PORTUGAL LAW AND PRACTICE Contributed by: Joana Torres Fernandes, José Manuel Pereira da Costa, Danielle Avidago, Javier Mateo, António Pratas Nunes, Joana Loureiro Veríssimo, Madalena Mourão and David Serras Pereira, LVP Advogados
a minimum share capital of EUR1. Shareholders’ liabil - ity is limited to their contributions to the share capital. The governance model of a Portuguese private limited liability company (Lda) is characterised by its simplic - ity and flexibility, primarily consisting of two manda - tory bodies: the general meeting of shareholders (eg, a ssembleia geral ) and the management (eg, gerência ). The general meeting is the supreme sovereign body where shareholders exercise their voting rights to approve annual accounts, elect directors and amend bylaws, while the management, composed of one or more directors (eg, g erentes ), handles the day-to-day operations and legal representation, making it suitable for closely held businesses and family-owned struc - tures. The appointment of a statutory auditor (ROC) becomes mandatory if the company exceeds two of the following three thresholds for two consecutive fis - cal years: • a balance sheet total of EUR1.5 million; • net turnover of EUR3 million; and • or an average number of 50 employees during the fiscal year. A public limited company (SA) is generally used for larger projects, investment structures or companies seeking external funding. It requires a minimum of five shareholders (unless fully owned by a single entity) and a minimum share capital of EUR50,000. Governance is more structured and may include dif - ferent management and supervisory models. Typical - ly, it is governed by a mandatory three-tier structure regardless of its size: • the general meeting, led by a chairman and a sec - retary; • the board of directors (eg, c • onselho de administração ), which may be replaced by a sole director (eg, administrador unico ) if the share capital does not exceed EUR200,000; and • a supervisory body, typically a sole supervisor (eg, fiscal unico ) who must be a statutory auditor (ROC). Unlike the more flexible Lda companies, an SA requires these permanent governance bodies and
mandatory account auditing to ensure legal compli - ance and institutional transparency. 3.2 Incorporation Process The incorporation of a company in Portugal is rela - tively straightforward and can be completed within a few days, depending on the chosen procedure. The main steps include: • obtaining Portuguese tax numbers (NIF) for all shareholders and directors; • defining the company structure, including corpo - rate purpose, share capital and management; • executing the incorporation deed (which may be done online or through a pre-approved template); • registering the company with the Commercial Reg - istry; and • obtaining a corporate tax number and completing tax and social security registrations. In practice, incorporation can be completed within one to five business days, particularly where standard procedures are used. 3.3 Ongoing Reporting and Disclosure Obligations Private companies in Portugal are subject to several ongoing reporting and disclosure obligations. These obligations are primarily aimed at ensuring transpar - ency and compliance with corporate and tax regula - tions. Key obligations include: • filing annual accounts and financial statements with the Commercial Registry; • updating the commercial registry in case of chang - es to directors, shareholders or articles of associa - tion; • maintaining updated records of the ultimate benefi - cial owner (UBO) in the central register; and • complying with tax reporting obligations, including periodic tax filings. Failure to comply with these obligations may result in fines and restrictions on the company’s activity.
883 CHAMBERS.COM
Powered by FlippingBook