Register a Company in Portugal Online

If you're thinking about setting up a new company in Portugal, it's crucial to go about it by the book. Before initiating the process of company incorporation in Portugal, ensure you possess a Portuguese residency card, your social security number (NISS), and a Portuguese tax identification number (NIF number) issued by the Portuguese tax and customs authority (Finanças).

Non-EU and non-EEA nationals eager to incorporate a company in Portugal online must also hold a valid Portuguese visa and residency permit.

How to Set up a Company Online in Portugal

Starting a business in Portugal involves a series of steps to ensure that it is legally compliant. As a prospective business owner, you must draft the articles of organization and assemble all other required documents, including passport copies, sample signatures, and the appropriate forms. Your company incorporation journey includes finding a business register office, navigating a few public notary processes, opening an account with a Portuguese bank, and hiring an accountant. Follow these detailed steps to register a company in Portugal online:

• Partner registration: Begin by registering the partners of your company with the Portuguese Tax Authority, then appoint tax representatives for your partners.
• Name verification and reservation: Check the validity of your proposed trademark and company name, then reserve the name with the Portuguese Commercial Registry.
• Articles of organization: Draft your company's articles of organization and proceed with the company registration procedure.
• Bank account creation: Open a Portuguese bank account to deposit the share capital.
• Licensing: Acquire the licenses and permissions necessary for your business's activities.
• Notification: Inform Finanças of the commencement of your business, and then register with the Portuguese social security system to get your company's social security number.

If you need a NIF number or an account with a Portuguese bank, our team at GetNIFPortugal can assist you. We can help you by getting your NIF and opening a bank account, easing your transition to Portugal. Simply apply online and fill out the required form to have your NIF sent to your email inbox in two to three weeks.

How can I sign the company statute?

Foreign investors establishing a business in Portugal must understand the Company Act's guidelines to maintain legal business operations. The Company Act outlines the procedures for forming businesses, the classifications of businesses, and the types of foreign companies that may register in Portugal. A legal representative who resides in Portugal must represent these companies. Company statutes and adhering to official legal terms establish the framework for controlling your business's key information: What, who, where, when, and why. Corporate laws are typically a set of principles agreed upon by the founders early in the process.

What's next?

Upon completion of these steps, it's a waiting game as you anticipate the granting of your business certificates. The certificates will be dispatched to you as soon as the registration process for your newly incorporated company is complete. In Portugal, company structure varies, with options ranging from a Limited Liability Company to a company with unlimited liability in certain instances. It's crucial to understand the implications of these structures, particularly regarding liability and legal representation. Remember to properly navigate the business register in Portugal and ensure that all required documents are filed appropriately for your company's specific structure. It's a good idea to seek legal advice and advice from accounting services before choosing the type of business registration entity that suits your needs best.

Company Structure

One of the essential steps when incorporating a business in Portugal is choosing the right structure. This decision will influence your venture's legal and operational aspects and your tax obligations. Below, we outline the different types of company structures available in Portugal.

Private Limited Liability Companies (Sociedade por Quotas, or LDA)

Portugal's most common business structure is the Limited Liability Company (LDA). It is often chosen due to its straightforward company formation and the legal protection it provides. In an LDA, the liability of the shareholders is limited to the amount they have invested in the company. The registration certificate for LDA requires at least one shareholder, and the company's operations are defined in its Articles of Association. The formation and registration process includes obtaining a certificate, which serves as proof of the company's legal existence and provides the necessary credentials for online transactions.

Sole Traders (Empresário em Nome Individual)

Sole Traders, also known as "Empresário em Nome Individual," is an entity where one individual operates the business. This structure is ideal for self-employed individuals or small businesses with no employees. Sole Traders have unlimited personal liability for the business's debts and obligations.

Venture Capital Companies (Sociedades de Capital de Risco)

These companies are specially structured for investing in businesses with high growth potential. The process of opening a company for the Venture Capital Company is more complex and requires a higher minimum share capital than an LDA. These companies often invest in startups or innovative businesses and take a share in the business in return.

Public Companies (Sociedades Anónimas)

Public Companies, or "Sociedades Anónimas" (SA), are businesses with their shares traded on a public exchange. SAs require a higher minimum capital than LDAs and must have at least five shareholders. These legal entities are subject to more regulations than public or private companies, including mandatory audits and specific rules for the board of directors.

Choosing the Right Structure

The selection of your structure will depend on your business model, financial strategy, and long-term goals. It's recommended to seek legal advice to understand the most suitable structure for your venture. Regardless of the structure you choose, all businesses in Portugal must undergo company formation, register with the Portuguese Tax Authority, and obtain a digital certificate. By understanding the different types of company structures in Portugal, you can choose the one that provides the best framework for your business's success. Whether you opt for a public or private entity, your online company should suit your business needs.

The importance of choosing the right private entity in Portugal

Now that your company is registered with the Commercial Registry and has a fully operational bank account, let's move to the type of private entity you're looking to set up in Portugal. In Portugal, you have a variety of private entities to choose from, each suited to different business models and objectives.

1. Limited Companies (LDA): This is the most common entity in Portugal, often chosen because opening a company of this type is relatively straightforward, and the legal protection it provides to shareholders.
2. Sole Traders (Empresário em Nome Individual): Ideal for self-employed individuals or small businesses with no employees. However, sole traders have unlimited personal liability for business debts and obligations.
3. Venture Capital Companies (Sociedades de Capital de Risco): These companies are tailored for investing in businesses with high growth potential. They require a more complex company formation and a higher minimum share capital than an LDA.

