For several years, Portugal has facilitated procedures for the creation of companies. New Address supports its clients in their administrative procedures and offers turnkey solutions. From the drafting of the articles of association, to the domiciliation of the company, to the procedures with the Portuguese administrations (tax, social security...), do not hesitate to contact us for more information.
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How to create a company in 24 hours in Portugal?
There are various forms of companies or other forms of establishment in Portugal.
We will limit ourselves here to describing the procedures for a "por quotas" company (corresponding to a limited liability company in France), or a uni-pessoal company (corresponding to an individual partnership).
The "Empresa na Hora" system:
Business formalities centres bring together the main services necessary for the first administrative steps related to the creation of a company, at the same time as it is possible to deal with other formalities concerning the life of a company (Tax Administration and Social Security). This applies to all companies except those requiring prior authorisation and those whose share capital would not be made solely in cash (capital in kind).
Not being Portuguese is not an obstacle. Any foreigner can set up a company via the "empresa na hora" service.
Step 1: Choosing the company name
To be chosen from a pre-defined list (and reserved for this purpose) available on this website www.empresanahora.mj.pt. As this list is not updated in real time, it is better to provide an alternative in case the chosen name is being assigned.
To choose the name of your company, you must apply to the "Registo Nacional de Pessoas Colectivas". In this case, it is obviously no longer a company created in 24 hours since this request can last several days, or even more, if the proposed names are not accepted.
Note that the legal name of the company has nothing to do with the trade name that can then be added.
Step 2: The company's articles of association
Once the name of the company has been chosen, a status model must be chosen from among the two proposed by the service. These model statutes are standard and minimalist. For binding statutes involving several shareholders, the creation of a company via the "empresa na hora" service is therefore not recommended.
All partners of the company must be present or legally represented, with an identity document and a contributory card or number (número de identificação fiscal).
Step 3: Choose the company's registered office
The precise address of the company's registered office must be defined (with the name of the district - "freguesia"). No proof of rental or purchase of premises is required.
Step 4: The company's share capital
Two options: deposit it before, in a bank of your choice, or after (within 5 working days).
Step 5: Choice of the corporate purpose and classification CAE (Código de Actividade Económica)
The CAE is defined according to the main activity of the company.
Step 6: signature of the statutes and payment of the service
After proofreading, the articles of association are to be signed before the notary who follows the file and who has the power to recognize the official signatures. The cost of incorporation varies according to the amount of share capital. For 10,000 euros of capital, you can count 400 euros payable immediately in cash or by cheque.
Two documents defining the identity of a company will then be submitted (a "cartão de pessoa colectiva" and a "certidão do registo da Sociedade") as well as a "contributive number" assigned to the company, an essential identification element for invoicing or opening a bank account. In this respect, we strongly advise you to open the bank account and deposit the capital after the creation of the company (even if of course you should contact one or more banks beforehand).
After these 6th steps the company is legally created, but not yet fully ready to start its activity.
For this purpose, a declaration of commencement of activity is required.
Step 7: Declaration of the beginning of activity
To be able to carry out its activity, a company must declare a start of activity to the tax authorities using the "Inicio de Actividade" form and choose a T.O.C. (técnico oficial de Contas) responsible for accounting, recommended or provided by the TOC Chamber of Commerce Stock Exchange, for 50 euros (+IVA).
This declaration of activity can be made via the Internet within 15 days of the company's creation date and only after having deposited the capital money in a bank.
From this point on, a company can have an activity and start invoicing for its services or products.
It will also be registered with the Portuguese social security system as soon as it is created and automatically (enshrined in the Articles of Association) where employees are registered or registered as paid managers.
The publication of the company's creation is carried out online on the website www.mj.gov.pt/publicacoes
An Internet domain name (ending in.pt) is automatically assigned free of charge during the first year. Within days of creation, a letter from the Internet provider is sent to the company's headquarters indicating a login and password to manage his account.
In conclusion, given the constraints imposed by the system, the "empresa na hora" service is rather reserved for family businesses or businesses with one or two partners without company name or statutory constraints, which is the case for many people who want to create small or medium-sized businesses.
The articles of association of a company may be amended at any time, in particular the name, address of the registered office, the addition of clauses in the articles of association, partners, etc...
Note: the "Empresa on-line" system since 2007 allows you to create a company from A to Z on the Internet. However, it is more restrictive. To use it, you must have a qualified electronic signature (which implies other steps) or go through a lawyer or notary who has a digital signature, but it is mainly, for the moment, reserved for Portuguese citizens.
New Address supports you in all the steps of setting up a company in Portugal through a business consulting service (including the provision of official translator and TOC).