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A shelf company in Portugal is an Lda (sociedade por quotas) that was constituted and registered some time ago, has never traded, and is sold by transferring its quotas, the Lda’s equivalent of shares. Whether the search is for a ready-made company, a ready company or an off-the-shelf company in Portugal, the legal mechanics are the same, and nothing new is created. The legal person, its identification number (NIPC), its company card, its permanent certificate and the date of constitution in the commercial registry all stay as they are. What changes is who holds the quotas, who acts as gerente and, if the buyer wishes, the name, the business object and the seat. For buyers looking for a ready-made company inside the European Union, the Portuguese Lda behaves much like an LLC: the partners are jointly liable for paying in the contributions agreed in the articles, and beyond that only the company’s own assets answer for its debts (Commercial Companies Code, CSC, Article 197).
| Item | After the purchase |
|---|---|
| Legal person, NIPC, date of constitution, permanent certificate | Unchanged |
| Share capital | Stays in the company; where contributions were deferred, the partners must have declared their payment at the first annual general meeting after the first financial year (CSC Article 202) |
| Partners | The buyer, with effect towards the company once it is told of the transfer in writing and registration of the transfer has been requested |
| Gerentes | New gerentes appointed by the partners; individuals only, each signing a declaration of acceptance |
| Name and object | Changed by amending the articles: a partners’ resolution carried by three quarters of the votes, with a name approved by the RNPC |
| Seat within Portugal | Can be moved by the management unless the articles reserve this to the partners |
| IRC registration | Unchanged; the company goes on filing its returns |
| VAT activity | Depends on the company’s history; see the dormancy rules below |
| Beneficial owner register (RCBE) | Updated within 30 days of the change |
| Bank account, if there is one | Stays with the company; the bank decides whether to keep it |
A shelf Lda with its seat in Madeira pays the island’s regional IRC rate, but not the 5% rate of the Madeira Free Zone, which depends on a licence of its own and on jobs and investment in Madeira. Quotas can never be represented by share certificates (CSC Article 219), so the buyer’s title rests on the written transfer and on the registry.
Portuguese law asks for less ceremony than many buyers expect. A transfer of quotas between living persons only has to be made in writing (CSC Article 228), and the Code requires no notarial deed. Two other rules do the real work. First, a transfer to anyone who is not already a partner, a spouse, an ascendant or a descendant has no effect towards the company until the company consents, unless its articles dispense with consent (Articles 228 and 229), and that consent is given by a partners’ resolution (Article 230). Second, facts relating to quotas have no effect towards the company until their registration has been requested (Article 242-A). The company itself promotes that registration, which consists of depositing the transfer documents with the commercial registry, and it has two months to request it (Commercial Registry Code, Articles 3, 15 and 53-A; CSC Article 242-B).
| Step | Who acts | Rule |
|---|---|---|
| Read the articles for transfer restrictions | Buyer | Clauses may require or dispense with consent (CSC Article 229) |
| Resolution consenting to the transfer | Existing partners | CSC Article 230 |
| Written transfer agreement | Seller and buyer, in person or through an attorney | CSC Article 228 |
| Registration of the transfer by deposit | The company | Within two months (Commercial Registry Code, Article 15) |
| Removal and appointment of gerentes | Partners resolve, the company files | Registered within two months, with the new gerentes’ declarations (CSC Article 252) |
| Amendment of name, object or other clauses | Partners, by three quarters of the votes | Written minutes suffice (CSC Articles 85 and 265) |
| RCBE update | The company | Within 30 days (Lei 89/2017, Article 14) |
The municipal property transfer tax (IMT) reaches a quota purchase only when more than half of the company’s assets are Portuguese real estate not used in its business and the buyer ends up with at least 75% of the capital (IMT Code, Article 2). A never-traded shelf company owns no property, so buying its quotas does not trigger IMT.
A buyer who takes all the quotas concentrates the Lda in one partner. The Code lets that partner turn it into a Unipessoal Lda by a simple declaration, which can be written into the transfer document itself, and the name must then include the word “Unipessoal” (Articles 270-A and 270-B). Two limits apply. An individual can be the sole partner of only one Unipessoal Lda, so someone who already owns one should share the quotas with a second partner or buy through another company; and that company cannot be a Unipessoal Lda, because a Unipessoal Lda cannot be the sole partner of another Lda (Article 270-C). A buyer who prefers to keep a plural Lda can bring in a second partner instead, but a company left below the legal minimum number of partners for more than a year is exposed to a request for administrative dissolution (Articles 142 and 270-D).
