Portugal Company Registry – Everything You Need to Know

Interested in setting up a new company in Portugal?

Setting up a company in Portugal can quickly become complex. Still, it’s not impossible.

From getting a Portuguese tax identification number and opening a business bank account to meeting new business legal obligations or simply understanding the registration process, there’s a lot of information that you need to get going.

This article will explain the Portugal Company Registry, the types of companies and business structures available, the legal requirements, and more to help you understand the whole process.

We’ll also cover all the other online services the Portuguese government offers to make 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 the 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.

Why do I need to register my company?

Registering your company 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, you must take several essential steps, which we’ll discuss in the following sections of this article.

Step 1: Select a Business Structure

A key step in registering a company in Portugal is determining the type of company or legal structure most appropriate for your business and its objectives.

Before you decide, seek advice from your legal representation and consult with accounting services to help you determine which structure is most suitable. Generally, you can choose from two different types of companies incorporated in Portugal. They are:

• Public Companies (SA)
• Private Limited Companies (LDA)

In Portugal, limited partnerships offer a structured approach for investors, allowing them to engage in significant enterprise activities while complying with local company registration legislations. Broadly speaking, whether you want to form a public or private entity will depend on your company’s capital investment and number of shareholders. Private companies are better suited to smaller or medium-sized businesses, while public companies are 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 equivalent to a Limited Liability Company in the United States. This is the common business structure in Portugal because it is a straightforward way to form a company and provides good 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

Step 2: 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). This institute provides economic and demographic data that could be relevant for business analysis and planning.

The first step in the company incorporation process is choosing your business name. You can either select from a pre-approved list or register a new business name.

Your business name should be selected by a company legal representative. 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.

Step 3: Prepare your Documents

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, objectives, and shareholders.

The Articles of Association are the legal forms that your business will follow under that blueprint. They determine how the company will operate within that structure to achieve 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 documents:

• 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 documentation

• 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

• Specific procedures for convening and conducting meetings
• Voting thresholds for major decisions
• Dispute resolution mechanisms
• Capital increase/reduction procedure

Step 4: 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.
• Your company status will be available in about five business days. Your company will also be assigned an 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 application is automatically canceled.

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 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 – or tax identification 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.

Setting up as a Sole Trader

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 obligations your business has:

• 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 must still register with the Portuguese tax authorities and obtain an NIF (Portuguese tax identification number) to declare 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: In Portugal, a sole proprietorship, 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.

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 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.

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, or you’ll need a long-stay visa for Portugal. Long-stay visa options include the Portugal D2 Entrepreneur Visa or 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 five-year residency to foreign investors in return for an investment. After completing a five-year residency in the country, you can apply for citizenship in Portugal.

With a Portuguese 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.

Social Security and Tax Obligations for Companies Registered in Portugal

Portuguese Social Security System Requirements:

• 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, additional taxes, such as Municipal Property Tax (IMI), may apply.
• Filing and payment: Companies must file tax returns, provide financial statements, and make payments electronically or through designated bank account entities.

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. 

Frequently Asked Questions about Registering Companies in Portugal