About Decode Portugal
This is an open-source, complete guide on opening and running companies in Portugal. It was created from the experience of different people who have opened several companies both as operators and as lawyers.
So far we have completed Opening a company.
- ✔️ Opening for business
- Running a business
- Closing a business
This is a Work in Progress. We will add information about running your business and closing a business as we complete it. At the end there is a compilation of things that Portugal as a Country could improve in the process.
Power of Representation.
In Portugal, representation by Power of Representation is called “Procuração”. A “Procuração” will enable your lawyer or anyone else to do operations for you. They can be used to open a company, close a company and everything in between.
Generally the more powerful the powers enshrined in the PoR, the more specific it should be and careful you should be. In addition, there are several levels of formality of a PoR in Portugal.
- “Com reconhecimento de assinatura”: with recognized signature of the titular of the powers to be granted.
- “Autenticada”: Authenticated signature. The authentication attests that the person signed and wanteed the content of the document, in person.
This authentication procedure is executed by anyone with Notary powers, which includes Notary offices and Lawyers. Check with your lawyer if they can do it.
When you grant powers to a lawyer it’s called a Power of Attorney (PoA). The lawyers can do some operations that non-lawyers can’t. Examples: Opening a company online or representing you in Court.
Opening for Business
Registering a company and being ready to operate.
Opening a company is fast, but be aware that it is not as fast as advertised.
In the sense of an entrepreneur, Opening a company is being ready to operate:
- issue invoices.
- accept payments.
- make purchases with your bank balance.
- hire people and pay them.
In Portugal we have a process called “Company within the Hour” (“Empresa na Hora”), which opens part of the company within 1 hour. In reality you can’t get a company operating instantly in the sense of the activities above. You should plan that it may take up to 1 month before you can actually operate in Portugal.
To start operating you will need to do the following:
- Identify all parties.
- Register your company.
- Name your certified accountant (CC).
- File company details on Beneficiary Register (RCBE).
- Open a local Bank account.
- Register as open for business in the Tax Office (“Autoridade Tributária”).
- File the Social Security status of the General Manager.
- Sign a Shareholders agreement (“Parassocial”). This is optional, but most likely you will want to sign one with your investors and co-founders.
- Buy a ledger for the company decisions.
- Buy an official stamp for the company.
To accomplish that you will need to gather the following people:
- A lawyer. Required if you’re registering a company online, and very recommended for everything else.
- A certified accountant (CC). Required to start operating, and it’s faster to start operating if you already know who it’s going to be in the step of filing the registration of the company.
- All of the Partners and General Managers (who can overlap). For persons, you will need identification, place of birth and proof of address (foreigners). For companies, you will need a written deliberation that the company will invest, the commercial register and articles of association and a PT identification number (foreign companies).
- All the effective beneficiaries of the stakes owned by shareholders.
Identify relevant parties.
You will need to collect several identification elements for all significant parties involved in the company. That includes the shareholders, be them people or companies, and General Managers.
To know: You will also need these elements for any companies and persons who are the effective beneficiaries of the stakes owned by shareholders. In this context, effective means a position of at least 25%, even though there are finer details to this definition.
- For Portuguese persons you will need
- national identity card or passport,
- to indicate an address,
- to indicate the place of birth,
- to indicate the marital status,
- to indicate the asset regiment of marriage,
- For EU persons
- you need everything listed above in the PT section.
- You will also need to register for a Portuguese Tax id (NIF) from the tax office. To get the NIF you need to go to a Tax Office, or someone can do it on your behalf if they have online access to the Portuguese Tax Portal and you gave them Powers of Representation. Usually it’s your laywer or accountant that does it for you.
- For people outside EU:
- you will need everyting above for EU persons;
- plus you have to appoint a tax representative who must live in Portugal.
- For Portuguese Companies, you need;
- an official deliberation stating the intent to invest in the new company; You may be able to avoid this if a person registers the shares and then transfers the stake to a company.
- the commercial register certificate. There’s a PDF of it, but the 12 digit code is enough.
- For Foreign Companies, you need:
- You need a entity identification number (NIPC). To get one, you need to contact the Register (RNPC for “Registo Nacional de Pessoas Colectivas”) and give them the following info:
- A Certificate of the Commercial Register of the country of registration;
- The Articles of Association/ Articles of Incorporation of that country of registration.
- All documents must have a certified translation to Portuguese.
Register the company.
- Where to register your company. There’s 3 separate places to register a company.
