Portugal: Non-profit/For-profit Company Registry Requirements

Non-profit/for-profit company registry requirements

There are a number of different legal structures for businesses in Portugal, including individual sole traders to large incorporated companies with many employees. The Portuguese Companies Code regulates businesses in Portugal and defines the different legal forms. Here is a brief overview of the types of businesses in Portugal:

Businesses owned by more than one person

Private Limited Company (Sociedade por Quotas)

A Portuguese company with a minimum of two partners and minimum capital investment of EUR 5,000. Generally smaller companies, Private Limited Companies usually have at least two quota-holders, although it is possible to do this with just one. They must register with the commercial registry and the start of its activities with the Tax Authority and hold a general meeting. Management structure can be organised to tailor the needs of the business. The business will also require a statutory auditor if two of the following three conditions are surpassed over two consecutive years: The total of the balance sheet exceeds 1,500,000 Euros, net sales exceed 3,000,000, and average number of employees is over 50 in the year.

Shareholders pay a minimum of EUR 100 per share and are jointly-responsible for the terms agreed on the Articles of Association. Shareholders are liable for debts up to the amounts covered by business assets.

Public Limited Company (Sociedade Anomina)

A Portuguese company that requires at least 5 shareholders and a minimum capital investment of EUR 50,000. The actual set up of the company can be made with one shareholder, except in the case of Madeira offshore companies and subsidiaries of a holding company. Normally, most businesses have a structure with a general meeting, board of directors and a statutory auditor. In specific circumstances, a single executive can replace the board of directors. Liability of debts is limited to business assets, while shareholders are liable for amounts up to their share value.

Partnership (Sociedade em Nome Colectivo)

A Portuguese company with a minimum of two partners, whose liability extends to personal assets that can be used to cover debts. Partnerships are not often used in Portugal as it implicates some partners with unlimited liability. That said, liberal professionals, like lawyers, economists, engineers, etc, commonly use partnerships. The partnerships are invariably consolidated by a notarised deed, articulating the contribution of each partner and outlining the partnerships bylaws, method of profit distribution, and the admittance of new partners.

Limited Liability partnership (Sociedade em Comandita)

A Portuguese company with a minimum of two partners who are a mix of general partners who run the business, and have unlimited liability (including personal assets) and sleeping partners who provide capital and whose liability is limited to the amount invested.

Cooperative

Non-profit organisations run through cooperative principles and mutual assistance of members. They are freely established legal entities whose capital and composition may vary. Portuguese cooperatives are regulated by the Antonio Sergio Cooperative Sector Institute (CASES).

Individuals wanting to start up businesses in Lisbon or another of the Portuguese cities on their own can choose from the following:

Sole Trader (Empresario em Nome Individual)

This is a basic form of self-employment in Portugal where individuals (sole traders) trade as a business, are free to do what they want with profits once taxes have been paid and have unlimited liability for business debts. There is no minimum capital requirement to start up and no requirement for any formal constitution or articles of association.

Single-Member Limited Company (Sociedade Unipessoal por Quotas)

One person runs the Portuguese business but debt liability is limited to business assets. There must be a minimum capital investment of EUR 5,000.

Individual Limited Liability Establishment (Estabelecimento Individual de Responsabilidade Limitada)

Similar to the Single-Member Limited Company but the initial capital investment of EUR 5,000 must consist of at least two-thirds cash. Up to a third can consist of collateral that can be used as security.

Foreign companies registered in Portugal

Foreign companies wanting to open up a branch or subsidiary of their company in Portugal need to register the branch office name with the IRN and establish and register the branch with the Commercial Registry Office. The following documents will be needed:

  • Parent company‚Äôs incorporation documents
  • Confirmation from the board of directors of the parent company confirming the opening of the branch
  • A power of attorney

Businesses within the EU who have been operating in at least 2 EU countries for at least 2 years can create a European Country which makes it easier to expand into other EU countries. More information available here. For EU laws, please refer to the relevant Europe section

Offshore companies

By choosing to incorporate an offshore company, business owners and investors can set-up a business outside the jurisdiction of its operations. Offshore companies are traditionally, but not exclusively, incorporated for lower fees and taxes. Business owners must abide the regulations of the offshore jurisdiction, and must not trade within the jurisdiction.

The benefits are vast. As aforesaid, reduced tax and fees are often big factors when considering offshore incorporation. A company may also choose and offshore location to:

  • Simplify set-up and maintenance
  • Assume anonymity - the names of owners and directors are not for public record, and references to the company may only be made in its registered agent
  • Ensure legal protection - for instance, some jurisdictions favour corporate governance, meaning a company is only liable to offshore laws as opposed to those in its areas of operation
  • Protect assets - business owners may opt to arrange their assets and transactions in such a way that protects them from liability

Characteristics of an offshore company:

  • Memorandum and Articles of Association
  • Certificate of Incorporation
  • Registered Office/Agent
  • Shareholders / Members
  • Directors / Managers
  • Company secretary
  • Statutory Register
  • Bookkeeping

Sources

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