Steps to Starting a Business
The steps to take in order to establish a business entity in Portugal...
There are many organisations that can offer advice or help with starting a business. These include the office of Integrated Registration Solutions (Soluções Integradas de Registo - SIR), local Municipal Councils, local Citizen's Shops (Loja do Cidadão), and local employment services. Some towns and cities have what are known as Business Formality Centres (Centros de Formalidades das Empresas, CFE), designed to facilitate the setting up of businesses. CFEs can inform entrepreneurs about exactly what documents are necessary, can advise on the best company structure, explain the complete set-up procedure and provide contacts with appropriate government bodies.
While not legally essential it is useful to employ the services of a Portuguese business broker (Despachante) to help deal with administrative procedures. It may also be necessary to get an accountant (Contabilista) and a lawyer (Advogado). A business bank account (Conta Bancária) is required with clear indications as to who can issue and sign cheques.
Choose a name for the company
Any proposed name can be checked against a computer database. If the name has not already been taken that name can be registered via a Validation Certificate (Certificado de Admissibilidade) issued by the National Registry of Companies (Registo Nacional de Pessoas Colectivas or RNPC).
Setting up the company
Below is an outline of the basic steps necessary to set up a company:
- Apply for a Validation Certificate (Certificado de Admissibilidade) and for a Provisional Company Identity Card (Cartão Provisorio de Pessoa Collectiva) from the Registo Nacional de Pessoas Colectivas, RNPC
- Sign the deed of incorporation at a notary
- Apply for a Start of Activity Declaration (Declaração de Início de Actividade para Efeitos Fiscais) at the Tax Office (Direcção-Geral dos Impostos - DGCI). This must be done within 90 days of the Provisional Company Identity Card being issued
- Apply for registration of the company at the local Commercial Registry (Conservatórias do Registo Comercial), the registry will then organise the company's publication in the Portuguese Official Journal (Diário da República).
- Register at the local Social Security regional centre
- Register with the Commercial or Industrial Records Office (Cadastro Comercial or Industrial) at the Directorate-General of Enterprise (DGE) or the local regional office of the Ministry of Economy within 30 days
A person or collective, either national or foreign or a mixture of the two can create a business online or at any one of a number of One-Stop-Shops (Centros de Formalidades das Empresas) (Company Formalities Centres), Integrated Registration Solutions (SIR) offices or Conservatórias do Registo Comercial (Commercial Registries) in Lisbon and throughout the country in just one day.
Online company registration
The special online regime (called Empresa Online) allows the creation of a company through the Internet and can be used both by individuals or collectives with an appropriate electronic certificate.
It will be necessary to have a Digital Certificate. This is a digital identification document, rather like the new digital passports and identity cards. It means that each of the partners (sócios) and solicitors involved can present their credentials in a digital format including a digital signature in order to prove their identities.
- The online company incorporation is made through the ePortugal website
- The National Registry of Companies (RNPC) is responsible for the process, regardless of where the company's head office is located
Within this special regime, applicants may choose a pre-approved and registered company by electronic means only or by sending a Certificate of Admissibility (Certificado de Admissibilidade) previously obtained from the RNPC by non-electronic means.
Company registration is immediate if the applicants choose one of the pre-approved social pacts or deeds of incorporation. If the applicants decide to submit their own social pacts and deeds of incorporation registration takes two days.
Create a company in an hour
Commercial and civil limited companies (unipersonal, anonymous, quotas, co-partnership) may use the Government's Create a Company in an Hour (Empresa na Hora) scheme.
This is done through the RNPC at any branch of a Centro de Formalidades das Empresas (CFE) or Conservatória de Registo Comercial or Integrated Registration Solutions offices. Ideally, all the partners should be present, with all their legal representatives and personal and collective documents.
The CFE will take all the necessary information and inform the Employment and Social Security Office (Inspecção-Geral do Trabalho & Segurança Social), the Tax Authorities (Direcção-Geral das Finanças) and the Commercial Records Office (Cadastro Comercial). There are representatives from all these departments in the CFE offices and they have all the necessary forms.
A fee is charged, plus 0.4 percent stamp duty (Imposto de Selo).
- To find a local CFE office vist Centro de Formalidades das Empresas
Note: In many cases company partners no longer have to obtain in advance a Certificate of Company Admissibility from the Registry of Companies (RNPC) or sign public deeds (Escrituras).
The Deeds of Incorporation or Association (Escritura Publica) can be signed in the presence of a notary (Notário). A copy of the company's articles of association and contract (Pacto Social e Certidão do Registo Comercial) can be submitted for evaluation and archiving.
If there are deeds they should include the following information:
- Identification of the partners/shareholders
- Name and type of company (Limitada, etc)
- Activities of the company
- Head office of the company
- Share capital of the company
- Each shareholder's/partner's capital share in the company
- All assets that form the share capital in kind and cash
Once the company deeds are signed and all other procedures have been carried out (tax and social security), the deeds are sent to the local Conservatória do Registo Comercial in the area where the business is located. It is their responsibility to ensure the final registration of the company with the RNPC and its publication in the Diário da Republica.
- Inform the IDICT (Instituto de Desenvolvimento e Inspecção das Condições de Trabalho) (Supervisory Entity for Working Matters) about the number of employees and managers at the company and the places where they work and timetable of working hours
- The company must get two sets of company account ledgers: an inventory and balance book (Inventário/Balanço) and a diary/ledger book (Díario/Razão)
- Register the Shareholders Meeting Book (Company Minutes) at the Conservatória do Registo Comercial in order to get a document called a Termo de Abertura e Encerramento (Opening and Closing statements)
- Take out compulsory employees' accident insurance at a private insurer. This covers all salaried workers and managers
Checking Acts and registrations
The Portal de la Justiça publishes information in English on businesses registered in Portugal. Correct registration of a Portuguese business can be checked using the NIF or NIPC (Business Registration Number) of the company.
- Information in English (acts are all registered in Portuguese)from the Portal da Justica
- Online company registration (in Portuguese)
- Citizen's Portal creating a company (in Portuguese)
- Inspector-General for Work (Inspecção Geral do TrabalhoInspecção Geral do Trabalho)
At: Avenida Elias Garcia, 12-7º 1049-042, Lisbon
Tel: 215 953 200
- Institute for Security, Health & Hygiene in the Workplace (Instituto para a Segurança Higiene e Saúde no Trabalho, ISHST)
At: HQ Estrada da Ponte, nº2, Quinta Grande - Alfragide, 2610-141 Amadora
Tel: (+351) 210 103 900 (+351) 210 103 900
Fax: (+351) 210 103 999
- Portal of the Social Security Ministry (in Portuguese)
- Website of the Portuguese Justice Ministry (in Portuguese)
- Ministry of Labour, Solidarity and Social Security (in Portuguese)