- Online: It has to be a laywer doing it. It costs 225€ as of 2022-11-23. The company will have standard articles, which you can customize later.
- Public Registration Office: You can do it without a lawyer. 360€ as of 2022-11-23. This can be done in “Conservatórias do Registo Comercial” and “Espaço de Empresas”, some of which are in “Lojas do Cidadão” where you can do several operations regarding taxes and social security for persons and companies. The company will also have standard articles, which you can customize later.
- On a Notary. This is the most expensive version, and is used for custom fillings. You will likely need a lawyer to prepare the necessary documents and will still have to pay for the Notary services and the public fees on top.
- Key registration documents: A company is registered by filing the following:
- “Pacto Social”: It’s a public and required document that defines the company and regulates the organization in base terms, like what is it’s Purpose and who are the General Managers who can transact in its name.
- To know: A “Pacto Social” is similar to the mandatory Articles of Association or Articles of Incorporation required in other Countries.
- To know: The Governing body of companies registrations is the Commercial Register (“Registo Comercial”) of the IRN (“Instituto dos Registos e Notariado”). The IRN is a body of the Ministry of Justice in Portugal (“Ministério da Justiça”).
- To know: To fill in the Pacto Social and therefore register your company, you will file several informations that are detailed below.
- CAE: Code of Economic Activity.
- Name your certified accountant (CC). This is optional but you may want to do it during the registration as it will speed up the process of Registering as Open for business in the Tax Office and Social Security. If you do this here, then he can do those steps online automatically.
- Pacto Social
- Type, Name and Address of the company.
- The organization type.
- The commercial organization types differ mostly on the financial responsiblities signed by its shareholders or partners.
- “Sociedade por Quotas”: the typical Private Limited company, ending in name “Lda” or “Limitada”. The minimum capital to start one is 1€. There’s a minimum 1 partner. If you’re opening a personal company with just that 1 shareholder, it’s typically this type of company and then it’s called a “Unipessoal Lda” or “Unipessoal Limitada” or “Unip Lda”. The shares of these companies are called “quotas”, which are very similar in nature to shares. A Unipessoal can be owned by a person or a company, but each person can only have one Unipessoal.
- “Sociedade Anónima”: another type of Limited company. The minimum capital to start one is 50.000€. There’s a minimum of 4 registered partners. The shares of these companies are called “ações”.
- There’s additional company types, among which “Sociedade em Nome Colectivo”, “Sociedade em Comandita”; “Sociedade de Gestão de Participações Sociais (SGPS)” and others (european level entities).
- There’s also Associations of several types, mostly for non-profits and other organizations of public interest.
- You can transition companies between types, for example a “limitada” (“sociedade por quotas”) can be turned into an SA (“sociedade anónima”).
- 📥 To add: Compare with other types of organizations in other Countries.
- You can pick the name from a pre-existing list as you are registering the company, which makes the process faster.
- You can also pick the name yourself (custom name). This is called “Pedido de Certificado de Admissibilidade de firma ou denominação”. There’s 2 ways of doing this, Urgent and Non-urgent. If you register a company online, you get the urgent version for free. Urgent: You get an answer within 1 business day. It costs 150€ as of 2022-11-23. Non-urgent: can take up to 15 days for an answer, and the answer can be “no”, if it collides with another firms name, after which you need to start over the 15-day period when you submit the new option. You can do a test of similarity online. You can also appeal a negative decision. It costs 75€ to submit a new name as of 2022-11-23.
- If you register the company Online, you can submit a custom name during the process of registering the company. If you go to a Public Registration Office or a Notary and you want a custom name, you have to ask for the validation of the name before the registration day. When you ask for a custom name outside the company registration process, they will give you a code for that certificate which expires in 3 months. Anyone can do this online.
- To know: the legal name may be different from the name you use for the commercial activity. You can be called “Technical company 23, Lda” and use the name “Awesome Business”. Generally, though, companies pick legal and commercial names that match.
- To know: You can always change your name later, in parallel with other processes.
- Adress of the Head office (“Sede”).
- Address for the headquarters.
- To know: It can be your home. It can also be your lawyers or accountant office address. Do check with them!
- To know: It cannot be a foreign address.
- Object of the company.
- The purpose and finality of the company. This is 1 sentence up to a few paragraphs, and generally includes standard text from the oficial codes of activity (CAE, see below).
- Capital and Capital per partner.
- The initial capital with which you will start the company. You can deposit the capital when you get a bank account or even make a plan of committing that capital in the future, even across fiscal years.
