Need to Register a Company in Portugal?
How to Open a Company in Portugal in 2024?
Please find below the main considerations:
1. Types of Companies
- Sole Proprietorship (Empresário em Nome Individual)**
- Individual ownership.
- Full personal liability for debts.
- Partnership (Sociedade em Nome Colectivo)**
- Owned by two or more individuals.
- Joint liability for all partners.
- Limited Liability Company (Sociedade por Quotas, Lda)**
- Owned by one or more individuals or companies.
- Liability limited to the capital invested.
- Public Limited Company (Sociedade Anónima, SA)**
- Suitable for larger businesses.
- Minimum share capital of €50,000.
- Liability limited to the capital invested.
- Single-Member Limited Company (Sociedade Unipessoal por Quotas)**
- A single shareholder.
- Liability limited to the capital invested.
2. Steps to Open a Company
- Choose a Business Name
- Verify the availability of the name via the National Registry of Legal Entities (RNPC).
- Reserve the name if available.
- Create a Company Charter
- Draft the Articles of Association.
- Define the company’s scope, registered office, share capital, and management structure.
- Obtain a Portuguese Tax Identification Number (NIF)
- Required for all shareholders.
- Can be obtained from the Portuguese Tax Authority (Autoridade Tributária).
- Open a Bank Account
- Deposit the initial share capital.
- Obtain a bank certificate confirming the deposit.
- Register the Company
- Submit the company charter, NIF, bank certificate, and shareholder identification to the Commercial Registry Office (Conservatória do Registo Comercial).
- Obtain the company registration certificate.
- Register for Social Security
- Register the company with the Portuguese Social Security Institute (Segurança Social).
- Declare the Start of Activity
- Submit the declaration of commencement of activity to the Portuguese Tax Authority.
- Obtain Required Licenses and Permits
- Depending on the business type, additional licenses and permits may be required.
3. Documents Required
- Identification Documents
- Passport or ID card of shareholders.
- Proof of address.
- Tax Identification Number (NIF)
- For all shareholders and directors.
- Articles of Association
- Drafted and signed by all shareholders.
- Bank Certificate
- Proof of deposited share capital.
- Company Registration Form
- Completed form for the Commercial Registry.
- Social Security Registration
- Form for registering with the Social Security Institute.
4. Company Tax Overview
- Corporate Income Tax (CIT)
- Standard rate: 21%.
- Small and medium-sized enterprises (SMEs): 17% on the first €25,000 of taxable income.
- Value-Added Tax (VAT)
- Standard rate: 23%.
- Reduced rates: 13% and 6% for certain goods and services.
- Social Security Contributions
- Employer contributions: 23.75% of gross salaries.
- Employee contributions: 11% of gross salaries.
- Municipal Business Tax
- Range: 0.3% to 1.5% of taxable profit, depending on the municipality.
- State Surtax
- Applicable to taxable income over €1.5 million at progressive rates.
5. Fees to Register the Company
- Company Name Reservation
- Approx. €75.
- Commercial Registry Fee
- Online registration: Approx. €220.
- In-person registration: Approx. €360.
- Publication Fees
- Approx. €50 for mandatory publications in the Official Gazette.
- Notary Fees
- Vary depending on the complexity and services required.
- Bank Account Fees
- Vary by bank and account type.
Summary:
Opening a company in Portugal in 2024 involves selecting the appropriate company type, gathering necessary documents, and completing several registration steps. Key considerations include understanding the corporate tax structure and associated fees. Portugal offers a supportive environment for business, with structured processes and incentives for new enterprises.