- →
-
Contact Form
-
Company formation in Portugal almost always means registering a sociedade por quotas, the Lda, which is the Portuguese counterpart of a private limited company or an LLC. Company registration in Portugal runs through the commercial registry of the Instituto dos Registos e do Notariado (IRN), and the state offers two routes of its own: a counter called Empresa na Hora and the online service Empresa Online. Foreigners may form, own and manage a Portuguese company from abroad, but the IRN treats one point as a legal prerequisite: every individual partner must already hold a Portuguese tax number (NIF) on the day the company is constituted, and a foreign company joining as a partner needs a Portuguese identification number of its own.
| Form | Partners | Capital set by law | Typical use |
|---|---|---|---|
| Lda (sociedade por quotas) | Two or more, individuals or companies | Freely fixed; every quota has a nominal value of at least €1; contributions paid or promised by the end of the first financial year | Trading and service companies, joint ventures |
| Unipessoal Lda | One individual or one company | Same quota rules as the Lda | A single founder or a subsidiary of a foreign group |
| SA (sociedade anónima) | At least five shareholders as a rule | At least €50,000 of share capital; no more than 70% of cash contributions deferred; cash paid in is deposited at a bank before signing | Larger companies and capital raising |
| Permanent representation (branch) | A foreign company | None; the foreign company stays the legal entity | A foreign company operating in Portugal for more than a year |
The Commercial Companies Code (Código das Sociedades Comerciais, CSC) leaves the amount of an Lda’s capital to the articles (Article 201) and only fixes the floor of each quota (Article 219). A single-member company carries the word “Unipessoal” in its name (Article 270-B), and two restrictions often surprise foreign groups: one individual can be the sole partner of only one Unipessoal Lda, and a Unipessoal Lda cannot itself be the sole partner of another Lda (Article 270-C). A foreign company that wants to operate in Portugal for more than a year without a subsidiary must register a permanent representation instead (Article 4).
An Lda is managed by one or more gerentes, who must be individuals with full legal capacity but need not be partners (CSC Article 252). Neither the partners nor the gerentes have to be Portuguese or live in Portugal. For the registration, each gerente signs a declaration accepting the appointment and stating that they know of no circumstance barring them from office. The seat has to be a concretely defined address in Portugal (Article 12).
A non-resident obtains a NIF on the e-balcão of the Portal das Finanças, through a legal representative holding a power of attorney, or in person by appointment at a tax office or a Loja do Cidadão. The tax authority’s guidance for non-resident foreigners says that no tax representative is needed to obtain the number; the duty to appoint one, or to sign up to electronic notifications instead, arises only once a tax relationship exists, and only for residents outside the EU and EEA.
Plan for a contabilista certificado too. Commercial companies must keep organised accounts (Corporate Income Tax Code, CIRC, Article 123), and only members of the Ordem dos Contabilistas Certificados may sign their financial statements and the tax returns built on them. The accountant can be named during the formation; otherwise the founders file the start-of-activity declaration at a tax office within 15 days.
| Point | Empresa na Hora | Empresa Online |
|---|---|---|
| Where | Any Empresa na Hora counter, wherever the seat will be | The gov.pt portal |
| Who signs | All partners, present at the counter | Partners holding a Cartão de Cidadão or Chave Móvel Digital with an active digital signature, or a lawyer, solicitor or notary with a professional digital certificate |
| Name | A name from the state’s pre-approved list, or an RNPC certificado de admissibilidade | A pre-approved name, an automatically approved one, or a valid certificado de admissibilidade |
| Articles | One of the pre-approved models | A pre-approved model or articles drafted by the founders |
| Registration, as the IRN states it | The whole constitution at a single counter in a single session | Within 5 days for a pre-approved model or 10 days for the founders’ own articles, if nothing is defective |
When an Empresa na Hora session ends, the IRN hands over the articles, the access code to the permanent certificate (certidão permanente), the access code to the company card with the company’s identification number (NIPC), and its Social Security number. Empresa Online is what most people mean by Lda online registration. Founders without Portuguese digital identification work through a lawyer, solicitor or notary, who can recognise the partners’ handwritten signatures in person; where the partners grant a power of attorney (procuração), the attorney’s signature is enough.
| Step | What happens | Rule or official time limit |
|---|---|---|
| 1. NIF | Each individual partner obtains a NIF; a foreign corporate partner obtains a Portuguese identification number | Held at the date of constitution (IRN) |
| 2. Name | A pre-approved name or a certificado de admissibilidade from the RNPC | An Lda’s name ends in “Limitada” or “Lda.” (CSC Article 200) |
| 3. Articles (pacto social) | Quotas and holders, contributions, object with CAE activity codes, seat, gerentes | In writing, with signatures recognised in person unless signed digitally (CSC Article 7; IRN) |
| 4. Registration | At an Empresa na Hora counter, through Empresa Online, or filed with a Conservatória do Registo Comercial | Requested within two months of signing (Commercial Registry Code, Article 15) |
| 5. Capital | Paid in beforehand, deposited within 5 working days, or delivered to the company by the end of the first financial year, on the partners’ own declaration | CSC Article 202; IRN |
| 6. Tax | Start-of-activity declaration, filed by the contabilista certificado or at a tax office | Within 15 days of presenting the registration (CIRC Article 118), and before any VAT-able activity starts (VAT Code Article 31) |
| 7. Beneficial owners | RCBE declaration naming every person who owns or controls the company | Within 30 days of registration (Lei 89/2017, Article 12) |
Our Portugal company guide covers residency and the RCBE register, and the page on business bank accounts in Portugal lists the documents Portuguese banks ask a new Lda for, from the permanent certificate code to the RCBE code.
