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Portugal
Company Formation

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Overview

Portugal’s most common corporate form is the Sociedade por Quotas (Lda)—a flexible, limited liability company ideal for foreign investors (even single-member).

Alternatively, you can establish a branch office, which acts as a direct extension of a foreign company without separate legal personality.

Highlights

Minimum required capital for a Lda: €1

No minimum share capital is required for a branch.

Meeting in the office.

Portugal: Companies and Branches

Sociedade por Quotas (Lda) requires just €1 minimum share capital, with no legal requirement for two quota-holders if you’re a single-member company.
Allows full foreign ownership; shareholders can also serve as managing directors.
Requires preparation and filing of Articles of Association and name reservation through the Portuguese Company Registry.
Accounting must follow Portugal’s SNC standards; small LDAs are exempt from audit unless size thresholds are exceeded.
Standard corporate tax: 21%, with SME relief (16% on first €50k income) and municipal surtaxes possible.
Flexibility for share transfers, amendments, and registered office updates—subject to registry filings.
A branch (sucursal) has no separate legal personality and no minimum capital requirement.
Branch must file annual financial statements of the parent company at the Portuguese registry.
Parent company holds full liability for branch obligations.
Branch registration requires translated parent company documents, board resolution, appointment of a representative with Portuguese NIF, and commercial registry entry.

Requirements and Procedures

For an Lda (subsidiary or standalone):
  • Reserve company name via RNPC/Registro Comercial, include “Lda” suffix.
  • Draft and notarize Articles of Association.
  • Open a bank account and deposit at least €1 share capital.
  • Obtain a Portuguese Tax Number (NIF) for non-resident shareholders or managers.
  • Execute public deed of incorporation before notary.
  • File incorporation with Commercial Registry (2–4 weeks).
  • Register for corporate tax, VAT, social security, and, if relevant, import-export with customs (EORI).
  • Implement accounting under SNC; file annual accounts and tax returns.
  • Appoint auditors if company exceeds thresholds.
  • Annual compliance: corporate tax, VAT, social contributions, and Corporate Registry updates.
For a branch office:
  • Pass parent company resolution approving branch and appoint Portuguese representative with NIF.
  • Apostille and translate foreign Articles and registration certificate.
  • Notarize public deed establishing branch.
  • Register branch at Commercial Registry with all documentation.
  • Obtain branch NIF, VAT number, and statistical number.
  • Open a bank account in the branch’s name.
  • Register for tax (corporate tax 21%, VAT) and customs if needed.
  • Register with Social Security and labor inspectorate, secure work accident insurance.
  • File annual financial information: parent’s statements plus declaration of branch activities.
  • Maintain bookkeeping and compliance under Portuguese accounting rules.

How Charfort can help you?

Analyze whether an Lda subsidiary or branch office better aligns with your business and tax strategy.
Reserve company name and prepare required founding documents.
Arrange NIFs, translated and apostilled foreign paperwork, and notarial deeds.
Assist in opening bank accounts and depositing share capital.
File incorporation or branch registration with Portuguese Commercial Registry.
Handle tax registrations (corporate tax, VAT, customs/EORI, social security).
Maintain accounting records in compliance with SNC standards.
Support VAT, corporate tax filings and season-end financial statements.
Manage translations, auditing coordination, and regulatory filings.
Provide bilingual (EN/PT) guidance tailored to international clients.
Business people outside the office.

Frequently asked questions

Everything you need to know about the process.

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Charfort assists international clients in obtaining residence and citizenship under the respective programs. Contact us to arrange an initial private consultation.

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