Portugal - Register a new business

Advertisement

Procedure

• Admissibility Certificate.
  

Partners (or a qualified representative) must request, duly signed by one of the future members, of , the Admissibility Certificate of the companys name, The application for the Admissibility Certificate can be completed online through the website Business Portal or the Institute of Registries and Notaries (IRN), in person at the National Register of Legal Entities (RNPC), or in written form (Model 1) or by regular mail.

• Company Card.
  

Always available in electronic format, it may also be available in hard copy, upon request.
It is identification for multiple legal entities and similar entities with ID Tax Number (NIPC) with the exception of Traders / Private Entrepreneurs and Individual Limited Liability Establishment, which corresponds to the Taxpayer Identification Number and Social Security Registration Number (NISS), when applied.

• Filing of Capital of the Company
  

The company's capital must be deposited in banks in an account opened on behalf of the future company.

• The Memorandum of Association.
  

Having completed all the steps above, it is now possible to create an agreement or Memorandum of Association. According to Decree-Law 76-A/2006 of March 29th, this became an optional step. Even in cases where there is the transfer of an immovable property, the deed is not mandatory, under Decree-Law No. 116/2008 of July 4th

Advertisement

Required Documents

• A Residency Card (Carto de Residncia) issued by the Portuguese Immigration Service or SEF(Servios de Estrangeiros e Fronteiras)
• A Tax Number (Numero Fiscal de Contribuinte), whether the process of starting up the business has begun or not, those intending to work need to be registered for tax purposes
• A Social Security Number (Carto de Segurana Social): register at the Social Security Office(Repartio de Segurana Social). All foreign nationals intending to stay in Portugal over 180 days and work have to pay social security

Office Locations & Contacts

National Register of Legal Entities (RNPC)
Portugal: 707 10 10 99 ( costs )
to contacts abroad: (+351) 289 106 540
Weekdays, 09:00 to National Legal Persons (RNPC) can clarify

Eligibility

Both Portuguese nationals and foreigners may set up a business through the intermediary of a lawyer, solicitor or notary in the possession of a digital certificate.

Fees

Thus, in accordance with the new concept of a "single fee", the costs payable for registration of incorporation of a company now have the unique value of 400 plus stamp duty according to applicable table (see section V).

As of September 2004 private notaries officially went into operation. The fees levied by private notaries are defined through the Ordinance N 385/2004 of April 16th. According to this Ordinance, a public deed of incorporating a company (with minimum capital) costs 58.24, plus photocopies costs (16.81), assessment and preparation (20.25), registration at the Central Registry Office (9.00) and access to communication systems of the Ministry of Justice (10.00). VAT and stamp duty applies to these fees.

The costs of incorporating a company on-line are:

• Pre-approved model of memorandum: 180 or 120 in case of new technologies or high-tech research and development;
• Tailor-made memorandum: 380 or 320, in case of new technologies or high-tech research and development;
• Stamp duty: 0.4% of share capital (not applicable for holding companies).
  
  

If the incorporated company has a brand name associated to goods and services, a fee of 100 applies, and 44 per each additional good or service brand.

Validity

The certificate is valid unless revoked

Documents to Use

Please attach documents that can be used by people. e.g. links

Sample Documents

Please attach sample completed documents that would help other people.

Processing Time

30 days

Related Videos

Videos explaining the procedure or to fill the applications. 
Attach videos using the following tag <&video type="website">video ID|width|height<&/video&> from external websites.
Please remove the "&" inside the tags during implementation.
Website = allocine, blip, dailymotion, facebook, gametrailers, googlevideo, html5, metacafe, myspace, revver, 
sevenload, viddler, vimeo, youku, youtube
width = 560, height = 340, Video ID = Can be obtained from the URL of webpage where the video is displayed.
e.g In the following url "http://www.youtube.com/watch?v=Y0US7oR_t3M" Video ID is "Y0US7oR_t3M".  
	

Instructions

Choose a pre-approved name by searching the National Register of Legal Entities (RNPC) database (list also available online). This list is a selection of proposed names which already have a taxpayer number (NIPC) and a Social Security number, issued during incorporation.
When not using one of the preapproved names provided by the Portuguese authorities, the company must obtain a certificate of approval issued by RNPC, and a provisional taxpayer card.The certificate of approval is valid for three months from the date of issuance, and may be renewed only once.
The applicant must select either a pre-approved template of the Articles of Incorporation/Association or a customized document prepared by the partners. After submitting the companys information, the applicant must decide whether to join or not an Arbitration Centre
After entering the companys data, the Memorandum of incorporation is validated and is made available to the shareholders.
After validating the Memorandum/Articles of Association, the applicant must print out and signed the following documents:

• Memorandum/Articles of Association signed by all shareholders;
• Application Form for joining the Arbitration Centre (if applicable) signed by a legal representative;
• Application for recognition of signatures signed by a legal representative;

Required Information

• Admissibility Certificate;
• Evidence of the bank deposit of initial capital or statement from the partners as they already made the bank deposit;
• Identification documents of all partners;
• Other documents that might be relevant

Need for the Document

Setting up a business is regulated by the Companies Code. This defines the various legal forms that businesses can take and indicates what information must appear in the articles of association

With regards to setting up a business, two new services were launched:

• "On the Spot Firm" service enables to set up a company in less than an hour at a single contact point;
• "Online company setting up enables to set up a company through the Internet.
  

The Decree-Law n111/2005 of July 8th approves the On the Spot Firm service which allows to set up a business in less than an hour, all the procedures are carried out in one place and as long as the partners have all of necessary documents, the company is set up immediately at one of the desks of the On the Spot Firm, available throughout the country, regardless of the location of the companys headquarters.

Online Company Set up
The Decree-Law n 125/2006 June 29th, has defined the procedures to set up a business through the internet. The access to the service on-line can be made through the Business Portal.

Through this method, it is possible to set up companies of any type, with the exception of companies whose share capital is paid in by contributions in kind and European Public Limited Companies. This process is handled by the RNPC, regardless of the location of the companys headquarter.

Information which might help

If the company is already incorporated, i.e., registered at the Registry Office, changes can be made whenever is necessary. You must apply for an admissibility certificate of the Company name (form 11), at the Store through the National Register of Legal Entities (RNPC). The following must be submitted:

• A list of business names
• Taxpayer card
• Permanent certificate (including all companys record).
  

The cost of the admissibility certificate is 56. After approval of the new business name, you will receive a confirmation and the new minutes will be required (or even a public deed).

Other uses of the Document/Certificate

• Registering your business name prevent it from being used by other businesses
• Legally registering your business legitimizes it
• Its easier to get loans for a registered business
• Used for opening business bank account

External Links

http://www.portugalglobal.pt
http://www.portaldaempresa.pt/

Others

The on-line permanent certificate has the same legal effectiveness as the one in paper form.