[ESTABLISHING A BUSINESS ENTITY IN PORTUGAL] 385
obligations contracted in Portugal have been satisfied. III. STEPS AND TIMING TO ESTABLISH Anyone intending to incorporate a Portuguese company must apply for the approval of the company's proposed corporate name and for the granting of a taxpayer number with the National Companies Registry Office, unless it decides to use the “ Empresa na Hora ” (“ Company on the Spot ”) service, in which case a tax identification number and a pre-approved corporate name will be assigned immediately. Natural persons who intend to incorporate a company must also apply for a Portuguese taxpayer number with Tax Authorities. Since the last great reform of the Companies Code (2006), and as a general rule, public deed of incorporation is no longer mandatory, being sufficient a private deed of incorporation, provided that the signatures of the founding partners are duly certified by a public notary or a lawyer. In addition, the referred reform has introduced the incorporation of companies through electronic tools (e.g., internet). Finally, and as a general rule, written or signed documents can be replaced by a document in another form or with another means of identification (e.g., electronic signature). Before the execution of the company's incorporation agreement, the capital stock should be deposited in a Portuguese Bank, except in case of deferred contributions in the abovementioned terms. Tax Authorities also require companies to have a bank account in a Portuguese Bank. Also, in case the company's capital stock is not fully paid up in cash, the relevant assets (contributions in kind) should be subject to prior evaluation by an independent chartered accountant (statutory auditor), whose report must be referred to in the incorporation deed and is subject to publicity formalities.
Afterwards, of incorporation must be registered with the Commercial Registry Office or Companies House (“ Conservatória do Registo Comercial ”). Upon registration and other official communications (i.e., to Tax and Social Security Authorities), the company becomes a separate legal entity with separate corporate personality and capable of having its own assets, rights and obligations. The records are kept by the Commercial Registry Office (Companies House) and are of public access. Certificates disclosing the facts registered for a specific company can be issued at any time (the process has been facilitated since most corporate records are available through internet) and can be issued in both Portuguese and English languages. the company's deed All registered corporate facts are also subject to publication in the official website of the Ministry of Justice (http://publicacoes.mj.pt). In Portugal, companies are not required to have any insurance policies as a consequence of incorporation. However, if the company has or will have any employees, it must have a worker’s accidents insurance policy. Moreover, the carrying out of certain activities will render companies subject to specific mandatory insurance requirements. The company shall register itself with the Tax Authority and the Social Security Services within 15 days after incorporation and must serve a notice to the Portuguese Labour Department whenever a worker is hired by the company. With the new procedures implemented by the Government (the so-called “ Simplex Program ”), it is possible to conclude the incorporation process in a single day, namely through the use of the “ Empresa na Hora ” (“ Company on the Spot ”) service.
ILN Corporate Group – Establishing a Business Entity Series
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