Portugal – Sociedade por Quotas – Lda Company Incorporation

• Time – 2 weeks to incorporate your company
• Directors – only one director is required, there is no restriction placed upon nationality
• Shareholders -only one shareholder is required who may be an individual or corporation
• Share capital – there is no minimum share capital requirement
• Support – using our 20 years experience we guide you throughout every step of the company formation process

Timescale to incorporate

It normally takes 2 weeks to incorporate your company.

Do I have to travel to Portugal?

Traveling to Portugal is recommended for notarisation purposes. When incorporating your company, the ‘articles of association’ as well as the ‘sale and transfer agreement’ of shares must be notarised. The founders of a company must prove their identity before a notary with valid ID documents. Also, it is necessary for your company to open a bank account (a Portuguese bank is recommended) which is also easier to do in person.

However, it is also possible to be represented by another person. A power of attorney certified with an Apostille or a Legalisation by a foreign notary must be used for this purpose. Formacompany can represent you as founder and/or shareholder before the notary at your request. However, if you do wish to use this option, please note that this process is of a somewhat lengthy duration; and impossable to open a Portuguese bank account with power of attorney.

Private Limited Company – Lda

In practice, a private limited liability company is the most widely used type of company. It is a convenient form of organisation for small and/or closely held enterprises, due to its less complex administrative and supervisory structure.

Members of a Sociedade por Quotas – Lda have quotas, rather than shares, and the quotas are described in the Articles of Association. Quotas can be transferred only by public deed. A Lda requires in general two members, however the incorporating of private limited companies with a single quota holder is also permitted.

For private limited companies, the minimum share capital is €5000. You should also open a bank account in Portugal to deposit the share capital. A Sociedade por Quotas – Lda is required to maintain a legal reserve, intended to protect third parties and to cover any losses, so that a minimum of 5% of profits must added to the reserve each year.

Private Limited Companies (Lda) are the most popular vehicles for carrying on business activities by local and foreign investors, most companies operating in Portugal are Sociedade por Quotas or a Sociedade Limitada. The main feature is:

• There are no restrictions on the percentage of foreign ownership allowed in a Portuguese company – therefore, it is possible to incorporate a company which is totally owned by non-residents whether corporate or individual.
• A company can be formed by a single person who can be both the sole director and the sole shareholder. If this is the case, the company needs to include the word ‘unipessoal’ in its title.
• You are required to deposit share capital of the company in a bank account.

Corporate name Certificate

Define company’s principal activity and corporate name. Shareholders wishing to incorporate a company in Portugal must apply for a corporate name certificate at the National Registry of Companies – Registo Nacional de Pessoas Colectivas.

The proposed corporate name and two other alternative corporate names must be indicated. The corporate name must reflect the activities that the company intends to perform and cannot be misleading regarding the activities it proposes to undertake.

After the approval of the corporate name the Registry will issue a certificate of registration together with a provisional tax registration card.

Public Deed

Public Deed must be signed and sealed by public notary.

Start of Activity

Declare Start of Activity at the Direcção-Geral dos Impostos (Government tax office) once the incorporation deed has been executed.

Resident Director

There is no requirement to appoint a local resident director.

The principal form of limited liability company is the Sociedade por Quotas – Lda. This is the most common formation in Portugal for both foreign and national investors.