check the waiting times online. When you’re at the front of the queue, you should submit all your documents and pay the fee.
How to Get a NIF Number in Portugal
You can apply for a NIF number in Portugal through the following ways:
- You can attend an appointment at the local tax office (Finanças), Citizen Shop, or at a counter that provides the Citizen Card
- You can appoint a lawyer or an accountant to apply on your behalf
Note you need a fiscal representative to obtain your NIF number if you are a non-EU/non-EEA, non-Swiss citizen.
Buying a Shelf Company in Portugal
For foreign investors in Portugal who want a simple solution to registering a company, purchasing a shelf company could be a good option. A shelf company is a business that has already been registered but has since been ‘left on the shelf’ until someone decides to buy it. If you intend to start a small business quite quickly after moving to Portugal, this could be an ideal opportunity to do so.
After You've Registered Your Company: Next Steps
Once you’ve completed the company registration procedure, you’ll receive your Portugal Company Registration Number (NIPC), and your company will be registered on the Portuguese Company Registry and the European Business Register.
Individuals, including potential clients and customers, can now use the Portugal company registry lookup function to confirm the existence and legitimacy of your company before engaging in any business transactions. This helps mitigate the risk of fraud or dealing with unregistered entities.
Likewise, you can search other registered companies, including their legal form, address, registration number, and representatives. This information can be valuable for conducting due diligence, researching potential partners, or understanding a company’s structure.
Setting up a business bank account
At this stage, if you haven’t already set up a business bank account for your company, this should be a priority. The best way to approach this is to do your research and compare the offerings of different banks in terms of business bank accounts, considering factors such as fees, interest rates, online banking capabilities and international reach (if needed). If possible, it would be advantageous to find a bank with some experience of working with businesses in your industry.
To open a business bank account, you’ll need your company registration certificate, proof of your NIF, Articles of Association, and proof of the identity of your company’s directors and shareholders. In some cases, the bank may request to see a business plan and financial projections.
Obtaining business licenses and permits
Then, it’s essential that you obtain any necessary licences or permits for your business operations and ensure your business adheres to any relevant regulations.
For example, if you are involved in construction projects, you’ll need to obtain a construction license from the municipality. Likewise, if you’re involved in retail, you must get a retail license from the municipality. Meanwhile, if you’re opening a restaurant, you will likely need an alcohol license for your business, and you will have to ensure your business complies with the health and safety regulations set by the Food and Economic Safety Authority in Portugal (Autoridade de Segurança Alimentar e Económica, or ASAE).
If your business has any trademarks, patents, or designs that you intend to protect, you should contact the National Institute of Industrial Property (Instituto da Propriedade Industrial or INPI).
Once you’ve obtained any licenses or permits that you’re legally obligated to have, you are free to officially launch your business and commence trading.
Maintaining compliance
If you make any modifications to a company’s structure, representatives, or capital, you need to register them with the registry to ensure you maintain legal compliance and update public information. The registry also enables you to register any mergers and acquisitions your company is involved in, ensuring legal validity and transparency in these transactions.
Should you need to dissolve your company, you can initiate its dissolution process through the registry, which will enable you to finalize its operations and close its legal existence.
Social Security and Tax Obligations for Companies Registered in Portugal
Social Security:
- Registration: Companies must register with the Portuguese social security system upon formation and register their employees.
- Contributions: Employers contribute a percentage of employee salaries (typically 23.75 percent), and employees contribute another portion (typically 11 percent).
Taxes:
- Corporate Income Tax (IRC): Companies pay tax on their profits at a competitive rate (generally 19 percent).
- Other taxes: Depending on the company’s activity and structure, there may be additional taxes such as Municipal Property Tax (IMI).
- Filing and payment: Companies must file tax returns and make payments electronically or through designated entities.
How Can Global Citizen Solutions Help You?
Global Citizen Solutions is a boutique migration consultancy firm with years of experience delivering bespoke residence and citizenship by investment solutions for international families. With offices worldwide and an experienced, hands-on team, we have helped hundreds of clients worldwide acquire citizenship, residence visas, or homes while diversifying their portfolios with robust investments.
We guide you from start to finish, taking you beyond your citizenship or residency by investment application.
Frequently Asked Questions about Company Registration in Portugal
How do I verify a company in Portugal?
Confirm a company’s existence in Portugal via two routes: online or through the Commercial Registry Office. For the online option, search the National Register of Collective Persons (RNPC) platform or obtain a Permanent Certificate of Registration. Alternatively, request a Commercial Registry Extract from the relevant office for detailed legal information.
Does Portugal have LLC?
While Portugal lacks the exact equivalent of an LLC, similar alternatives exist with limited liability protection. The most common is the Sociedade por Quotas (LDA.). It’s essentially an individual limited liability company, functioning similarly to an LLC but using quotas instead of shares.
Additionally, Sociedade Anónima (SA) offers limited liability for publicly traded companies with stricter regulations. These structures serve as viable alternatives to traditional LLCs in Portugal.
How much does it cost to register a company in Portugal?
The fee for incorporating a company with a memorandum and articles of association is €220 that are pre-approved by the Commercial Registry Office (Conservatória do Registo Comercial), which provides templates that you can use. If you elect to have a memorandum and articles of association drafted by your company, the fee is €360. You will also need to pay €75 to register your company name.
Which business entities are most popular in Portugal?
Private Limited Liability Companies are the most popular business entities in Portugal, accounting for more than 90 percent of businesses in the country. This structure is favored by so many companies because it’s suitable for a wide range of businesses, from small businesses, such as startups, to large corporations.
What are the advantages of registering a Private Limited Company in Portugal?
Registering a Private Limited Company (LDA) in Portugal offers several advantages. First, it shields your personal finances with limited liability protection. The setup process is simpler than a public company, and the minimum investment is just €1,000. Additionally, profits are taxed at the shareholder level, potentially reducing your overall tax burden.
Can a US citizen start a business in Portugal?
Yes, US citizens can establish a business in Portugal. The country welcomes foreign investment, and there are no restrictions based on nationality. However, you may need to obtain a visa, depending on your residency plans.
How can a non resident register a company in Portugal?
While residency isn’t a barrier to registering a company in Portugal, non-residents will need some additional steps. You’ll likely require a visa, such as the D2 Visa for entrepreneurs. After getting a suitable visa, the process of establishing a business typically involves obtaining a tax ID number (NIF) and registering online through the ePortugal.gov.pt platform. Consulting a lawyer or immigration specialist is recommended for navigating visa requirements and ensuring a smooth registration.
Is it easy to start a company in Portugal?
Starting a new company in Portugal is relatively straightforward. If you’re an EU citizen, you’ll need a NIF, a social security number, and a registration certificate. If you’re a non-EU citizen, you’ll need to have a residence permit, which you can receive once you have a valid Portuguese visa, before you can set up a business.
