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Registering a business with Loja da Empresa

REQUESTS PRESENTED DIRECTLY IN THE RNPC - REGISTO NACIONAL DE PESSOAS COLECTIVAS - MAY BE CONCLUDED IN A LOJA DA EMPRESA 

There are two ways of starting up a company at the Loja da Empresa: 

  1. Choosing a name from a preapproved names´ list;
  2. Using a previously requested name.

On the first situation you may start up a Firm on the Spot (FOS), in about one hour, with or without a registered trade mark.

On the second case you may start up a company either in accordance to the model of the Firm on the Spot (FOS) or using a private document or acceding to a public notarial deed. In the last two cases, please note that : THE PROCESSES STARTED IN A LOJA DA EMPRESA MUST BE CONCLUDED IN A LOJA DA EMPRESA. 

 

  1. Starting up a company using a name from a preapproved names` list
  • A – Firm on the Spot (FOS)
    • The name shall be chosen from a preapproved names` list;
    • The company statutes are chosen among different proposed statutes.

N.B. The list of names as well as the proposed statutes may be consulted at the site "Empresa na Hora". 

Steps

  • a) Signing of the company statutes
    • The presence of all members or their legal representatives is required. They should bring their own identification documents (identity card or passport and Portuguese tax card);
    • It is delivered the code for the company card. It is requested the company card issued by INCM. It is done the the commercial registration of the company and issued the respective certificate right after the signing.
  • b) Share capital deposit
    • The share capital shall be deposited in a bank within five working days from the date of signing.
  • c) Social Insurance Inscription
    • Social Insurance inscription is authomatically done through the electronic transfer of data. However, for a better acknowledgement of the rules, we suggest a contact with the Loja da Empresa Social Insurance Office where you will inform the officers of the date your company will star its activity;
    • At this office, the statutory body members may ask for the exemption of payment of contributions, if they have already paid them for another activity or if they don`t receive any salary or compensation as a management director. For that purpose, they must present as evidence a declaration signed by the employer or, if they are retired, the pensioner card.

Note: Due to an alteration on the legislation the Company’s Starting Activity is no more allowed to be done at the Loja da Empresa. The Company’s Starting Activity has to be done directly at a DGCI Office (Tax General Direction Office)

  • The company may present the starting activity application form at the DGCI Office outside the Loja da Empresa within 15 days from the draft signing. Otherwise, you may have to pay a penalty;
  • The application form of the company’s starting activity has to be presented by a shareholder:
    • Either accompanied by the accountant who will sign and certify the application form;
    • Or bringing the application form required by the DGCI dully filled, signed and certified by the accountant.
  • Please note that the application form of the company’s starting activity has to be signed by a shareholder, a director or a legal representative.

Charges

The cost of starting up a FOS, with a share capital of € 5.000.00, is around € 380.00.

  • B – Firm on the Spot with a registered trade mark

The steps to follow are similar to the ones mentioned on part A with only a difference: the company`s name, chosen from a preapproved names` list, has already a registered trade mark associated to that name (the name and the trade mark may be separated only after the starting up of the society).

This special proceeding is already available at all the National Network of the CFE.
 

        2.    Starting up a company with a previously requested name 

 

  • A – Firm on the Spot

Steps

  • a) Request of Certificate of Admissibility
    • The company’s designation shall be presented at the Loja da Empresa RNPC Office, where one of the shareholders or its legal representative will sign, for this purpose, a RNPC application form available at the Loja da Empresa;
    • After the payment of the legal fees at Loja da Empresa CGD - Caixa Geral de Depósitos - Office, you will proceed to the Loja da Empresa RNPC Office, where all the necessary researches will be done in order to ascertain that the company’s designation will be accepted. However this isn`t but a first filtration since the final decision is taken by the RNPC Head-Office  in Lisbon;
    • If the company’s designation is not accepted you’ll be contacted by the RNPC. Then you shalld come to the Loja da Empresa in order to repeat, just once, the request through a new certificate application form (without having to pay any further fees);
    • If the company’s designation is accepted, then you will have an approved name and you may create your company trough the "Firm on the spot" procedure.
  • b) Signing of the company statutes
    • The presence of all members or their legal representatives is required. They should bring their own identification documents (identity card or passport and Portuguese tax card);
    • It is delivered the code for the company card. It is requested the company card issued by INCM. It is done the  commercial registration of the company and issued the respective certificate right after the signing.
  • c) Share capital deposit
    • The share capital shall be deposited in a bank within five working days from the date of signing.
  • d) Social Insurance Inscription
    • Social Insurance inscription is authomatically done through the electronic transfer of data. However, for a better acknowledgement of the rules, we suggest a contact with the Loja da Empresa Social Insurance Office where you will inform the officers of the date your company will star its activity;
    • At this office, the statutory body members may ask for the exemption of payment of contributions, if they have already paid them for another activity or if they don`t receive any salary or compensation as a management director. For that purpose, they must present as evidence a declaration signed by the employer or, if they are retired, the pensioner card.


