Establishing a Subsidiary Office in Portugal
Flexible and efficient legal aid in the creation of your new company
Our corporate lawyers will guide you through the process step-by-step.
How can a lawyer help me?
Our corporate lawyers at Lexidy are experts in the processes of setting up subsidiaries in Portugal. Through the Power of Attorney, we will take care of all the proper steps in gathering information and submitting documents for you. When necessary, we will walk you step-by-step through the appropriate actions to make the process as easy and understandable as possible.
¨We will be with you each step of the journey.¨
What is a subsidiary company?
A subsidiary is a new company incorporated in Portugal, distinct from the foreign entity and has its own independent legal personality, but is being controlled by another entity that owns the majority or all of the shares in the subsidiary. The subsidiary can be incorporated under any legal form permitted by the Portuguese legislation, being the most common a private limited liability company
How to obtain the Good Standing Certificate and Company’s Bylaws?
Portuguese law requires these two documents from the foreign/mother company to set up a subsidiary company in Portugal. Certificate of Good Standing can be acquired at any commercial registry in the place of the Mother company’s origin. The company bylaws are simply a copy of the existing bylaws.
Process of getting established in Portugal?
Establishing a Subsidiary in Portugal
- Application for a Tax Identification Number (NIF) for its foreign partners and administrators, whether natural or legal persons.
- Application for a valid name for the new company in the National Register of Collective Persons (RNPC).
- Drafting the Articles of Association for the company.
- Application for registration of the company in the office of the Portuguese Collective Person National Registry.
- Open a bank account for the company
- Indication of a Chartered Accountant to present the declaration of commencement of activity for tax purposes in the Tax Authorities and for Social Security purposes.
Mother Company Responsibilities
- We will be in charge of drafting the Certificate with the agreement taken by the Shareholders meeting to establish a Company in Portugal.
- Acquire a Good Standing document from the Commercial Registry of the place of origin stating the Company’s data.
- Coordination of the legalization and translation of the Good Standing and the Certificate agreement, along with the Articles of Association.
Foreigners ID Number
- Lexidy will apply to obtain the NIF (Número de Identificação Fiscal)
As well as drafting of the following required documentation:
- Power of attorney.
- Certification of passport.
- Submitting FORM before the Portuguese government authorities.
What are the requirements?
From Mother Company:
Obtaining Mother Company’s Tax ID Number (& Digital Certificate)
Signing of the Establishment Deed
Register the Incorporation Deed before the Company’s Registry
Payment Commercial Registry fees included
Frequently Asked Questions
The activities that the subsidiary may carry out are not limited to those of the foreign entity.
A power of attorney is a legal document that is used in many European countries by persons who are not able to attend certain events or places and who want to be represented by someone else who will have the power to act on behalf of them for signing contracts, taking decisions, submitting documents etc.
For the formation of a company in Portugal, granting a Power of Attorney is not necessary, but it is a very useful document for when the company’s shareholders are not in Portuguese territory, as the person who has the Power of Attorney can act on behalf of them.
Portugal is a decentralized unitary state formed by autonomous communities, and two autonomous cities. Basic commercial law (such as company formation and practice) is enacted by the central government of Portugal as it has exclusive competence to legislate these matters according to the Portuguese Constitution, contrary to other legal areas such as health and education.
The process usually takes 1-2 weeks, once the shareholders obtain their NIF (Número de Identificação Fiscal).
The process may vary depending on the type of formation, whether it’s a new company or setting up a branch, and on the Autonomous Community where the company will be registered, as some registries can take longer than others.
We are a department formed by qualified legal experts who have been trained in the field of corporate law. We work on these requests every day and it’s our passion. For us, Lexidy is a way of life and what excites us the most is to be able to deliver the happiness and satisfaction of a successful process. We want to help you achieve your goals and dreams.
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