Company Registration in Portugal

Company registration in Portugal for non-residents in 2024

Starting a business in another country can be challenging, but it's also a great opportunity to expand your horizons. If you're considering starting a company in Portugal, you're on the right way. In this guide, let's talk about setting up companies in Portugal for non-residents in 2024. We'll talk about what types of companies can be set up in Portugal, what the legal requirements are, and take a step-by-step look at the incorporation process. 

Company registration in Portugal

Portugal stands out among other European countries for its strategic location, favorable business environment, and tax regime. Every year Portugal becomes more and more interesting for entrepreneurs and companies. Whether you are a sole proprietor, a small business owner, or a large corporation, there are various business structures available in Portugal to suit your needs. The experts at Move to Cascais are ready to assist you with company registration in Portugal.

Why choose Portugal for business?

Portugal is currently experiencing a boom in its development, including economic development. A skilled labor force and high quality of life make Portugal an attractive destination for business. In addition, access to European and global markets and various privileges for foreign investors add to the country's attractiveness.

What types of companies exist in Portugal

There are several types of business organizations that you can set up in Portugal, each with its unique characteristics and advantages.

If you find it difficult to choose the type of company for your business, we will advise you and assist you in registering a company in Portugal.

Self-employment (Empresário em Nome Individual)

This is the simplest form of business that is owned and operated by one person. It is ideal for small businesses and freelancers.

Important Features:

• There is no mandatory minimum amount of authorized capital;
• There is no separation between personal and business assets;
• The entrepreneur is liable for debts incurred in the course of business with all his/her property.

To register, you need to fill out a declaration of commencement at your local branch or through the tax portal and register with the social security authorities.

Individual company with limited liability (Estabelecimento Individual de Responsabilidade Limitada)

This type of company is popular among entrepreneurs because of its flexible structure and limited liability.

Important Features:

• The authorized capital may not be less than 5,000 euros and may be secured by cash, things, or rights that can be seized. However, the cash part cannot be less than 2/3 of the minimum authorized capital.
• There is a separation between the personal assets of the entrepreneur and the assets of the company;
• Only the assets of the business, are liable for debts incurred as a result of the business activity.
• In case of bankruptcy of the entrepreneur, if it is proved that there was no complete division of assets, the bankrupt will be liable for all debts incurred with all his assets.

Private company with limited liability (Sociedade Unipessoal por Quotas)

A company with a single shareholder.

Important Features:

• The entire capital is owned by one shareholder;
• The amount of the share capital has no limits and is freely fixed in the articles of association.
• The name of these companies must consist of the expression “Sociedade Unipessoal” or the word “Unipessoal” before the word “Limitada” or the abbreviation “Lda”.

General Partnership (Sociedade em Nome Coletivo)

It is a company with unlimited liability in which the shareholders are liable without limitation and jointly and severally with each other.

Important Features:

• No needed mandatory minimum amount of share capital, as the members have unlimited liability for the social obligations of the company;
• Company name necessarily includes the word “e Companhia” in full name or “Cia” in abbreviated form, or “e Irmãos” indicating more partners.

Limited Liability Company (Sociedade por quotas)

It's also one of the most popular types of company.

Important Features:

• Has more than one shareholder;
• The amount of the share capital is not limited and is freely fixed in the articles of association, according to the sum of the partners' shares;
• The name necessarily contains the words “Limitada” in full or abbreviated form “Lda”;
• The liability of the shareholders is limited to the authorized capital. Only the assets of the company are liable to creditors for its debts;
• The articles of association may provide that one or more shareholders, in addition to being liable to the company, are also liable to the company's creditors up to a certain amount.

Open Joint-Stock Company (Sociedade Anónima)

The form of a public limited liability company.

Important Features:

• It requires at least five partners, usually referred to as shareholders, although it is possible to form a company with one partner, provided that partner is a company;
• The share capital must be at least €50,000, which will be divided into shares of equal par value;
• The liability of the partners, or shareholders, is limited to the value of the shares to which they have subscribed;
• The name of the company should contain the words “Sociedade Anónima” in its full name, or “S.A” in abbreviated form.

Collective limited liability partnership (Sociedade em Comandita)

A company in which there are two types of partners:

• Partners
• Associates

Important Features:

• Partners have limited liability, i.e., they are only responsible for their capital contribution;
• Associates, on the other hand, have unlimited liability. In other words, they are liable for the debts of the company unlimitedly and jointly with each other on the same terms as the partners in a general partnership;
• The name of the company should contain the words “Em Comandita,” or “Comandita por Ações.”

