G07E - Starting a business

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EMPRESA ONLINE

The Empresa Online 2.0 service reduces bureaucracy and streamlines processes.

Create a company online through Empresa online 2.0

In the Empresa online 2.0 you can create commercial companies and civil companies in commercial form, such as:

• single-person limited liability company (sociedade unipessoal por quotas)

• limited liability company (sociedade por quotas)

• anonymous society (sociedade anónima).

Other business types can create a company online here OR if you want to set it up in the traditional way OR through Empresa na Hora quick registration, find more information further down in this bulletin.

Information you need to know to create your company online 

• type of company (legal nature of the company)

• how to choose a company name

• economic activity (CAE)

• what is the social object

• what is the amount of share capital

• what is the social pact

• documents and requirements

• obligation to have organised accounting

• how much does it cost

1. click on the Criar nova empresa (Create new company) button and then on Start online service

2. fill in the form with the above-mentioned information

3. pay the fees by bank reference, credit card or MBWay

The billing document is sent to email and can also be consulted in the reserved area.

Your request will be analyzed and if there are no non-conformities in the declared data, company registration will be completed.

If non-conformities are detected in the order, you will be notified and you have 5 days to make corrections.

But a company can only be created online with:

• the Digital Mobile Key (CMD - Chave Móvel Digital) or Portuguese Citizen Card (CC - Cartão Cidadão)

• the Digital Certificate (CD - Certificado Digital), of the respective professional order by a lawyer, notary or solicitor

• the Digital Mobile Key (CMD - Chave Móvel Digital) associated with the passport, if you are a foreign citizen.

To create an online company, it is also necessary that all partners of the company to be created have an active digital signature.

Access the online service on the Justice Portal and authenticate yourself (you can change the language into English in the right upper corner).

On the authentication.gov portal you can check whether you have active CMD or CC authentication and digital signature. If you don't have one, you can activate the CC's digital certificates or activate CMD with biometrics on your cell phone, through the AutenticationGov mobile application.

Reserved Area

After authenticating, you will enter your Reserved Area, where you can create a new company.

In the Reserved Area you can also:

• register company name (this service is available on the Gov.pt portal, see below)

• access your tasks and processes

• consult your companies' files.

When the process is complete, the following will be available:

• the social pact

• the access code to the permanent commercial certificate

• the access code for the Company/Collective Person Card

• the company's Social Security number.

After company registration

Deposit of the share capital value into the company's bank account

The deposit of capital into the company's bank account, if this obligation has been declared in the order form, must be made within 5 days.

Declaration of Start of Activity

The declaration of commencement of activity must be presented on the Finance portal within 15 days. The declaration must be presented by a certified accountant.

Register of Beneficial Owner (RCBE)

Registration of the beneficial owner must be done within 30 days.

PLANNING THE BUSINESS

What steps need to be taken to achieve the objectives is one of the questions that business planning can help answer, reducing risks and uncertainties to a minimum.
At this stage, the future entrepreneur should seek to know in detail the market to be explored, the products or services to be marketed, the competition, the prices charged and the business strategies in order to transform their ideas into a sustainable and profitable business.

IAPMEI – The Portuguese Institute for Support to Small and Medium-Sized Enterprises and Innovation  (Instituto de Apoio Às Pequenas e Médias Empresas e ao Investimento) can help you with your business model and business plan.

Tel: 213 836 000 (Lisboa)

Tel: 226 152 000 (Porto)

Linha Azul: 808 201 201 (working days between 9h30 - 17h30)
Email: info@iapmei.pt

More information you can find in English HERE

Investment/Financing

The Funding Portal of IAPMEI allows companies to find, aggregated in a single place, several financing solutions with public support, for the various phases of their activity and investment:  Portal do Financiamento

For other kinds of support, it might be preferable to consult an accountant or IAPMEI for assistance and information.

