Step-by-Step Guide to Incorporating a Private Limited Company (Lda.) in Portugal

Incorporating a private limited company in Portugal is a relatively straightforward process; however, it involves several administrative steps that should be carefully prepared in order to avoid delays, additional costs, and legal risks. Below we outline the key stages, from the initial requirements to the post-registration obligations:

1. Obtain a Tax Identification Number (NIF for individuals / NIPC for legal entities)

Before proceeding with the incorporation of the company, all shareholders must be registered in the Portuguese tax system. If there are foreign shareholders (individuals or companies), the first step will be to apply for the respective NIF or NIPC with the Portuguese Tax Authority, which may require the appointment of a tax representative in certain cases.

Without this tax number, it is not possible to proceed with the incorporation of the company.

2. Choose the Company Name (Corporate Name)

There are two main options:

a) Certificate of Admissibility: If you wish to use a specific company name, you must submit a request for a Certificate of Admissibility, which is subject to approval.

b) Pre-approved Name List: Alternatively, it is possible to select a name from the List of Pre-approved Company Names made available by the Commercial Registry, which allows the process to be expedited (HERE).

In this case, the company may be incorporated immediately, without a prior name approval request.

3. Prepare the Incorporation of the Company

At this stage, all essential information must be gathered and the incorporation documents prepared. The following information is required:

• Share Capital: amount and method of contribution;

• Registered Office: full address of the company;

• Corporate Purpose: business activities to be carried out by the company;

• CAE Codes: Economic Activity Codes;

• Identification of Shareholders: full name, nationality, address, identification document, tax number (NIF), and value of the quota held;

• Identification of the Managing Director(s): full name, nationality, address, identification document, and tax number (NIF).

4. Draft and Sign the Required Documents

At this stage, the incorporation documents must be prepared and submitted for registration with the Commercial Registry. The required documents include:

a) Articles of Association (Memorandum of Association)

The articles of association must be signed by all shareholders, with notarised signatures, or by a duly authorised attorney-in-fact. This is the fundamental corporate document and may be based on:

• A Pre-approved Model provided by the Commercial Registry, or

• A Customised Model;

b) List of Shareholders: document identifying each shareholder and their respective quota;

c) Statement(s) of Acceptance of Office by the managing director(s);

d) Beneficial Ownership Declaration: declaration identifying the company’s beneficial owners, required for legal compliance.

5. Post-Incorporation Obligations

After the company has been incorporated, several legal acts and obligations must be completed within the applicable deadlines:

• Registration of the RCBE (Central Register of Beneficial Ownership);

• Opening of a bank account in the name of the company;

• Appointment of a Certified Accountant;

• Commencement of activity with the Portuguese Tax Authority;

• Opening of the minutes book and initial organisation of corporate records;

• Preparation of the first shareholders’ resolution, namely to determine whether the managing director(s) will be remunerated;

• Payment of the share capital: the share capital must be deposited into the company’s bank account by the end of the first financial year.

The incorporation of a company involves a certain level of bureaucracy, specific legal requirements, and potential risks that must be properly addressed. VPA is available to provide support at all stages of the process, ensuring legal compliance and adherence to statutory deadlines.