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Folders  |  How to create a company in 24 hours in Lisbon?
How to create a company in 24 hours in Lisbon?
How to create a company in 24 hours in Lisbon?

How to create a company in 24 hours in Lisbon?

How to create a limited liability company («sociedade por quotas») in 24 hours in Lisbon?

This is not about making an extensive dossier on how to create all forms of companies or on all the other ways of setting them up in Portugal. It is simply to explain the procedures of creating a limited liability company («sociedade por quotas») by physical persons in less that 24 hours in Lisbon.
First of all, Portugal is not known for being number one in Europe when it comes to speed in its dealing with bureaucratic/administrative procedures. However, it is worth noting that, in 2007, Portugal came 3rd amongst the European countries having the most information available and that allow most administrative procedures to be done through the internet!
The problem therefore arises elsewhere, but this is not the subject, and for those who do not hesitate to use the internet, the administrative procedures are much simpler.  This is simply not something virtual, because I myself created a company using the service « Empresa na Hora », and, in effect, I was able to create a company in record-time (well within the time announced by official statistics).

The « Empresa na Hora » system :

From July 2005 (when the system was created) to September 2007, more than 33,000 companies have been created using the « Empresa na Hora » system.
According to information  provided by the Ministry of Justice, the average time would be 52 minutes.  In reality, it is more half a day, but this is a very short time for those who had to wait several months not so long ago. This service is available at the « Centros de Formalidades das Empresas » (centres for company formalities), of which there are two in Lisbon, and at the «Conservatórias do Registo Comercial» (commercial registry offices).
With regard to the centres for company formalities, these are places where the main services necessary for the creation of a company, and for the first administrative procedures that follow, are grouped. We will limit ourselves here to describing the procedures for a «sociedade por quotas» (corresponding to a limited liability company in the UK), or a «sociedade unipessoal» (corresponding to a company in the name of an individual).
For which type of limited liability companies: all companies, except those that need previous authorization and those whose equity capital will not be realized only in kind. You can see to your procedures at any location that offers the « empresa na hora » service, independently of the place envisaged for your company’s headquarters.  We advise you of the centres for company formalities, because you can see to, at the same time, other formalities regarding the life of your company (Tax Authorities and Social Security).
There are no obstacles to refer to for foreigners who wish to create a company through the « empresa na hora » service.

Step 1: Choosing the name of the company

This is one of the limitations of the service, because you have to choose the name of your future company from a pre-defined list (reserved for this purpose).  This list is not the most imaginative in terms of names of companies:  few mnemonic words and no foreign words (they are English in this case).  You can consult this list on the website :  www.empresanahora.mj.pt .

It would be better to have an alternative name to the one you will be choosing, as you must know that this list is not updated in real time, and therefore you may have chosen a name that is in the process of being assigned to another society.
If you wish to be able to choose the name of your company, you should make a prior request to the « Registo Nacional de Pessoas Colectivas » (National Register of Collective Corporate Bodies).  This request can be made by mail or via the internet.  In these cases, obviously it is no longer a company created in 24 hours, since this request can delay the process several days, and even longer if the names you proposed are not accepted.
Remember also that the legal name of the company has nothing to do with the commercial name that you can add afterwards.

Step 2: Choosing model of statutes

Once the name of the society is chosen, you have to choose a model of statutes from the two proposed by the service.  These are standard and basic models of statutes, which means that whatever is not written in the social pact, is covered by the company code general law.  This means that if you have an immediate need of binding statutes that implicate several associates, this « empresa na hora » service is not for you.
All the associates of the society must be present or legally represented.  They must have with them an identity document (valid passport for example) and their tax card (« nº de identificação fiscal »). See « First procedures» dossier to learn how to obtain this « contribuinte » number.

Step 3: Choosing the registered office of the company

You must give a precise address for the registered office of the company, i.e. the name of the parish (« Freguesia »). You won’t be asked for proof of rental or purchase of the installations.

Step 4: The equity capital of the company

There are two possibilities:  you can deposit this beforehand in a bank of your choice, or deposit it afterwards. In the latter case, you have 5 working days in which to do so.

Step 5: Choice of the company’s objects and Economic Activity Code (« CAE ») classification

Normally, you would already have a precise idea of the objects of the company that you wish to create (it’s better!). Do not hesitate to seek help from the person attending you. This person works for the Commercial Registry Office (« Conservatória do Registo Comercial ») and in principle is well familiar with these questions.
The CAE is defined according to your core activity.

Step 6: Signing of the statutes and paying for the service

After re-reading the statutes, you must sign them in front of the official assigned to your case and who has the power to officially recognize your signatures. The cost of constitution varies according to the amount of the equity capital. For 10,000 euros worth of capital, it will cost you 400 euros payable  immediately in cash or by cheque.
You will be given a « cartão de pessoa colectiva » (collective corporate bodies card) and a « certidão do registo da sociedade » ( company registration certificate), which are the two documents defining your company’s identity. You will also be allocated a « contribuinte » number for your company, which is an indispensable identification element for invoicing or for opening a bank account. Concerning this, we would therefore strongly advise you to open a bank account and deposit the capital after creating the company (even though, obviously, you would have had talks with one or more banks beforehand).
There you are!  Your company is legally created, but not yet ready to start its activity.
For that you must make a « start of activity » declaration (« declaração de início de actividade »).

Step 7: Declaration of start of activity (« declaração de início de actividade »)

For a company to be able to carry on its activity it must submit a « start of activity » declaration to the tax authorities. Another advantage of this service is that you have a tax authority section in the same places as the « empresa na hora » service.
For this you have to complete a « início de actividade » form. You cannot start an activity without a « T.O.C. » (« técnico oficial de contas »), an official auditor responsible for the company’s accounts.
Either you know a T.O.C, or one can be supplied by the Chamber of Official Auditors.  The cost of selecting an auditor from the Chamber of Official Auditors is 50 euros (+IVA).
Alternatively, you can make a « start of activity » declaration via the internet.  You have 15 days to do so, counting from the date on which you created the company. However, you cannot make this declaration until you have deposited the capital in cash in a bank.
From this moment onwards, your company can have an activity and start to sell its services or products.
Your company will also be automatically registered with the Portuguese Social Security from the moment it was created (written in the statutes).
If you wish to register employees or register yourself as a salaried manager, you can do so immediately at the social security section provided at the centre.
The publication of the creation of the company is done on-line on the website
You will be attributed automatically, free of charge during the first year, a name of an internet domain (ending in .pt). During the days following the creation of the company, you will receive at the company’s address a letter from the internet server indicating a login and a password which will allow you to run your account.
The « empresa na hora » service can be done at 11 centres for company formalities (« centros de formalidades da empresas) located throughout the national territory (2 of which are in Lisbon).


Taking into account the restrictions imposed by the system, the « empresa na hora » service is better destined to family companies or those with one or two associates with no restrictions as to the name of the company or statutes : it is the same for a large number of people who want to create small- to medium-sized companies.
Remember that it is always possible to change the statutes of your company at any time, in particular the name and/or address of the registered office, and to add clauses in the statutes, add associates, etc..
Note about the « Empresa on-line » (Company on-line):  Since Septembre 2007, there came into existence the « Empresa on-line » system, which allows one to create a company from A to Z over the internet.  However, we will not talk about this system, which is much more restrictive.  In fact, in order to use it, you have to have an authorized electronic signature (which implies other procedures and is currently reserved for Portuguese citizens), or go to a lawyer or a public notary who has a digital signature.

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