Procedures to set up a company in Portugal

Portugal is on a promising pace of economic growth. Portugal’s strategic geographical location is not only a gateway to Europe, but also strongly connected to markets in Africa and Latin America, opening up great international trade potential. In addition, high-quality human resources in Portugal are competitively costly, combined with a transparent and friendly business environment, creating a solid foundation for the long-term success of any company investing here. However, to be able to establish a company, investors should have a preliminary grasp of the process which will be presented under the following article.

Preparation of information to set up a company in Portugal

Select the type of company

• Limited Company – Sociedade por Quotas (LDA): The most common type, requiring a minimum of 1 shareholder (which can be an individual or legal entity), does not require a minimum charter capital. The liability of shareholders is limited to the contributed capital. At least one director is required.
• Joint Stock Company – Sociedade Anónima (SA): The type is suitable for larger businesses. A minimum of 5 shareholders (or 1 if it is a subsidiary of another company) is required. The minimum charter capital is €50,000 (and must contribute at least 30% capital at the time of incorporation).
• Private Enterprises – Empresário em Nome Individual (ENI): The type in which the owner has unlimited liability with personal assets. Simplest to set up but higher risk.
• Branch (Sucursal): Registration of the operation of a foreign company in Portugal.

Apply for a personal tax identification number

All shareholders and directors (including non-resident foreigners) must have a Personal Tax Identification Number (NIF – Número de Identificação Fiscal) before incorporation of the company.

You can apply directly at the tax office (Finanças/Autoridade Tributária e Aduaneira) to apply for one. For non-EU/EEA residents, it is usually necessary to appoint a legal and tax representative to handle the process.

Register a company name for setting up

There are two main ways to choose a name when registering a company:

• Option 1: Choose a name from the List of Pre-Approved Names (Bolsa de firmas e denominações)
  • Applies to: Mainly when using the “Empresa na Hora” express registration service.
  • Process: At the “Empresa na Hora” counter, you will be provided with a list of company names that have been pre-approved by the National Institute of Registration and Notary (IRN) through the National Register of Legal Entities (RNPC – Registo Nacional de Pessoas Coletivas) and guaranteed uniqueness.
  • Pros: There is no need to wait for the private name approval process, and the entire company registration process can be completed in about an hour.
  • Cons: You can only choose from the available list, which may not quite fit your brand idea.
• Option 2: Propose a Proper Name and Apply for a Valid Name Certificate
  • Applies to: When registering via “Empresa Online”, the traditional method (direct application), or if you want to use your own name even if you use “Empresa na Hora” (you must have a valid name certificate before you go to the counter).
  • Process: You need to apply for a Certificate of Valid Company Name (Certificado de Admissibilidade de Firma ou Denominação) from the RNPC/IRN.

Instructions for applying for a valid name certificate

• Online: Through the ePortugal.gov.pt government portal (the area for businesses, formerly Portal da Empresa). The steps are as follows
  • Log in to the ePortugal portal.
  • Tìm dịch vụ “To ask for a certificate of admissibility of a company name or denomination”.
  • Fill out the electronic form, provide: Up to 3 choices of company names in order of priority, Brief description of the main business object of the company, Main Economic Activity Classification Code (CAE – Classificação Portuguesa das Atividades Económicas), Information of the applicant (name, NIF, Address)
  • Apply and pay the fee online.

Result: If the name is approved, you will receive the Certificate in electronic form (PDF with digital signature).

• In-Person: At the RNPC service counters (Balcão RNPC) or some IRN registered offices (Conservatória) where this service is available. The steps are as follows:
  • Fill out the paper form (Formulário Modelo 1 RNPC).
  • Provide the same information as filing online.
  • Submit the application with your ID (and a power of attorney if needed).
  • Pay the fee at the counter.

Result: You will receive a paper copy of the Certificate once it has been processed and approved.

Draft the Company’s Charter

This is the main legal document of the company, stipulating: company name, address, business objectives, charter capital, shareholder information, share division, governance rules, director information,…

If you use the “Empresa na Hora” service, you can choose from pre-approved standard charter templates. If you register to establish a company in the traditional way or “Empresa Online” with your own charter, you need to prepare it yourself or ask a competent consultant.

Procedures to set up a company in Portugal

Option 1: “Empresa Online” (Online Registration)

This allows you to register your company entirely over the internet.

Conditions for Submission

• All of the above information and guidance materials are already available;
• The person making the registration (or an authorized representative such as a lawyer, accountant) must have one of the following valid Portuguese electronic authentication methods: Portuguese Citizen Card (Cartão de Cidadão) with card reader and PIN, Digital Mobile Key (Chave Móvel Digital – CMD), Digital certificate of eligibility for practice (e.g. of a lawyer or recognized self-employed person).

Instructions for Submission

• Access the ePortugal portal via the ePortugal.gov.pt link and log in using the selected electronic authentication method
• Look for a service called “Constituir Empresa Online” or similar.
• Fill out the electronic application form and upload the prepared documents.
• Make the payment of the registration fee online.

The dossier will be processed by the registry. Once the application is approved, you will receive a notification and access code to the Certificate of Permanent E-Commerce Registration (Certidão Permanente do Registo Comercial). At the same time, the company will be issued a Corporate Tax Number (NIPC – Número de Identificação de Pessoa Coletiva) and a Corporate Social Security Number (NISS – Número de Identificação da Segurança Social).

Option 2: “Empresa na Hora” (Register Immediately/On-site)

This is the fastest method of incorporation registration, allowing you to set up a company in about an hour.

Conditions for implementation

• All shareholders must be present in person at the place of registration, or must have a legal representative authorized by a special power of attorney for the incorporation of the company.
• All participating individuals (shareholders, representatives, directors appointed on the spot) must bring their original identity documents (passport, identity card, etc.) and have their NIF number.
• If you want to use your own name instead of choosing from the available list: You must bring a valid Company Name Certificate that you have applied for in advance.
• Place of incorporation: At the “Empresa na Hora” service counters located at the Commercial Registration Offices (Conservatória do Registo Comercial) or Citizen Shops (Loja de Cidadão).

Implementation Instructions

• All stakeholders (or representatives) come together to the Empresa na Hora counter.
• Present the original identification documents and NIF of all shareholders, representatives (if applicable), and designated directors. Provide other necessary information such as registration address, capital contribution rate, information on appointment of directors, etc.
• The staff at the counter will draft the company formation documents based on the selection and information you provide. All shareholders or representatives present will sign these documents.
• Your company is officially legally incorporated at that moment, the whole process usually only takes about 1 hour. You will receive immediately: Access code to the Permanent E-Commerce Registration Certificate, NIPC (Corporate Tax Identification Number), NISS (Corporate Social Security Number).