Legal form of a company/Business types

Opening the company alone or as partnership? The entrepreneur must first of all know the characteristics and implications of each of the legal forms:

Empresas singulares (owned by one individual)

• Empresário em Nome Individual (Sole Trader)
• Estabelecimento Individual de Responsabilidade Limitada (Single-Member Limited Company)
• Sociedade Unipessoal por Quotas (Individual Limited Liability Establishment)

Empresas coletivas (owned by more than one person)

• Sociedade em Nome Coletivo (Partnership)
• Sociedade por Quotas (Private Limited Company)
• Sociedade Anónima (Public Limited Company)
• Sociedade em Comandita (Limited Liability partnership)
• Cooperativa (Cooperative)
• Associação (Association)

Sociedade Europeia (setting up a European Company (SE))

More information about the different business types and how to choose them you can find on the following website (Portuguese and English) HERE

The first step will be to acquire the company Certificate (Certificado de Admissibilidade de firma ou Denominação de Pessoa Colectiva); This is only the registration of the company name. This request costs can vary between 70 and 150 euros (depending on if you need a reply in 10 days or next day) and is valid for 180 days until the celebration of the deeds. 

Name of the company

If you want to choose a name for your Company it can take long, but if you are ok with a name from the list of Company names already approved you can do the Company in the same day.

You can choose a pre-approved name or create a name and request approval through the Admissibility Certificate Request Service.

• The simplest option is to choose a pre-approved name . When setting up the company, you must indicate the name you have chosen and confirm that it is still available.

• You can also choose a name that is not on the pre-approved list. In this case, you will need to have a Certificate of Admissibility of Firm or Denomination issued with the name already approved

• If you set up your company at the Registo Nacional de Pessoas Colectivas (National Registry of Legal Entities), you can obtain name approval at the time of company creation.

You can check if the Company name already exists HERE

Artificial intelligence will help choose the name of the company

The names available to those who create a company through the Empresa na Hora service will now be created with the help of an Artificial Intelligence (AI) algorithm.

This Simplex measure will allow the AI ​​algorithm to suggest names relevant to the business activity of the new company.

The system creates a name, based on some requirements, such as the Classification of Economic Activities (CAE). The IRN team verifies that the name is adequate and not confusing before validating it. Once these requirements are met, the generated name is entered into the name exchange.

To choose a Brand/Tradmark name, you can check HERE and to register the Brand/Trademark name with INPI you need to click HERE:

INPI is the Institute responsible for registering trademarks and patents in Portugal. 

Registration of the Company

Once you have the name approved the second step, is the registration of the Company This can be done online. 

Setting up the company in a traditional way

1. Obtain a Certificado de Admissibilidade (Certificate of Admissibility) to formally identify your Portuguese company name. This is possible through the Institute of Registries and Notaries (IRN)

2. Apply for a Company Card and a Collective Card (the main business ID) from the IRN

3. Open a business bank account and deposit the initial capital

4. Declare commencement of activity at the local Tax Office (Finanças)

5. Register your Portuguese business at a Commercial Registry Office

6. Register as an employer at the local Social Security office (Segurança Social)

The creation of the company by this method involves a series of steps in different Entities and at different times, such as: the request for the Certificado de Admissibilidade (Certificate of Admissibility), the deposit of the company's share capital, the preparation of the pact or deeds of incorporation of the company, the delivery declaration of commencement of activity, commercial registration and registration with Segurança Social (Social Security office).

Quick registration Empresa na Hora

The “On-the-Spot Company” (Empresa na Hora) method allows single-member limited companies, private limited companies and public limited companies to be set up in under an hour. All the procedures are carried out in one place, and provided that the members have all the necessary documents, the company can be set up immediately at one of the “On-the-Spot Company” offices located around the country. 

The cost for “Empresa na Hora“ is from 360 euros. 

You can find the list of Conservatórias where you can do this HERE

For more information you can call:  211 950 500.

Choose the memorandum and articles

You have three options according to the type of your company: 

• If it’s a Private Limited Company, choose this template;

• If it’s a Sole Quota Holder Private Limited Company, choose this template;

• If it’s Public Limited Company, choose this template;

You’ll have to state the company‘s registered head office, object, share capital amount, identify the manager and how to bind the company (signature)

For the registration you will need to bring:

If all the partners of the future company are private individuals, they’ll have to have:

• The passport or residência card and they must indicate their Fiscal number (Cartão de Contribuinte/NIF);

If all the partners of the future company are legal persons/corporations, they’ll need to show:

• Updated documentation from the Commercial Registry about the incorporation of the company.

• The Minutes of the General Meeting granting powers for company incorporation.

• Identification of the person who is granted power to sign the incorporation of the new company (Citizen Card, Identity Card, passport or residence permit))

• The Memorandum and Articles of Association.