Note: Due to an alteration on the legislation the Company’s Starting Activity is no more allowed to be done at the Loja da Empresa. The Company’s Starting Activity has to be done directly at a DGCI Office (Tax General Direction Office)

  • The company may present the starting activity application form at the DGCI Office outside the Loja da Empresa within 15 days from the draft signing. Otherwise, you may have to pay a penalty;
  • The application form of the company’s starting activity has to be presented by a shareholder:
    • Either accompanied by the accountant who will sign and certify the application form;
    • Or bringing the application form required by the DGCI dully filled, signed and certified by the accountant.
  • Please note that the application form of the company’s starting activity has to be signed by a shareholder, a director or a legal representative.

Charges

The cost of starting up a FOS, with a name previously requested and with a share capital of € 5.000.00, is around € 436.00.


 

  • B – Company by private document

Steps

  • a) Request of Certificate of Admissibility

This step is similar to step a) of the previous section 2 - A – Firm on the spot with the following difference:


N.B.  The statutes drafts may be consulted at the Web page “Informações sobre o registo comercial”.

  • b) Signing of the company statutes
    • The presence of all members or their legal representatives is required. They should bring their own identification documents (identity card or passport and Portuguese tax card);
    • It is requested the company card issued by INCM. It is requested  the commercial registration of the company.
    • The share capital must be already deposited.
  • c) Commercial Registration Requisition
    • To proceed with the commercial registration requisition at the Loja da Empresa the presence of a legal representative (shareholder, management director of the company, solicitor or legal executive) is required;
    • This procedure has to be done within 2 months from the date of signing the private document. 
  • d) Social Insurance Inscription
    • You may register the firm and its statutory body members at the Social Insurance office at the Loja da Empresa. The registration shall be made within ten days from the presentation of the declaration of the company`s starting activity.
    • At this office, the statutory body members may ask for the exemption of payment of contributions, if they have already paid them for another activity or if they don`t receive any salary or compensation as a management director. For that purpose, they must present as evidence a declaration signed by the employer or, if they are retired, the pensioner card.  

 

Note: Company’s Starting Activity – DGCI Office (Tax General Direction Office) This step is similar to step d) of the previous section 2 - A – Firm on the spot.


Charges

The cost of starting up a company by private document, with a share capital of € 5.000.00, is around € 576.00;

              

  • C – Company by public notarial deed

Steps

  • a) Request of Certificate of Admissibility . This step is similar to step a) of the previous section 2 - B –Company by private document  with the following difference: The N.B. note does not apply in this case.
  • b) Public Notarial Deed
    • The presence of all members or their legal representatives is required. They should bring their own identification documents (identity card or passport and Portuguese tax card);
    • It is suggested that the management directors should be nominated at the public notarial deed;
    • The shareholders should pay the public notarial deed right after its celebration;
    • The Loja da Empresa Front-Office may inform you in advance of the cost of the public notarial deed;
    • The share capital must be already deposited.

After this step and in order to finish the proceedings you may require the commercial registration of the company.


  • c) Commercial Registration Requisition

This step is similar to step c) of the previous section 2 - B –Company by private document

  • d) Social Insurance Inscription

This step is similar to step e) of the previous section 2 - B –Company by private document


 

Note: Company’s Starting Activity – DGCI Office (Tax General Direction Office)

This step is similar to step d) of the previous section 2 - B –Company by private document.

 

Charges

The cost of starting up a company by public notarial deed, with a share capital of € 5.000.00, is around € 700.00
Attention: Important to retain:

  • Validity of the Certificate of Admissibility - 3 months;
  • Company’s Starting Activity – until 15 days from the date of the commercial registration request;
  • Social Insurance Inscription – until 10 working days after the company’s starting activity.
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