Company registration in Portugal

A foreign national can form a Portuguese Lda without a residence permit: under the rules of the Institute of Registries and Notary (IRN), any individual or legal entity can be a founder. Lda capital is set freely by the shareholders, with each quota worth at least EUR 1 (Articles 201 and 219 of the Commercial Companies Code, CSC). Every individual shareholder needs a Portuguese tax number (NIF). A company can be formed in a single visit at an Empresa na Hora desk, online through the Empresa 2.0 service, or by a written contract with certified signatures. A company and a residence permit are separate procedures: registering an Lda gives no right to live in Portugal.

Key facts about a Portuguese company

The table lists Portuguese requirements, rates and state fees as of October 2026 per IRN, the CSC and tax legislation. Our fees are not included in these amounts.

How company registration in Portugal works

1. Structure and form. We establish who the shareholders and gerente will be, who the ultimate beneficial owners are, which activity code (CAE) is needed, and whether an Lda is enough or a branch of an existing company fits better. This sets the incorporation route and the document list.
2. Shareholder NIFs. Every individual shareholder needs a Portuguese NIF. A non-resident from outside the EU needs a tax representative or must sign up to the tax authority's electronic notifications (Art. 19 LGT). A foreign corporate shareholder obtains a NIPC and NIF.
3. Documents from abroad. The shareholder's passport; for a corporate founder, an extract from its home register, its current articles and a board or shareholder resolution on joining the Portuguese company. Documents in a foreign language are filed with a translation.
4. Name and articles. The name is taken from the list of pre-approved names (Bolsa de firmas e denominações) or cleared with a certificate of admissibility from the National Register of Legal Persons (RNPC). The articles (pacto social) are either a pre-approved model or drafted for you.
5. Incorporation. All shareholders sign the articles at an Empresa na Hora desk, by digital signature online, or by a written contract with certified signatures (Art. 7 CSC). The route depends on who can travel and who has a digital signature.
6. Registry. After registration the company receives its articles, the access code to its permanent commercial register certificate (certidão permanente), its legal entity card and its social security number (NISS).
7. After registration. Capital paid in within 5 business days, RCBE declaration within 30 days, contabilista certificado, tax registration of the activity and VAT (IVA), bank account, bookkeeping.

Empresa na Hora, online or branch

For a foreign founder the key question is the signature. At an Empresa na Hora desk every shareholder must be present. Online, the articles are signed digitally, so each shareholder needs a Portuguese NIF and an electronic ID. A shareholder who cannot travel and has no digital signature signs a written contract with a certified signature (Art. 7 CSC). How to certify a signature abroad and whether to act through an attorney is agreed before signing, so the documents do not need to be redone.

Documents from Ukraine and other countries

Ukraine and Portugal are both parties to the 1961 Hague Apostille Convention, so Ukrainian public documents for Portuguese authorities are normally filed with an apostille. IRN accepts documents in a foreign language with a translation. For a corporate founder, existence and the powers of its representatives are shown by an extract from its register. We obtain the Ukrainian register extract and its apostille in Ukraine: apostille on a Ukrainian register extract.

• individual shareholder: passport and NIF;
• corporate shareholder: register extract, current articles, general meeting resolution on the shareholding, IDs of representatives, beneficial ownership details;
• gerente: ID document, acceptance of appointment and a statement that no circumstances prevent them from holding office (Art. 252(3) CSC);
• powers of attorney if anyone acts through a representative.

Registered office in Portugal

The sede must be a specific location in Portugal (Art. 12(1) CSC) and is stated in the articles (Art. 9 CSC). The company's address is also its tax domicile (Art. 19(1) LGT), and companies liable to IRC must hold an electronic mailbox for tax notices and report it within 30 days of starting activity (Art. 19(12) LGT). We therefore choose the address around the company's real operations: where mail is received and where the office, warehouse or staff will be.

• management may move the sede within Portugal unless the articles say otherwise (Art. 12(2) CSC);
• a change of address is registered with the commercial registry within 2 months (Arts. 3 and 15 of the Commercial Registry Code, CRC);
• the company address and the owner's home are separate matters: residence for immigration purposes is proven separately.

Gerente: who can be the director

A Portuguese Lda is managed by one or more gerentes. They must be individuals with full legal capacity and need not be shareholders (Art. 252(1) CSC). A gerente is appointed in the articles or later by shareholder resolution (Art. 252(2) CSC). The office cannot be transferred together with a quota (Art. 252(5)), and a gerente cannot act through a substitute, although the company may grant powers of attorney for specific acts (Art. 252(6)–(7)). The CSC sets no nationality or Portuguese residence requirement for a gerente. We recommend getting the gerente a Portuguese NIF straight away: it will be needed at the tax office and the bank. Holding the office of gerente gives no right to live or work in Portugal.