* Translation and authentication of documents may be requested upon review of originals

Attend your appointment and register your company

All members of the future company have to go to the Empresa na Hora desk to start the incorporation process. If they can't all be present, they have to sign the procuration form that gives powers to a third party. There you’ll be provided with an individual TIN (which is the Tax Identification Number, called NIF in Portuguese), one for each of you and one for your company. You have to be present to be granted your TIN. You’ll also sign the Memorandum and Articles and the registration office will promote the registry and publish the partnership agreement at the publication’s website. The service desk provides an access code to the company’s e-card - meanwhile the physical card is sent to the company’s registered head office - and an access code to the commercial registry’s permanent certificate, valid for 3 months. This will have a cost of 360€ and can be paid by cash or with debit card.

Starting activity at Finanças

At that very same day, the declaration of beginning of activity (starting business) can be done. This requires a specific form, from the Tax Department (Finanças) that can be printed online, validated by a registered accountant, it requires photocopies of the public Deeds, identification and fiscal numbers of the partners and accountant. This action must take place within 15 days from the date of the Deed that will generate a “Certificate of Incorporation of the Company” valid for three months.  

If you have been told by a professional that the self-employed simplified regime applies to you,

the Finance Portal provides a new way of declaring the start of a simplified activity for individual taxpayers and without organised accounting.

The taxpayer will answer questions about their situation to complete the declaration. The interactive form also allows the search for CAE/CIRS codes and the calculation of the turnover.

After submitting the declaration, the platform identifies the main tax obligations of the taxpayer.

A video that explains how to do this (in Portuguese), you can find HERE

Register with Segurança Social

You can also register the company with the Social Security office (Segurança Social) 8 days after the start of the activity of the Company at the Tax Office. The necessary documents for this are: 

• Boletim de Identificação do Contribuinte (which is a form provided at the Social Security office)

• The Public Deed of the Company

• Copy of the Start of Activity at the Tax Office 

• The Company Tax Card 

• Photocopies of the Fiscal numbers of the partners and 

• the Declaration of beginning of activity.  

At the same time of the registration the managers should provide Social Security a decision whether they are being paid upon management or not. This decision will be nominated with a minute of the company book. The minutes of nomination of the directors and their situation as to their payment, must also be printed in the minutes book and sent to Segurança Social. 

Foreigners who are about to start working on a contract, as self-employed or as domestic staff and don’t have a NISS (Social security number), can register now through NISS NA HORA. You can make an appointment by calling 210 548 888 / 300 088 888. More information you can find HERE .

Already in the possession of the Company Registration (Registo Comercial) you should apply for the Comercial or Industrial registration, for this you must go to Direcção Geral da Empresa, or Direcção Regional do Ministério da Economia retail area. 

To register a Cooperative, you can find information HERE 

Quick registration of the Cooperative, please see this LINK

To register an Association, you can find information HERE 

For quick registration you will find answers in the FAQ’s HERE 

Franchising

Franchising is a business model that works in partnership. It allows a company with an experienced business format to assign to third parties, in exchange for financial compensation, the right to exploit its products or services, to use its trademark and also to implement its management methods.

Learn about business opportunities and franchisee experiences in Associação Portuguesa de Franchising (Portuguese Franchising Association).

Licences

Applications for business licences and other electronic services you can find on this PORTAL.  In Highlighted Topics you will find information and the most popular services in Companies and Businesses. In Business Areas you can find the economic activities identified with CAE (Portuguese Classification of Economic Activities):

Proof of professional activity may be requested by self-employed entrepreneurs, partners/managers or company workers to present them to competent authorities or companies in European Union countries.

For more information or if you need help with business registrations, you should contact the Instituto dos Registos e do Notariado (IRN):

• Website - https://irn.justica.gov.pt 
• Email - geral@irn.mj.pt
• Tel - 217 985 500

The Finanças have a MANUAL (in Portuguese) about how to start an activity:

For payment of social contributions - rights, duties and penalties, you will find information in Portuguese on the website of Segurança Social HERE

For exemption and reduction of the payment of contributions, you can look on the Segurança Social website here (Portuguese – you can use the translator of your browser): HERE

More information on the government website.

Useful contacts: https://inpi.justica.gov.pt/contactos/outros-contactos-uteis

Before starting a business in Portugal, it’s advisable to speak to an English-speaking lawyer or accountant, knowledgeable in Portuguese business laws. Obtaining legal advice will help you identify any tax breaks available and will help you navigate your way through the process of opening your business in Portugal.