| Tax or filing | Rule |
|---|---|
| IRC, standard rate | 19% for tax periods starting in 2026, 18% in 2027 and 17% from 2028 (CIRC Article 87, Lei 64/2025) |
| IRC, SMEs and small mid caps | 15% on taxable income up to a threshold of €50,000 and the standard rate above it, within EU de minimis limits; 12.5% on that slice for qualifying startups |
| Municipal surcharge (derrama) | Up to 1.5% of taxable profit, set by each municipality (Lei 73/2013, Article 18) |
| State surcharge (derrama estadual) | 3%, 5% and 9% on the slices of taxable profit above thresholds of €1.5 million, €7.5 million and €35 million (CIRC Article 87-A) |
| VAT (IVA) on the mainland | 23%, 13% and 6% |
| VAT small-business exemption | Turnover in Portugal of no more than €15,000 in the previous year and no exports; no right to deduct input VAT |
| IRC return (Modelo 22) | By the last day of May |
| IES annual return and registration of the accounts | By 15 July for a calendar-year company |
| RCBE annual confirmation | By 31 December, which can be done with the IES |
For those searching Portugal CIT, IRC is the Portuguese name of corporate income tax. An Lda without a supervisory board must also appoint a statutory auditor (revisor oficial de contas) once it exceeds two of three thresholds for two consecutive years: a balance sheet total of €1.5 million, a turnover threshold of €3 million in net sales and other income, and an average of 50 employees (CSC Article 262).
Madeira company formation follows the mainland procedure exactly. A company with its seat in Funchal or elsewhere on the island is an ordinary Lda or SA, registered through the same IRN services and identified by a NIPC like any other. What differs is tax. Madeira sets its own IRC rate, and the regional decree for 2026 (Decreto Legislativo Regional 8/2025/M) fixed it at 13.3%, with 10.5% for qualifying SMEs on taxable income up to a threshold of €50,000.
The 5% rate linked with company registration in Madeira comes from a separate licence to operate in the Madeira Free Zone (Zona Franca da Madeira), the island’s international business centre. Under Article 36-A of the Tax Benefits Statute, entities licensed until 31 December 2026 pay 5% IRC until 31 December 2033, on conditions set by law. Activity must start within six months of the licence. The entity either creates one to five jobs in its first six months and meets an investment threshold of €75,000 in fixed assets within its first two years, or creates six or more jobs in its first six months. The 5% rate applies only up to a ceiling on taxable income that rises with the number of jobs, and a trading or service company qualifies only for income from dealings with non-residents or other Free Zone entities. Intragroup head-office and management consulting activities, and financial and insurance activities, are excluded.
Because Empresa na Hora can complete a constitution in one sitting, a ready-made company in Portugal is rarely worth buying for speed alone. It fits narrower cases: partners who cannot come to a counter and hold no Portuguese digital identification, a counterparty that wants a company with an earlier registration date, or a buyer who wants the NIPC and permanent certificate in hand before anything else is settled. Our page on ready-made shelf companies in Portugal explains how quotas are transferred and what to check in a dormant Lda, and the guide to off-the-shelf companies compares buying with forming in general terms.
We can form a new Lda or supply a ready-made one. For a formation we prepare the articles and the registry filings, including the RCBE declaration, and we help prepare the bank application; where we have a working contact at a suitable bank we can make an introduction, and the bank alone decides whether to open the account. That is the work we take on as a company formation agent in Portugal.
The official figures are the IRN’s. At an Empresa na Hora counter the whole constitution is done in one session, with every partner present. Through Empresa Online the registry registers the company within 5 days when a pre-approved model of articles is used, or 10 days for articles drafted by the founders, provided nothing needs correcting. Either way, each individual partner needs a NIF first.
Yes. Partners and gerentes may be of any nationality and live anywhere. Each individual partner needs a NIF before the company is constituted, which a representative can request on the Portal das Finanças. No tax representative is required to obtain the NIF; once a tax relationship exists, a resident of a country outside the EU and EEA appoints one within 15 days or signs up to electronic notifications.
The law sets no minimum for the company as a whole, only for each quota, whose nominal value cannot be below €1, so an Lda with two partners can have share capital of €2. The partners declare in the articles that they have paid their contributions or will deliver them to the company by the end of its first financial year, so no bank certificate is needed. An SA needs share capital of at least €50,000.
Yes, through Empresa Online, but the self-service route needs every partner to hold a Cartão de Cidadão or Chave Móvel Digital with an active digital signature. Founders without one use a Portuguese lawyer, solicitor or notary with a professional digital certificate, who files the application. The partners either grant a power of attorney, so that the attorney signs, or sign by hand and have the signatures recognised in person.
In practice, yes. Commercial companies with their seat in Portugal must keep organised accounts, and signing the financial statements and the tax returns based on them is reserved to certified accountants registered with the Ordem dos Contabilistas Certificados. A company that has not started trading still files its IRC return and its annual IES, so the appointment matters from the first year rather than from the first invoice.
The standard IRC rate is 19% for tax periods beginning in 2026, falling to 18% in 2027 and 17% from 2028. Qualifying small and medium-sized companies pay 15% on taxable income up to a threshold of €50,000. Municipalities may add up to 1.5%, and the state surcharge of 3% to 9% applies only to profit above a threshold of €1.5 million. Madeira has lower regional rates, and Free Zone licensees pay 5% within the limits of their licence.
Tell us who the partners and gerentes will be and what the company will do, and we will set out what a formation in Portugal would need in your case. Contact us, or write on Telegram or WhatsApp at +48 663 247 166.