- Capital allocations per partner. How much capital each shareholder has.
- To know: shareholders can be people or other companies. In the case that your company is a “Lda” and is a fully owned subsidiary of another company, it’s still a “Unipessoal, LDA”, even if the term “Unipessoal” is a direct reference to a human.
- Management governance.
- The rules for the people who can take executive decisions in the name of the company, meant as who can establish contracts and liabilities on the company’s behalf, potentially with rules and amounts etc. These people are the General Managers. The standard contract of online registrations has only the manager as a person in the governance, if you want more changes you have to submit them separately.
- Appointment of General Managers.
- The Appointed Manager or Managers who will apply the governance, which are called “Gerente(s)” in Ldas and “Administrador(es)” in SA. They can be one or several people. They can be shareholders or not. The group of them is called the “Gerencia” (General Management) in Lds and “Administração” (Administration). In the standard contract in Online registrations, it can be 1 or 2 persons.
- Alongside the Pacto Social you will also file
- Code of Economic Activity (“CAE”) or “Código de Actividade Económica”.
- To know: The CAE is a a code which identifies your economic activity. There’s a main CAE and sub-codes which you can pick, generally 3.
- This is quite important as these codes will define some accounting rules, like what can be expensed and not, etc.
- (Optional) Certified Accountant:
- CC are “Contabilista Certificado”, who is your official accountant. In the past this was called “Técnico Oficial de Contas” or TOC.
- You are not required to file a CC when you register a company. But if you do it then, then the CC can register the company as Open for Business with Tax Authority and Social Security online, without you having to go to the offices…
- With the correct registration of a company, you will get:
- a NIPC and NIF, which is 1 number that identify the company for 2 purposes: legal (commercial register, NIPC) and tax reasons (tax authority, AT). In Portugal the code is the same, while in other countries these are separate numbers. You also get a card with this information, which you don’t need for the operation of the company.
- the code to access the Certificate of the Commercial Register (“
Permanente Comercial”). It’s a 12 digit code which you can share with others. This initial code expires in 3 months, and you can ask for a new one, and you can get a Portuguese or English version. Recommendation: Always get the english, 4-year version.
Name an official accountant.
- Your official accountant in Portugal is called the “Contabilista Certificado”.
- In a Limited and SAs, you are required to have a CC to operate.
- You can name a CC in either of 2 moments
- During the company registration. If you do it then, then the CC can register your company as Open for Business with Tax Authority and Social Security online. This option works the same wether you Register the Company Online, in a Public Registration Office or in a Notary.
- If you don’t name a CC during company registration, The manager of the company must go to the Tax Authority and Social Security offices, or alternatively sign a Power of Representation for the Accountant to be able to do it on his behalf.
- To name an official accountant, you need to provide the following information:
- fiscal ID of you accountant (NIF);
- Professional license of accountant (“número da Cédula Profissional”);
- address of the office of the accountant.
- To Know: SA companies also need someone to certify accounts, called a ROC or “Revisor Oficial de Contas”, alone or as part of a team called “Conselho Fiscal”.
File company details on Beneficiary Register.
After you have a NIPC/NIF, you should file details of the effective beneficiaries of the company.
You must do it online in the RCBE website.
- The most common way is that your lawyer or accountant will do this for you.
- You will need the identification materials mentioned in “Identification of parties” for all shareholders, people or companies and the respective effictive people behind them. In this context, effective means a position of at least 25%, even though there are finer details to this definition.
- You will also need to add emails for each person.
- You can do it yourself if you have a EU ID card with compatible reader. (Forget about this option if you have foreigners).
- To know: you have to update this information every year.
- After submitting you immediately get an email with the declaration of RCBE, and a code.
Open a local Bank account.
To operate in Portugal as a company, you must open an account with a Portuguese Bank. That’s mostly because there’s local payment methods which are mandatory and not available in international banks.
Opening a bank account
- You need the RCBE code.
- Commercial Register code (12 digits), “Código de Certidão Permanente”.
- The General manager must open the account.
- Identification of the manager.
- You have to go to the bank. As of 2022-12-02 you can’t open a local bank account for companies online.
- local payments
- local banks
- MB, RefMB, MBWay, TSU, Pagamentos ao Estado, MB ATM
- International payment standards accepted in Portugal:
- To know: In Portugal you get a pretty standard coverage of international payments.
- VISA and Mastercard, both debit and credit. Accepted at most places except really small bars and shops.
- SEPA Payments with IBAN.