Cooperative (Cooperativa)

It is an autonomous non-profit legal entity, freely constituted, with variable capital and composition, to meet the economic, social, or cultural needs and aspirations of its members.

Important Features:

• The company seeks to satisfy the interests of its members in obtaining certain goods at below-market prices or to sell its products by eliminating market intermediaries;
• The number of members may vary and is unlimited, but may not be less than five in the case of a first-tier cooperative and less than two in the case of a higher-tier cooperative (cooperatives organized in the form of unions, federations, and confederations);
• The liability of cooperative members is limited to the amount of capital contributed by the cooperator;
• The statutes of the cooperative may determine that the liability of cooperators is unlimited, or limited for some and unlimited for others.

Association (Associação)

An association is a group of people united by common goals and interests. Despite having assets and financial operations, this type of organization develops on a non-profit basis because when members want to make a profit, they can form a company.

The Association is composed of three units:

1. General Assembly: This is the highest body of the association, responsible for approving plans, statutes, and reports. It is governed by a management board, which may have the following configuration: chairman, member, and secretary;
2. Board of Directors: It performs the management function, consists of at least three members, and may include a president, secretary, and treasurer;
3. Audit Committee: Oversees the accounts and should consist of an odd number of members, including the chairman.

It is also mandatory that associations are free to pursue their objectives without interference from state authorities and cannot be dissolved by the state.

European Company (Societas Europe)

If you have a company and want to expand your operations to another EU country, you may want to consider setting up a European company. A European company, also known as an SE (from the Latin Societas Europea), is a type of public limited liability company that allows it to operate in different European countries under the same rules.

Important Features:

1. The company's headquarters and central administration must be located in one European country;
2. The company must be present in other EU countries (subsidiaries or branches) or the companies concerned must be governed by the laws of at least two EU countries;
3. The company must have a minimum share capital of €120,000;
4. The company has reached an agreement with the company's employee representatives on their participation in the governing bodies and on how employees should be consulted and informed.

More about opening a European company here

The cost of company registration in Portugal depends on the type of business and specific tasks. You can discuss this issue in more detail during a consultation with our specialist.

Legal requirements for non-residents

Non-residents wishing to incorporate a company in Portugal must fulfill certain legal requirements to ensure compliance with local law.

Obtaining a fiscal number (NIF)

The first step for non-residents is to obtain a Portuguese fiscal number (Número de Identificação Fiscal or NIF). This number is required for all tax-related activities. What the NIF is, what it is for, and how to obtain it, read in our article.

Appointment of a legal representative

Company registration in Portugal requires non-residents to appoint a legal representative residing in Portugal to conduct legal affairs on their behalf. This representative will also be responsible for tax obligations. From 2023, this condition is mandatory for the registration of any activity, even for the registration of self-employment.

How to incorporate a company in Portugal

Registering a company in Portugal involves several important steps, each of which is crucial to the success of your business. Move to Cascais is ready to be your reliable ally in starting a business in Portugal.

To register a company, you need to apply to the Portuguese Commercial Registry.

What is the Portuguese Commercial Registry

The Commercial Registry (Conservatória do Registo Comercial) is a public registry that registers and stores information on commercial organizations operating in the country. This information includes companies, their legal status, business activity, and financial information. The commercial registry has several important functions:

Company registration

The main function of the Portuguese Commercial Registry is the registration of new businesses, including limited liability companies, public limited liability companies, sole traders, and branches of foreign companies. Registration involves entering the name of the company, its legal structure, articles of association, and other fundamental details into the register.

Storage of data on legal entities

The registry keeps a detailed record of basic information about each registered company, such as the names of directors and shareholders, the office address, and the capital structure of the company.

Providing public information

The registry is a public document, which means that anyone can access information on registered companies. This promotes transparency and allows the screening of potential business partners, investors, and other stakeholders.

Data update

Companies are required to keep their information up to date. Any changes to the company's name, address, directors, shareholders, and capital must be submitted to the register.

Annual reporting

Companies must file annual reports, which are also kept in the Trade Register. This helps to ensure that companies comply with financial regulations and provides a historical record of their performance.

Legal compliance

The registry helps to ensure compliance with Portuguese laws and business regulations, by keeping up-to-date and accurate records.

Commercial register for non-residents

For non-residents wishing to register a company in Portugal, the Trade Register is the most important institution. It is the official body that processes and validates all the documentation required to legally establish and operate a business in Portugal. Understanding the role and requirements of the Trade Register is essential to ensure a smooth and compliant registration process.

