Back in 2006, the Portuguese government launched the Simplex initiative to make citizens and businesses everyday life easier – by cutting red tape, reducing compliance costs and using ICT to deliver better public services – has become a priority goal for the Portuguese Government. As part of this package, the Empresa na Hora was created.
Empresa na Hora is a service which allows citizens to start their companies immediately.
The incorporation process is quite simple, but it takes some preparation and the requirements change depending on who is the owner of the company – an individual or another company.
The preparation
If you want your company to be owned by you, then the process is very simple, you would need to go first to an office of the Tax Authorities, “Finanças”, and request a tax number, NIF – número de identificação fiscal. Besides the NIF, the registration office will need a copy of your passport or identity card.
If the owner of your Portuguese company will be another company, you still need to get a NIF. Additionally, the Registration Office, RNPC will request the incorporation certificate of the holding company, the minutes of the board meeting where it is approved the creation of your company in Portugal, a Power of Attorney which grants you the power to set up the company and the bylaws of your holding company.
These documents must be translated into Portuguese and certified by a notary or a lawyer.
Incorporating the company
The incorporation process starts by choosing the name of the company, the type of company, the purpose, Objeto Social, and the bylaws and appointing a company director.
In the RNPC, they will provide you with a pre-approved set of names that you can choose. If you want to have a custom name for your company you have 3 options:
- Submit a request for the name, you can do this online and wait to be approved.
- Go to the RNPC in Benfica, it is the only one in Portugal that approves the name while incorporating.
- Choose a pre-selected name and after the incorporation change it.
There are other types of companies, but the 3 main types are:
- Private Limited Company – Lda. – The minimum capital requirement to create this type of company is EUR 2 and it requires to have at least two shareholders. In Switzerland and Germany, this type of company is the same as a GmbH.
- Sole Quotaholder Private Limited Company – Unipessoal Lda. – The minimum capital requirement to create this type of company is EUR 1 and it has only one shareholder.
- Public Limited Company – S.A. – The minimum capital requirement to create this type of company is EUR 50.000,00, and it requires at least 5 individuals as shareholders or 1 company. In Switzerland and Germany, this type of company is the same as an AG.
If your objective is to set up a company in Portugal to hire your tech team and to have a presence here, we recommend creating a Sole Quotaholder Private Limited Company where the owner is your holding company.
To choose the purpose of your company you must go through the list of activities available, the CAEs.
To simplify the process, you can choose the pre-approved bylaws for your company, you can find some examples here.
Every company in Portugal needs to have a director assigned. The director of a company in Portugal must earn a salary and submit his contributions to Social Security. Let me guess what are you going to say next… “This doesn’t work for me, I already pay taxes in Switzerland (or any other country in the world) and I don’t want to pay in Portugal as well. What should I do?”. Easy, you need to prove to Social Security that you already have a salary in Switzerland and you are good to go. You can find more information here.
At the end of the process, the RNPC will provide you with a code where it proves that your company is formally incorporated. This code can be requested by different entities, mainly when you will need to open your bank account.
The registration fee is EUR 360.
I have my company incorporated and now what?
After having your company formally incorporated, you must go to a bank and open a checking account so you can deposit the initial capital. Usually, you need to deposit the funds within 5 business days after the company is incorporated.
Every company in Portugal must have a certified accountant, who will take care of tax filings, and process salaries and contributions for the Tax Authorities and Social Security. If you decided to create a Public Limited Company, you also need to have a Revisor Oficial de Contas.
The work is not done yet, you still need to communicate to the Tax Authorities the Declaration of Start of Activity and register the company with Social Security. Additionally, if you didn’t declare the beneficial owner of the company during the incorporation, you still need to do it here.
Cool, now you have a company created and ready to start operating, you just need to do one last thing before you can start invoicing your clients: you need to buy an invoicing system certificated by the Tax Authorities, our prefered choice is always InvoiceXpress.
Hi Softlanding, this sounds complicated, can you help me out?
That is why we are here! Feel free to reach out and we will prepare an action plan together, to have your company start to operate immediately.
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