- SEPA Direct Debits with IBAN.
- Wires etc possible in some banks, for big fees.
- Local Payments “standards” used in Portugal:
- MBWay: less relevant as mostly these are B2C payments. If your business is customer facing (B2C), your clients may well request it. In that case, you can provide this type of payment via a mobile phone or a payment terminal (or web interface, but why would you). Either way, to get an address to receive the money you will need to link the MBWay service with a bank account, and currently only PT bank accounts can link to it.
- Ref MB, or Referência Multibanco. Code to make a payment of a specific amount to a specific entiy. 5 digits for the entity plus 9 digits for the payment plus the amount. Used by Utilities, the State and other companies. It’s available on online bank services from PT banks and on MB ATMs.
- “Pagamentos ao Estado” (Payments to the State). It’s a single code with 15 digits. It’s available on online bank services from PT banks and on MB ATMs. It’s used to pay for taxes, interest in payments, penalties and fines.
- “Taxa Social Única (TSU)” or “Pagamentos à Segurança Social” (Social Security Payments). Used to make contributions to Social Security by the company and for the employees (reduced from their income). That is a custom interface available on online banks and on MB ATMs. You usually pick the receiving identity (there’s 2), a month and year, your companies fiscal IF and the amount.
- Critical: As of 2022-11-20, you can only do those in your companies online bank if the bank is a PT bank.
- To know: Local payments mean payment methods not used by other countries and not available in international banks, including online banks operating in Portugal (like Revolut).
- To know: As a way of introduction, Portugal has a banking union for payments and transactions called SIBS, who operate a brand called Multibanco (also just MB), which provides a big ATM network and local payment methods. They provide unique integrations across the whole banking system, including with the State, and so the market organized around SIBS. SIBS is owned by the local Banks themselves.
- So, you need a local bank account to operate property (see Payments).
- I have tried several local banks for Companies, and I dislike the experience of all of them. The online interfaces work but are slow and confusing and it’s cumbersome to manage an account with many employees and many stakeholders with a need to access it (general managers, HR, accounting).
- I expect that an online first bank for companies will emerge in the coming decade.
- Example: For all my companies I currently use the bank BPI with it’s offering for companies called BPI Empresas, which you access on http://bpinetempresas.pt.
Register as open for business in the Tax Office (“Autoridade Tributária”).
There’s 4 paths:
- If you filed a Certified Accountant (CC) during the registration phase, he can open the activity online.
- If not:
- You go there the General Manager (Gerente or Administrador) and ask to open activity, and deliver a stamp-sticker (“Vinheta”) signed by the Certified Accountant.
- Your laywer goes there, with powers of representation, and does it for you in the setup of the previous case.
- The Certified Accountant can go there with the request for opening activity, signed by the General Manager and with a copy of the MD’s personal ID.
File the Social Security status of the General Manager.
After you open the company, the Social Security office will send the company a letter asserting a status to the General Manager, relative to an existence the employment of General Manager and its implied social security charges.
- They will presume you get a minimum wage and therefore that you will have to contribute Social Security charges according to that value.
- However, if you have employment elsewhere, and therefore are already paying social security charges there, you can be exempted.
You will communicate or validate your status via registered mail.
Sign a Shareholders agreement (“Parassocial”).
This is optional, but most likely you will want to sign one with your investors and co-founders.
This is a documente where typically you specify:
- Who are the parties (investors, shareholders, managers), their holdings and their classification. This is important because several groups will have different responsibilities and powers relative to their holdings: seed, seed preferred, series a, series a preferred, founders, employees, indepedent board members.
- Rules of Procedure: which decisions managment is entitled to take and how.
- It’s commonplace that management can take any decisions and hiring with a cost up to a certain amount within the yearly budget, and that outside these threshold you need a simple majority (or another arrangement) within the Board.
- It’s common that management cannot change it’s salary without the Board approval too.
- information rights: what information you have to send your investors/ the board.
- It’s commonplace that you have to send some kind of cash position, for example cash balance every month (with or without bank screenshot), and yearly certified accounts.
- It’s also common that you will specify what constitutes a good leaver and a bad leaver.
- The starting salary of Management.
- Exclusivity and non-compete clauses.
- It’s common that you are restricted from having another employment, and positions in related startups with more than x stake (2%, 10%, it varies).
Buy a ledger for the company decisions.
In Portugal you are required to maintain official minutes of key company decisions and events.
- The most common format is to buy the green book. Example. here.
