Online Company Formation

1. What type of companies can be formed through the Online Company service?
   Public and private limited commercial companies and general commercial partnerships.
   
   You can choose a pre-approved bylaw or a bylaw prepared by the interested parties.
   
   Since 27 September 2007 it is also possible to get a registered trademark when forming an Online Company, which is equivalent to the chosen company name. Consult the item Trademarks and Patents (Marcas e Patentes) in the Frequently Asked Questions.
   
   This service also allows forming companies as a result of a merger or demerger. In this case the register office in charge of the request will informally and gratuitously perform the respective merger or demerger registry.
2. The bylaw I’ve scanned is not readable. What should I do?

   Check if the original is readable and if it has good contrast. In case the original is blurred, set the printing parameters (choose a better printing quality). Also check if the printer needs new cartridges or toners.
    

   In the scanner’s application interface select the options corresponding to 100dpi or 200dpi quality (dots per inch).
    

   In the scanner’s application interface select a type of digitalization corresponding to “black and white” or “grey levels” – avoid colour digitalization. Note: some application interfaces refer to this type of digitalization as “text” or “line-art”.
3. The signature is not readable. What can I do?
   Use black ink or a very dark colour to sign the documents that you want to digitalize and check the quality of the scanned document. Check if the document is readable before sending it to http://www.portaldaempresa.pt/.
4. Can I use the Citizen Card on the formation of an Online Company?
   Yes, the Citizen Card has a digital certificate which can be used to form online companies.
5. How can I send the bylaw and the attachment with the signature recognition to the Company Portal?
   The bylaw and the attachment with the signature recognition should be digitalized into a single document. Check the options in the scanner’s application interface to do so. If the software does not have these options send the digitalized pages in separate and indicate the page number in its description. For example: “Bylaw and recognition’s attachment - page 1 of 5”.
6. Are there any specifications regarding the CAEs chosen?

   Only CAEs (Statistical Classification of Economic Activities) 34 and 50 (referred in the table of CAEs as automotive vehicles) qualify to join the Arbitration Centre for the Automotive Sector (in all national territory).
   
   

   The other CAEs refer to the remaining centres (all of these with identical competence).
7. Can foreign citizens create an Online Company? Are there any prior formalities in these cases?
   There are no legal obstacles to foreign citizens who wish to participate in the formation of companies in Portugal. The only previous legal requirement is to have a taxpayer identification number when the company is incorporated. It is sometimes necessary for foreign residents in Portugal to seek advice from the Border and Foreigners Control Service (SEF) with a view to removing any obstacle to their participation as members of the company which is to be created.
8. How can I access the bylaw’s validation forum?
   When the applicant sends the bylaw to the forum, the company partners can:
   

   • View the bylaw – In the forum, the partners can consult the bylaw and complete it (if the bylaw was drawn up by the interested parties) and indicate any errors and mistakes found;
   • Notify the applicant – In case the partners identify any errors they should notify the applicant of the corrections to be made. The partners will use the mechanisms available in the forum to notify the presenter;
   • Finalise the bylaw (if the bylaw was drawn up by the interested parties), correct errors - The applicant is notified by the partners and then reviews the bylaw through the company’s folder at http://www.portaldaempresa.pt/.

   NOTE: The forum is accessed through the URL in the e-mail received by the partners.

9. How can I get a Certificate of Admissibility?
   First, you request a Certificate of Admissibility, regardless of the company’s legal status. Registo Nacional de Pessoas Colectivas (National Register of Collective Persons) is the entity responsible for ensuring the veracity of the company’s identification, legal status or activity.
10. What’s the payment period for my Online Company?
    Your Online Company must be paid on an ATM with the reference provided, within a maximum period of 2 working days (48 hours).
11. Do all members have to be present when an Online Company is incorporated?
    If the partners cannot be present, their representive’s signature is enough. When there is no intervention from a legal representative all the partner’s signatures must be recognised in person by a lawyer or solicitor.
12. Is the company registered in the Revenue Office, Social Security and other public services upon its incorporation?
    The Register Office will provide by electronic means the data needed to inform the Inspectorate-General of Labour (Inspecção Geral do Trabalho) about the start-up of activity, as well as the information required for the informal registration of the company in the Social Security and in the Commercial Cadastre.
13. When can I deposit the share capital of my Online Company?
    If the share capital has not yet been deposited when the company is being incorporated, the members must declare to be responsible for its deposit in cash, within 5 working days counting from the issuance of the free certificate.
14. Which are the prior requirements to incorporate an Online Company?
    The company’s name must have been chosen from the list of pre-approved figurative expressions available for consultation. You also have to choose a pre-approved bylaw or customise your own (one made by the interested parties).
15. How long does the Commercial Register Office take to make the registry?
    In case of a pre-approved bylaw and if there aren’t any errors in the incorporation procedure, the registry is immediate. The validation of custom bylaws has a deadline of two working days.
16. Does the choice of a pre-approved name restrict in any way the object of my company?
    No. The pre-approved names are figurative expressions which do not indicate any particular activity. The interested parties may also add a description of their company’s object to complete the name.
17. When can I withdraw the Online Company share capital?
    You can withdraw the online company’s share capital upon the company’s formation.
18. Can I appoint a Certified Accountant (TOC) when incorporating an Online Company?
    Yes. You have the following options:
    

    • Appoint a Certified Accountant by entering the data directly;
    • Select a Certified Accountant from a predefined list provided by the Chamber of Certified Accountants (CTOC). The maximum fee charged by the Certified Accountant to fill in and deliver the Statement of Start of Activity is 50€ plus VAT at the current rate.
19. How can I pay for my Online Company?