An earlier registration date is the main reason people buy a shelf company, yet Portuguese law treats long inactivity as a weakness rather than a pedigree. Dissolution of a company can be requested once it has carried on no activity for two consecutive years (CSC Article 142). The registry must open an administrative dissolution on its own where, for two consecutive years, the company has neither deposited its accounts nor filed its income tax return, or where the tax authority reports that the company has no effective activity or that its activity has been declared ceased (Article 143). For VAT, activity is deemed to stop when no taxable acts take place for two consecutive years, and the tax authority may declare cessation on its own initiative where it is plain that nothing is being carried on (VAT Code, Article 34). A company whose accounts for a past year were never registered also cannot register an amendment of its articles until they are, although the quota transfer and the new gerentes can still be registered (Commercial Registry Code, Article 17).
The value of a Portuguese shelf company therefore lies in a clean file more than in its age. Before signing, the buyer should see:
Our guide to aged shelf companies explains what a date of incorporation can and cannot prove.
Where the Lda already holds a bank account, the account belongs to the company and remains with it after the sale. Portugal’s anti-money-laundering law then obliges the bank to refresh its identification of the representatives and beneficial owners, and to end the relationship where that due diligence cannot be completed and the risk cannot be managed otherwise (Lei 83/2017, Articles 40 and 50). The bank may keep the account, ask for more documents or close it, and nobody can promise the outcome beforehand. Our page on bank accounts for Portuguese companies lists what Portuguese banks ask a company for, and the guide to shelf companies with bank accounts explains how banks generally treat a change of owner.
Portugal registers new companies quickly. The IRN describes Empresa na Hora as constitution and registration done in one visit, and it registers Empresa Online applications within 5 or 10 days. A buyer who can attend a counter with all the partners, or who holds Portuguese digital identification, gains little from a never-traded company apart from its date. A new Lda also starts with no filing history to verify, and with a name, object and articles written for the business from the outset. Our page on company formation in Portugal sets out that route, and the Portugal company guide covers tax, residency and the RCBE. Buyers weighing both Iberian markets can also compare ready-made companies in Spain.
We can supply a ready-made Lda or form a new one. On a purchase we prepare the consent resolution, the written transfer, the appointment of the new gerentes and any amendment of the articles, together with the registry filings and the RCBE update. We also help prepare the bank application, and where we have a working contact at a suitable bank we can introduce the company, while the decision stays with the bank.
Yes. Portuguese law sets no nationality or residency condition for the partners or gerentes of an Lda, and one foreign buyer can hold every quota. Each partner and gerente needs a Portuguese tax number (NIF), which the tax authority issues to non-residents through a representative on its e-balcão without requiring a tax representative. A resident of a country outside the EU and EEA appoints one, or signs up to electronic notifications, within 15 days of a tax relationship arising.
No. The Commercial Companies Code only requires a transfer of quotas to be made in writing. What matters more is the company’s consent, which applies to a buyer who is not already a partner unless the articles dispense with it, and the registration, which the company requests by depositing the documents with the commercial registry within two months. Until that request is made, the transfer has no effect towards the company.
There is no official processing time for a quota transfer, because its registration is by deposit: the company files the documents and the registry archives them. The legal limits work as deadlines for the company instead: two months to request registration of the transfer and of the new gerentes, and 30 days to update the RCBE. In practice the timetable depends on how quickly the buyer’s identification documents and the partners’ resolution are ready.
The company keeps its NIPC and its IRC registration, but VAT activity is a separate question. Under the VAT Code, activity is deemed to cease after two consecutive years without taxable acts, and the tax authority can also declare cessation on its own initiative. A never-traded Lda may therefore have no open VAT activity, in which case the company files a start-of-activity declaration before its first taxable sale.
Yes. A new name is an amendment of the articles, decided by the partners with at least three quarters of the votes and recorded in written minutes, and the name must come from the state’s pre-approved list or be approved by the RNPC. If the old name refers to an activity that the new object drops, the name has to change at the same time. The amendment cannot be registered while the accounts of a past year remain unregistered.
It is the closest Portuguese equivalent. In a sociedade por quotas, the Lda, capital is divided into quotas rather than shares, the partners are jointly liable for the contributions agreed in the articles, and only the company’s assets answer to its creditors. It is run by one or more gerentes, who must be individuals, and it can have a single partner as a Unipessoal Lda. Unlike shares in many systems, its quotas cannot be issued as certificates.
Ask us which Portuguese Lda companies are available now, or describe the activity you plan and we will tell you whether a ready-made company or a new one fits better. Contact us, or write on Telegram or WhatsApp at +48 663 247 166.