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GLOBAL INFO

Portugal

COUNTRY:

PORTUGAL

QUESTION:

ANSWER:

1.      What are the main company forms in your country?

Private Limited-liability Companies (Sociedades por Quotas   “SQ.”) and Share Companies (Sociedades Anónimas “SA”)

2.      Which is the most preferred company form by foreign investors?

Limited-liability Companies are most preferred by foreign investors.

3.      What are the basic capital requirements of this company? (minimum amounts, types of capital, deadline of capital contribution)

For Share Companies the minimum share capital required is € 50.000,00 (fifty thousand euro). For Sociedades por Quotas the minimum is € 1,00 (one euro).

The share capital contribution is usually in cash, but contributions in kind are also authorized.

The share capital must be deposited in a credit institution up to the time of conclusion of the contract, or, subject to the liability of the shareholders until the end of the fiscal year-

4.      What are the basic rules of shareholders liability for company debts in this company?

The liability of the shareholders is limited to the amount of share capital owned in the company and the shareholders are not personally liable for any debt or other liability of the company unless otherwise agreed. However, managers are liable under a civil, criminal and fiscal point of view.

5.      What are the basic management requirements for this company? (only natural persons, or nationals can be managers etc.)

Natural and collective persons (represented by a natural person) can be managers of the company.

There is no nationality requirement for managers.

 

6.      How long does the registration procedure of this company take?

For common companies, we have a “do it now” procedure that allows us to incorporate a company in the very day. In more demanding cases, we have an “online” service which allows us to incorporate a company in few days. Special demands from clients related to inter alia, name of the company, voting rights and special nominations, demand more days.

7.      What are the main costs of formation of this company in local currency?

The main costs are: € 220 (two hundred and twenty euros) for simple companies and € 360 (three hundred and sixty euros) for complex ones; plus € 50 (fifty euros) for the  presentation of the fiscal statement in the Portuguese authorities.

 

8.      What is the average attorney’s fee of the formation of this company in local currency?

 

 The average attorney’s fee depends on the level of complexity installed and vary between € 120 (one hundred and twenty euros) and € 180 (one hundred and eighty euros) per hour.

9.      What are the basic publicity requirements of this company (filing of company changes, financial reports, etc.)

The company’s incorporation, the amendments to the by-laws are subject to registration in the competent Commercial Registry.

The company shall file its financial report to the Portuguese Tax Authority and the Commercial Registry on an yearly basis.

 

10.   What are the main auditor requirements?

In general, Sociedades por Quotas are not obliged to appoint a Chartered Accountant, responsible for the audit of the accounts of the company. However, for Companies with, at least, 50 workers, a balance sheet of €  1 500,000,00 (one million five hundred thousand euros) or a Total of net sales and other income of € 3.000,000,00 (three million euros), a Chartered Accountant is required.

Sociedades Anónimas must have at least one auditor.

Both of them have to submit, every year, a financial report to the Tax Authority and to the Commercial Registry.

There are special requirements for companies operating in a regulated market as, inter alia, the financial, insurance and telecoms market,