Your choice of entity will determine your legal obligations, liability, tax commitments, and operational limitations. It is crucial to seek professional advice to select the most suitable entity for your venture.

Bank Account in Portugal

After verifying your company name and drafting your articles of organization, it's time to focus on creating an account with a Portuguese bank for your company. This is an important step, as it not only provides you with a place to deposit your initial capital but also forms the financial foundation for your business. Portugal has a robust banking system with many domestic and international banks to choose from. The specific requirements for opening a business account will vary between banks, but generally, you will need:

1. Proof of identification for all directors and shareholders (usually a passport).
2. Portuguese Tax Identification Numbers (NIFs) for all directors and shareholders.
3. Proof of registered business address in Portugal.
4. The Articles of Association of your company.
5. A business plan may also be requested by some banks.

Also, it's essential to understand the cost structure associated with maintaining a business bank account in Portugal. These may include account maintenance fees, transaction fees, and other related costs.

Commercial Registry Office in Portugal

Following the creation of your account, the next crucial step is to register your company with the Portuguese Commercial Registry. This step ensures that your business is officially recognized by the Portuguese Government and provides necessary legal validity to your company. The process involves:

1. Submitting your company name and ensuring its uniqueness.
2. Submitting the Articles of Association.
3. Depositing the required initial share capital.

In Portugal, most of these steps can be completed online via the "Empresa Online" system. The commercial registration process typically takes a few days to a week, and a registration certificate is provided upon completion. This certificate serves as an official confirmation of your company's legal existence.

Moving to Portugal

In order to register a company in Portugal, you need to have legal status to do so. To start a business, you must have a valid residence permit. Read about Portuguese immigration law and residence permits in the following blog posts:

• Portugal Permanent Residence Permits: Requirements and More
• Portugal Immigration Guide – Your Visa Options 

Useful Resources

The following blog posts are a useful resource if you want to know more about Portugal and ​​company formation:

• Self-Employment Registration for a Freelancer in Portugal
• Navigating the Income Tax Rate in Portugal: A Complete Guide
• Taxes in Portugal for Foreigners: Navigating the Tax System
• Do I Need a Mandatory Tax Representative in Portugal?

Frequently Asked Questions about Registering a Company in Portugal Online

How can a foreigner register a company in Portugal?

You will need a social security number, a tax identification number (NIF) issued by the Portuguese tax office, and your Portuguese residence card to open a business in Portugal. Citizens from countries outside of the EU or EFTA will also need a valid Portuguese visa and residency permit.

How do I form a company in Portugal?

Forming a company in Portugal involves several key steps: 1. Determine the Company Structure: Choose the appropriate structure for your business - this could be a Limited Company (Sociedade por Quotas, or LDA), Sole Trader (Empresário em Nome Individual), Venture Capital Company (Sociedade de Capital de Risco), or Public Company (Sociedade Anónima). The choice will depend on your business type, its objectives, and your preferred level of liability. 2. Verify Company Name: Check the availability and validity of your proposed company name with the Portuguese Registry. If available, reserve this name. 3. Prepare Documents: Draft your company's Articles of Association, outlining the company's operational framework. Other necessary documents include passport copies of the shareholders, sample signatures, and any relevant forms. If you're setting up a Limited Liability Company, you'll need at least one shareholder. 4. Register the Company: Register your company with the Portuguese Tax Authority and Registry. This can often be done online using a digital certificate, which provides the necessary credentials for online transactions. 5. Capital Deposit: Open a Portuguese bank account and deposit the initial capital. The required minimum amount depends on the type of structure chosen. 6. Obtain Necessary Licenses and Permits: You might need specific licenses and permits to legally operate depending on your business type. Check with the relevant local authorities to ensure you have the necessary permissions. 7. Register with Social Security: Inform the Portuguese tax authority of your business commencement, then register your business with the Portuguese social security system. 8. Hire an Accountant: Accounting rules in Portugal can be complex, so hiring a certified accountant to help manage your company's financial affairs and ensure compliance with all tax obligations is advisable. It's important to note that legal form and the process can vary slightly depending on the type of business or legal entity you're forming. You should always seek professional advice to ensure you're meeting all the legal requirements.

How do I register a business name in Portugal?

You can register a business name in Portugal in person or online. Public limited companies, quotas, and sole proprietorships by shares should use the Empresa Online service to apply. Freelancers can accomplish this at their local finance office or on the Portal das Finanças.

What is the cost of opening a company in Portugal?

The cost of company registration in Portugal is usually €360. You can register a company in Portugal through online registration or at the IRN (Registries and Notaries). You must also pay a fee of €75 for the Certificado de Admissibilidade – a Validation Certificate used to register the name of your business.

What is NIPS Portugal?

NIPS is the Portugal company registration tax number, namely, the Tax Identification Number for collective entities. If the NIPC number matches the NIF, it must be left empty. While some establishments have both a NIPC and NIF, others have only a NIPC.

What is the NHR regime in Portugal?

Portugal has a specific tax status called the Non-Habitual Resident (NHR). Its owners are not required to pay taxes on their global revenue. The tax rate for income generated in Portugal is a flat 20 percent. By obtaining NHR status in Portugal, tax residents can minimize their tax obligations.

What are the types of companies in Portugal?

In Portugal, the types of companies are as follows: Individual entrepreneur, individual limited liability company, sole proprietorship by shares, general partnerships, private limited company, limited partnership, and cooperative. Knowing every form of company can help you choose one suitable for your business.