Steps of company registration in Portugal

Company name selection

Pick a name for your company and check its uniqueness at the Institute of Registers and Notaries (IRN).

Preparation of statutes

Drafting articles of association is a key step in setting up a company in Portugal. This document describes the structure, objectives, and operating procedures of the company.

Bank account opening

Open a corporate bank account in Portugal to deposit the minimum authorized capital and manage the company's finances.

Registration in the Commercial Register

Basic documents, including articles of association and proof of initial capital, are submitted to the Registry. Once all documents have been submitted and approved, the company is officially registered and its details are entered in the Commercial Register. Once registered, the company receives a certificate of incorporation with a company registration number in Portugal (NIPC), which confirms its legal status.

Some activities require licenses and permits for both the individual professional and the company. The need to obtain such licenses should be taken into account when discussing the cost of incorporating a company in Portugal.

What is a Company Registration Number in Portugal

The company registration number in Portugal, known as Número de Identificação de Pessoa Coletiva (NIPC), is a unique identifier assigned to a commercial enterprise when it is registered in the Commercial Register (Conservatória do Registo Comercial). This number is essential for the legal recognition and operation of the company in Portugal.

The importance of company registration number (NIPC)

The NIPC serves as the official identifier of a business, distinguishing it from other businesses and legal entities. A typical NIPC in Portugal consists of nine digits. This number is used for all tax-related activities, including filing tax returns, paying taxes, and dealing with the Portuguese tax authorities.

A company registration number in Portugal is required to register employees and manage payroll and social security contributions.

NIPC must be included in all official company documents such as invoices, contracts, and financial statements.

NIPC is also required to open bank accounts, apply for loans, and conduct various business transactions.

The number ensures that the company complies with Portuguese laws and regulations as it is a key part of the registration and regulatory process.

Expenses related to company registration

The costs of setting up a company in Portugal can vary depending on the type of business and its specific needs. Generally, registration fees, legal fees, and other administrative costs need to be budgeted for.

Benefits of company registration in Portugal

Setting up a business in Portugal has many advantages, including access to a skilled workforce, favorable tax conditions, and a business environment. In addition, the country's strategic location provides easy access to European and international markets.

Common challenges and ways to overcome them

While Portugal offers many opportunities, it also has its challenges. These include bureaucratic procedures, language barriers, and cultural differences. However, with the correct preparation and local support, these challenges can be effectively managed.

Assistance in company registration in Portugal

Move to Cascais is a team of experts with extensive knowledge of Portuguese laws, regulations, and the registration process. Thanks to our experience in business registration in Portugal, we can effectively navigate through complex issues. We have experience in successfully registering different types of companies, from small start-ups to large companies.

We offer:

• Individual approach to every customer
  We understand that every business is unique. With a personalized approach, we tailor to your specific requirements, providing you with the best service and solutions for your type of business.
• Personal manager service
  From the first consultation to the completion of registration, a personal manager will work with you, who will accompany you at every stage, answer your questions, and promptly solve any problems.
• Comprehensive assistance at all stages of business registration
  We offer a full range of services, including checking the company name, drafting articles of association, opening bank accounts, and obtaining the necessary licenses and permits. This comprehensive approach ensures that all aspects of your company registration are taken into account.
• Legal representation
  As a non-resident, you are required to appoint a legal representative in Portugal. We provide this service, ensuring that your interests are protected and all legal obligations are met.
• Eliminating the language barrier
  Our staff speak several languages, including Russian, Ukrainian, English, Portuguese, and several other major languages. This eliminates language barriers, ensuring quality communication and mutual understanding throughout the registration process.
• Post-registration support
  Our services don't end with registration. We offer ongoing support, including assistance with tax filings, annual reports, and compliance with regulatory changes to ensure your business is compliant and running smoothly.
• Consulting services
  We provide consulting services on various aspects of business, helping you make informed decisions that promote growth, and success in the Portuguese market.

By choosing our company for business registration in Portugal you are guaranteed an efficient and legally compliant process. Thanks to our experience, personalized approach, comprehensive offers, and continuous support you can easily open your company and successfully develop your business in Portugal. Let us handle all the complexities so that you can focus on what matters most - your business.

Contact Us

If you're ready to start your business in Portugal or need more information, don't hesitate to reach out to us. Our team at Move to Cascais is here to help you every step of the way.

Contact us today to schedule a consultation or to learn more about our services and how we can assist you in your business endeavors in Portugal.