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Doing Business in Portugal
 
 
 

Forms of Business Organisation

The Commercial Companies Code provides the legal framework for corporations. Three organisational forms are of particular interest to foreigners seeking to establish a company in Portugal: the sociedade por quotas de responsabilidade limitada (private limited liability or “quota” company), sociedade anonima (SA – corporation) and the Societas Europaea (a company form designed for large European companies operating in several countries).

Companies under the legal form of an SA or a “quota” company may choose to adopt the legal status of an SGPS – sociedades gestoras de participações sociais (a Portuguese “pure” holding company). Only an SA may be a public company, that is listed on the stock exchange.

The requirements of a corporation and a quota company are:

Capital

SA: Minimum share capital is €50,000. All shares must have the same nominal value, which may not be less than €0.01. Bearer shares are allowed, but the capital of bearer shares must be fully paid up. Cash subscriptions may be deferred only up to 70% of the nominal capital. Subscription of share capital may not be deferred for more than five years. Share capital may be in the form of properly audited assets, but in that case must be paid up in full. For the Societas Europaea, the minimum share capital is €120,000.

Quota company: Minimum capital is €5,000; the minimum value of each quota is €100. Contributions may be in cash or assets. Where contributions are in cash, 50% may be deferred, and where in assets (which must be audited), the full amount must be paid up. Where they are a combination of the two, the assets must be paid up immediately and must not be less than the statutory capital. A total of 50% of the cash payment may be deferred.

Founders and Shareholders

SA: A minimum of five, or two if one of the shareholders is the Portuguese state. There are no restrictions on nationality or residence.

Quota company: A minimum of two (although there is a separate company form for single-shareholder companies). There are no restrictions on nationality or residence.

Board of Directors

SA: The rules depend on whether the company opts for a single- or dual-board structure. In a single-board structure, companies with share capital of less than €200,000 may have a single director. The only other requirement is that the number of directors cannot be an even number, so the minimum in that case is automatically three. There are no restrictions on nationality or residence. In a dual-board structure, management powers can be shared between a single director (if the share capital is less than €200,000) and a board of up to five directors. There is also a Supervisory Board of up to 15 members.


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