The Incorporation Process and Making Sure You Choose the Right Type of Portuguese Company Structure


Portugal is a popular destination for foreign investors, thanks to its buoyant economy, favourable tax climate, and strategic location in Europe.

If you are considering incorporating a company in Portugal, there are a few things you should take into consideration. Please see our sister Article which details the three Portuguese company structures, for tax purposes, and the benefits that each offers: Three Types of Portuguese Company Advantages and Criteria.

In this article, we will discuss the steps involved in incorporating a Portuguese company, including:

  • Choosing the right type of company structure
  • Registering the company with the Portuguese Commercial Register
  • Obtaining a Tax Identification Number (NIF)
  • Opening a bank account
  • Obtaining a business license

Choosing the Right Type of Company Structure

There are two main types of company that can be incorporated in Portugal: limited liability companies (Sociedades por Quotas ‘LDAs’) and joint stock companies (Sociedades Anónimas, ‘SAs’).

LDAs are the more common type of company in Portugal. They are relatively easy to set up and have a lower minimum share capital requirement than SAs.

SAs are more complex to set up and have a higher minimum share capital requirement.

However, they offer a number of advantages, such as limited liability for shareholders and the ability to raise more capital.

The table below summarises the key differences between SA and LDA companies in Portugal:

Minimum capital€50,000€2 (or €1 for a single shareholder)
Number of shareholdersMinimum of 5 (unless the company is sole shareholder)Minimum of 2 (or 1 by the denomination of Sociedade Unipessoal Lda)
Transfer of sharesFreely transferableCan only be transferred by public deed
ManagementBoard of directorsGeneral partners
LiabilityShareholders are liable for the company’s debts up to the amount of their sharesShareholders are liable for the company’s debts up to the amount of their quotas
TaxationSubject to corporate income taxSubject to corporate income tax
Audit RequirementsAlways subject to auditor or supervisory boardOne independent auditor or supervisory board is required, if for a period of two consecutive years, two of the following thresholds are met:
1.    Balance exceeds €1.5 million
2.    Total turnover and other revenue of at least €3 million
3.    Average number of 50 or more employees

There are, a number of additional things to consider when choosing between an SA or an LDA:

  • Future growth plans: if you plan to grow your business and raise capital from investors, an SA may be a better option. This is because SAs are more widely recognized and accepted by investors.
  • Management structure: If you want to have more control over the management of your business, an LDA may be a better option. This is because LDAs are more flexible in terms of management structure.

If you are still unsure about which type of company is right for you, it is a good idea to consult with a lawyer or accountant who can help you assess your specific needs and circumstances such as Dixcart Portugal Lda.

The type of company that is right for you will depend on your individual circumstances and needs. If you are unsure which type of company to choose, you should consult with a professional adviser. At Dixcart Portugal, we have senior qualified accountants who will be able to assist.

Registering the Company with the Portuguese Commercial Register

Once you have chosen the type of company you want to incorporate, the company needs to be registered with the Portuguese Commercial Register (Registo Comercial). the proposed company name and the names and addresses of the shareholders and directors will need to be provided.

Obtaining a Tax Identification Number (NIF)

Once your company has been registered with the Portuguese Commercial Register,  a Tax Identification Number (NIF) from the Portuguese tax authorities needs to be obtained for the company – this is referred to as the NIF (Número de Identificação Fiscal – Tax identification number).

Opening a Bank Account

Once you have obtained a NIF, a bank account needs to be opened for your company. A Portuguese bank and/or an international bank may be chosen to open a corporate bank account. In some cases, this may be performed remotely. It is suggested a Portuguese bank account is opened in order to make payments to local authorities and be able to receive refunds (if any are due) from the local tax authorities.

Obtaining a Business License

Once the bank account is open, a business license from the local council is required. The company’s; articles of association, company’s certificate of incorporation, company’s NIF, and bank account details, need to be submitted.

Choose to Incorporate the Right Type of Company Structure for you

Incorporating a Portuguese company can be a complex process, but it is essential if you want to do business in Portugal.

By engaging with professionals you can ensure that your company is incorporated correctly and that you comply with all of the applicable laws and regulations.

Please reach out to Dixcart for more details:

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