Bank account and share capital

Cash capital is paid into the company account within 5 business days of incorporation. The duty does not apply if the capital was paid at incorporation or the shareholders declared they will deliver the funds to the company by the end of the first financial year (Art. 202(4) CSC). Incorporation therefore does not depend on opening an account. The bank opens the account after its own customer checks (KYC), and the decision stays with the bank. We prepare the corporate pack: articles, certidão permanente code, legal entity card, shareholder and beneficial owner documents, and a description of the business and source of funds.

Changes after registration

The appointment and removal of a gerente, a change of address and quota transfers are registered with the commercial registry within 2 months (Arts. 3 and 15 CRC). Amendments to the articles are made in writing, and the minutes of the shareholder resolution are sufficient (Art. 85 CSC); in an Lda the resolution needs three quarters of the votes unless the articles require more (Art. 265 CSC). Details: change of director and address of an Lda in Portugal.

Buying an existing Portuguese company

Buying an operating Lda means a transfer of quotas. It is made in writing (Art. 228(1) CSC). A sale to a third party takes effect towards the company only with its consent, except transfers between spouses, direct relatives or shareholders (Art. 228(2) CSC). The transfer is registered, and the company itself files for registration (Art. 242-B CSC). Until registration is requested, the transfer has no effect towards the company (Art. 242-A CSC). If all quotas end up with one owner, the Lda can become a single-member company by that owner's declaration (Art. 270-A CSC). We keep no stock of ready-made Portuguese companies. We check the specific company you have found or been offered: certidão permanente, filed accounts, the gerentes' powers, the articles, restrictions on quota transfers and RCBE data.

Subsidiary, branch or representative office

• Subsidiary Lda: a separate Portuguese legal entity with capital from EUR 1 per quota and its own taxes and accounts. For most market-entry projects in Portugal this is the clearest structure.
• Branch (sucursal): an extension of the foreign company without legal personality of its own, carrying on its business in Portugal. A foreign company operating in Portugal for more than a year must set up a permanent representation and register it (Art. 4 CSC). The Portuguese register has no separate "representative office" form in the Ukrainian sense: IRN registers a branch as a "sucursal ou representação permanente". Branch profits are taxed in Portugal as profits of a permanent establishment.

Madeira

Companies licensed in the International Business Centre of Madeira (Zona Franca da Madeira) use a separate tax regime with conditions on jobs, investment and a cap on the profit that qualifies. The licensing window under this regime is limited, so we check the conditions on the date you contact us. Registration follows the general rules of Portuguese company law; the tax side is covered on the Madeira company page on crystal.tax.

Tax and accounting in brief

• corporate income tax (IRC): 19% in 2026, with 15% on the first EUR 50,000 for small and medium-sized enterprises; municipal and state surcharges (derrama) apply depending on the municipality and the size of profit;
• VAT (IVA): 23%, with reduced rates of 13% and 6% on the mainland (Art. 18 of the VAT Code); the small-business exemption (Art. 53) is open only to persons established in Portugal or in the EU;
• dividends to a Ukrainian resident: under the 2000 Ukraine–Portugal tax treaty, at most 10% if the receiving company directly holds at least 25% of the capital for 2 years, otherwise at most 15%; interest and royalties at most 10%;
• annual accounts are filed with the registry by the 15th day of the 7th month after the year end (Art. 15(4) CRC); an Lda without a supervisory board needs a statutory auditor if two of three thresholds are exceeded for two consecutive years: balance sheet EUR 1.5 million, revenue EUR 3 million, 50 employees (Art. 262 CSC).

Corporate and personal tax, residence and the 2000 treaty are covered by the group's tax practice: company and tax in Portugal on crystal.tax.

What we do in a Portuguese project

• structure review: shareholders, gerente, beneficial owners, activity, Lda or branch;
• NIFs for shareholders and the gerente, tax representative or electronic notifications;
• documents from Ukraine: extracts, resolutions, powers of attorney, apostille, translation;
• company name, draft articles, choice of incorporation route and organising the signing;
• registration of the company or branch, RCBE declaration;
• corporate pack for the bank;
• post-registration changes and due diligence on an existing company before purchase.

Other jurisdictions: company registration abroad, Spain, Poland, Czech Republic, United Kingdom.

Sources

• Commercial Companies Code (CSC, DL 262/86): Arts. 4, 7, 9, 12, 85, 201, 202, 219, 228, 242-A, 242-B, 252, 262, 265, 270-A, 276
• Commercial Registry Code (CRC, DL 403/86): Arts. 3, 15
• IRN: Empresa na Hora; IRN: online company formation; IRN: branch registration
• Beneficial ownership register (RCBE); General Tax Law (LGT): Art. 19
• Law 64/2025 (IRC rates 2026–2028); VAT Code: Art. 18; Art. 53
• Ukraine–Portugal double tax treaty (ratified by RAR 15/2002); 1961 Hague Apostille Convention: contracting parties

Checked on 9 October 2026.