    The following payment methods are available: Visa/Mastercard, ATM or e-banking.
     

    The payment of your Online Company on an ATM with the reference provided, can only be made in Portugal, within a maximum period of 2 working days (48 hours).

20. How do I choose the company's name?
    The company’s name can be chosen from the list of pre-approved figurative expressions or with a Certificate of Admissibility issued by RNPC (Portuguese National Register of Collective Persons). After choosing the name from the list, the interested parties have 30 minutes to resume the procedure, otherwise the name is no longer available (this does not apply to names chosen with the Certificate of Admissibility).
21. What is a digital certificate?

    A digital certificate can be used as a form of digital identification, like an electronic identity card. It can equally be used to perform electronic transactions safely or to sign documents digitally.
    
    

    Digital certificates allow an electronic transaction to be carried out through the Internet safely, allowing the interested parties to present their credentials as proof of their identity.
22. What is a certified digital certificate?
    A digital certificate is an electronic document which associates the signature’s verification data with its holder and confirms his/her identity. The certificate must be issued by a legal and accredited entity in order to be certified. For legal purposes, this type of certificate is equivalent to a written signature when used to sign an electronic document.
23. How can I consult the certificate and the collective person identification card on the Online Company service?
    After making the registry, the Commercial Register Office sends by post the Certificate, the identification card and the accounting documents directly to the company’s registered head office.
24. Where can I access the Online Company service?
    At www.portaldaempresa.pt.
25. Where can I get a certified digital certificate?

    Digital certificates are issued by certifying companies. In Portugal there are companies which provide this service. However, the Online Company service only accepts certified digital certificates. That is, the entity issuing the certificate must be accredited by the entity responsible for the accreditation of companies qualified to issue digital certificates.
    
    

    Even if there are no certifying companies accredited in Portugal, the ID-Card guarantees a certified digital certificate, ensuring the individual’s identity and granting legal effectiveness to the electronic signature.
26. Who can incorporate a company through the Online Company service?
    The service is available to any citizen, as long as owning an ID-Card.
27. How much does an Online Company or an Online Company with an associated Trademark cost?

    There are two prices:

    • Standard: € 180 (bylaw or pre-approved model) or € 120 in case of reduction;
    • Standard: € 380 (custom bylaw – drawn up by the interested parties) or € 320 in case of reduction *.

    For an Online Company with an associated Trademark with one class of products or services, there’s an addition of € 100. Each additional class of products costs € 44.
    
    * There is a fee reduction for companies with main activity on Informatics, Research and Development (CAEs -Statistical Classification of Economic Activities - beginning with 72 or 73).

28. I have a valid Certificate of Admissibility for a name. Can I use it to create my Online Company?
    Yes. The interested parties may use a Certificate of Admissibility for a name through the “Online Company” service, you just have to enter its collective person identification number (NIPC). This way the company’s name is automatically identified.
29. Can I reserve in advance the name I want for my Online Company, from the list of names available?
    No. The chosen name can only be confirmed when incorporating the company, through the Online Company service. The company’s name can be selected from the list of pre-approved figurative expressions or with the Certificate of Admissibility, previously requested on the RNPC services (Portuguese National Register of Collective Persons) at http://www.irn.mj.pt.
30. I am a lawyer and I have a digital certificate which includes my professional licence. Can I use this certificate as an authentication when using the online company service?
    Yes, the lawyer’s certificate can be used on the Online Company service. However, before using this certificate you should verify its validity.
31. Can I create an Online Company if its members are collective persons? Are there any prior formalities required in case they are foreign collective persons?
    No, there are absolutely no obstacles if the members of the company are national or foreign collective persons.
32. In which site will the publications be made?

    Publications will be automatically made at http://publicacoes.mj.pt. When the incorporation deed is submitted in English it will be published in that language. Registries will always be published in Portuguese but you can consult the English version by requesting a Permanent Certificate at https://www.portaldaempresa.pt/CVE/Services/CertidaoPermanente/ElaborarPedido.aspx.

     

33. What type of certificate can be used on the Online Company service?
    Lawyers, solicitors and register officers can use any digital certificate that proves their professional capacity. Citizens are also authenticated by the ID-Card.
34. Which are the advantages in joining an Arbitrary Centre?

    When joining an Arbitration Centre, the company accepts its intervention in any possible conflict, within the scope of the centre's competence. When there's a claim, a jurist from the centre proceeds to its analysis, after which there's always a mediation attempt, in order to establish an agreement between the parties. In case the mediation fails, the process will be directed towards conciliation and arbitration.
    
    

    After communicating to the commercial establishment’s registered head office, the centre delivers to the establishment's owner an adhesive sign which must be placed in a visible position at the entrance, informing the customers that the establishment has joined an arbitration centre.
    
    

    The companies which join fully and immediately are publicly listed through the most appropriate means as members of the arbitration centre.
    

    
    Joining is simple, voluntary and free of charge. Just fill in the form “Full and immediate membership" available upon the company's incorporation through the Online Company service.
35. What happens if the procedure contains errors?

    When errors are detected during the Online Company procedure the user has five working days to correct them. The errors will be communicated through e-mail, then the user must access the application and proceed with the necessary corrections. The notification will mention which fields to correct.

36. Are there companies which cannot be formed through the Online Company service?
    Yes. This service isn’t available to companies whose share capital is paid-up through contributions in kind, where the assets brought by the partners to the company are transferred more formally than through the written form. European public limited companies (societas europaea) are also excluded from this service.