- You can also write individual minutes, if they respect several rules:
- they have to be numbered;
- they have to be dated and signed;
- you have to identify the company;
- if not all shareholders are present, they have to be announced prior to the meeting, with a certain head time.
- you have to list people who were present, their shareholdings;
- you have to list the place (address) where the meeting is taking place;
- you have to include the content of the decisions, votes and relevant information.
- all pages and lines should be truncated to avoid adding new text or altering the text after signing;
- Decisions which will have to be on the minutes (Atas).
- Remuneration of management and changes in management;
- Yearly approval of finances;
- Capital increases and other changes in shareholder structure and composition;
- Changes in name, changes in headquarters;
We found one online provider, not tested yet: ArkeyvAta.
Buy an official stamp for the company.
While stamps are not in the law, many private contracts and public entities will ask you to stamp certain documents.
- to open a bank account and register some products in the bank.
- contracts with utilities (water, electricity, internet, gas, etc).
- social security.
The stamp should include:
- company name
- company legal name (if different)
- Fiscal id (which is the company id) called “NIF”
- optional: contacts.
If you are buying it, we recommend you order 2 stamps, one to keep at home.
Running a business
Work in Progress
This chapter is still just a structure of what we will want to do.
- Accounts submissions and Yearly accounts submission
- TOC and ROC
- SAFT & software
- ✔️ Banking
- Hiring & Contracts
- Compensation and Costs
- contract types
- subsidio de alimentaçao
- work insurance
- Fundo de compensacao
- Bonus, prizes
- can foreigners be workers, do they need a visa?
- Perks & tax optimization
- Awarding shares (Stock Options)
- vacation upon exit. “one extra year”.
- acordos colectivos de trabalho
- schedule, worktime registry
- Leaves (sick, parental, “sem vencimento”)
Closing a business
Work in Progress
Nothing here yet.
How to make the process better
Opening for business.
- 🔥 Identification of Parties: speed up the process of obtaining a Portuguese identification number, NIF (people) or NIPC (companies), for EU nationals and foreigners.
- 🔥 Registering the company: picking a name: make the urgent by default. Let the requester pick several options.
- 🔥 RCBE: eliminate the requirement to manuall re-confirm the effective, beneficial owners every year if they aren’t changed. A one-click should re-confirm the information; As of 2023-01-15 you have to navigate a long form and re-fill some of the stuff even without changes. Better: Just send an email with a notice of who the currently registered beneficial owners are and prompt changes if they exist. Best: merge this registry with the information that is on the Commercial Register Certificate (“Certidão Permanente”), and register the information there (on the Commercial Register), publicly.
- 🔥 Bank accounts: provide a public facing Webside to do all payments to the state, including IRS, SS, fines etc. That is, instead of having to go through a bank, a person or company could make these payments on that web page, using standard payments like a debit or credit card. This would enable faster payments by people who may not have access to the main bank account (accountants, office people). It would also enable PT businesses to operate out of a bank from another EU country, banks that provide different features, terms, easy of use. It would also enable international business to operate in Portugal while keeping their accounts consolidated within a single bank.
- 🔥 Bank accounts: implement an IBAN payment method for every state payment, instead of using just local, proprietary payments that require a Portuguese Bank. Let every payment be done with an IBAN+Reference. Best: create an IBAN payment receiving service for the PT State that has the same benefits of other methods like error-checking, and instantaneous confirmation. Do that by using the IBAN and reference characters to make each transaction unique, by using instant transfers to confirm the transaction and instantaneously refund the money if the operation isn’t valid, and by offering an API, software library and/or user-facing web service to confirm that the transaction is valid. This would enable foreigners to easily do PT-only payments to the state using their existing banks, and create more competition in the PT bank market.
- 🔥 Bank accounts: promote fast opening and operating of bank accounts for business, which still require face-to-face KYC (know your customer) and paper-signing. If needed, legislate.
- 🔥 Ledger: Legislate and promote the usage of digital-only minutes ledgers (Livro de Atas). Best: add official minutes ledgers to a private section of the Commercial Register. The amount of time wasted on preparing, writing, printing, correcting, locating and moving the ledger is a gigantic innefficiency.
- 🔥 Stamp: Eliminate the requirement to use a stamp in all public documents and processes, and issue guidelines (or legislation) also for its elimination within financial documents of companies and otherwise.
Running a business.
- ⚠️ wip
- Hiring: promote using “simplified” (not requiring a chip-enabled ID card) digital signatures for everything, including hiring etc.
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