Last reviewed October 7, 2026 · By the NYBACS advisory team
Short answer
Yes — foreign individuals and companies can own and manage a Portuguese company, most commonly a sociedade por quotas (Lda) or a single-member Unipessoal Lda. Every shareholder and manager must first hold a Portuguese tax number (NIF). With that, the company can be formed in a single sitting at an Empresa na Hora counter, which completes commercial registration, after which the beneficial owners are declared in the RCBE within 30 days.
Key takeaways
- The Lda is the usual vehicle for foreign-owned SMEs; capital is set by the partners with a minimum of €1 per quota, while an SA needs at least €50,000.
- Holding a Portuguese NIF at the date of incorporation is a legal prerequisite for every foreign shareholder and manager.
- Empresa na Hora completes the articles, commercial registration and Social Security number in one session, using a pre-approved company name.
- The initial declaration to the Central Register of Beneficial Owners (RCBE) is due within 30 days of registration.
- The general IRC corporate tax rate is 19% for 2026, with a 15% rate on the first €50,000 of taxable profit for qualifying SMEs, plus municipal surcharges.
Portugal at a glance
| Common entity for foreign owners | Sociedade por quotas (Lda) or Sociedade Unipessoal por quotas; sociedade anónima (SA) for larger companies; branch (sucursal) also possible |
|---|---|
| Company registry | Commercial Registry (Registo Comercial), under the Institute of Registries and Notary (IRN) |
| Foreign ownership | Generally 100% permitted; regulated activities need sector licenses |
| Local director / resident requirement | No residency requirement for gerentes, but each needs a Portuguese NIF |
| Registered office (sede) | Required in Portugal |
| Key tax registrations | Company NIPC, start-of-activity declaration with the Tax Authority (AT), VAT regime, Social Security as employer |
| Recurring compliance | Certified accountant (contabilista certificado), IRC return (Modelo 22), annual IES declaration, VAT returns, RCBE updates |
| Typical setup timeline (indicative) | Incorporation itself can be same-day; obtaining NIFs and a bank account beforehand often takes two to six weeks |
Indicative only. Rules, filings, fees, ownership restrictions and timelines vary and change — confirm the current position before acting.
Lda, Unipessoal or SA: which Portuguese company fits?
| Lda / Unipessoal Lda | SA | |
|---|---|---|
| Owners | Two or more partners (Lda) or one (Unipessoal) | Generally at least five shareholders, or one company shareholder in group cases |
| Minimum capital | Freely set, at least €1 per quota | €50,000 |
| Management | One or more gerentes | Board of directors or sole director |
| Typical fit | Subsidiaries, SMEs, owner-managed firms | Larger companies, investor-backed businesses |
Most foreign founders and parent companies choose an Lda or Unipessoal Lda. A single-member company must include 'Unipessoal' in its name. A sucursal (branch) of a foreign company is registered at the Commercial Registry too, but it carries the parent's liability and requires parent documents to be registered in Portugal.
Getting a NIF before anything else
Portugal's company registries require every individual or corporate shareholder and every manager to hold a Portuguese NIF (número de identificação fiscal) at the date of incorporation. In practice:
- Foreign individuals apply to the Tax Authority (Autoridade Tributária e Aduaneira) in person, through a representative with a power of attorney, or via a consulate. Non-residents from outside the EU/EEA typically need a fiscal representative or to adhere to electronic notifications, depending on current rules.
- Foreign companies obtain a NIPC for non-resident entities through the Registry of Legal Persons, with an apostilled registry extract and articles.
This step often takes longer than the incorporation itself, so start it first. A Portuguese bank account is also easier to open once the NIF exists.
Incorporation step by step
- Choose the name. At Empresa na Hora, select a pre-approved name with its reserved company number; otherwise request a certificate of admissibility from the National Register of Legal Persons (RNPC).
- Book Empresa na Hora at a registry office. All partners attend in person or through representatives with apostilled powers of attorney; Portuguese is the working language, so non-speakers often bring an interpreter.
- Sign the pacto social (articles), using a standard model at Empresa na Hora or a bespoke version through other routes.
- Registration is completed on the spot. You receive the articles, an access code to the permanent commercial certificate (certidão permanente), the legal-entity card code and the company's Social Security number.
- Pay in the capital. Partners may declare that contributions will be delivered to the company by the end of its first financial year rather than deposited beforehand.
- File the RCBE declaration of beneficial owners within 30 days.
The Empresa Online route is fully digital but requires a digital certificate that most foreign founders do not have.
Tax, VAT and Social Security after incorporation
- Start of activity: a declaração de início de atividade is filed with the Tax Authority, which determines the VAT regime and the activity codes (CAE). A certified accountant usually files it.
- IRC (corporate tax): 19% general rate for 2026, with a 15% rate on the first €50,000 for qualifying SMEs, plus a municipal surcharge (derrama municipal) and a state surcharge on large profits. Planned reductions are legislated for later years.
- VAT (IVA): businesses charging VAT file periodic returns; intra-EU trade requires registration in the VIES system.
- Social Security: the company is registered as an employer, and managers who are paid may themselves fall into the social security system.
Companies keeping organized accounts must appoint a contabilista certificado, a member of the Order of Certified Accountants, who signs the tax returns.
Banking and annual compliance
Portuguese banks normally require the NIF, identity and address proof for all beneficial owners and managers, the permanent commercial certificate and the RCBE proof. Many still expect an in-person meeting, and foreign-owned companies with complex structures or non-EU owners may face enhanced checks. Approval is at the bank's discretion, so prepare clear evidence of the business and source of funds.
Each year the company must:
- approve its accounts at a general meeting, normally within three months of year-end;
- file the IRC return (Modelo 22), generally by the end of May for calendar-year companies;
- file the IES (Informação Empresarial Simplificada), which also deposits the accounts with the Commercial Registry, generally by 15 July;
- keep RCBE data current and confirm it annually where required.
Larger companies or SAs need a statutory auditor (ROC).
Is Portugal the right destination for you?
Portugal works well for companies building service centers, tech teams or Iberian sales operations, and for founders relocating there. Same-day incorporation is real once NIFs are in place, but the preparatory steps and banking need planning.
Compared with Spain, Portugal avoids the notarial deed for most incorporations through Empresa na Hora, whereas Spain usually requires a notary and an NIE. Compared with Ireland, Portugal offers lower salary costs but more Portuguese-language administration. If the aim is a light EU invoicing entity with no local team, compare whether Portugal's mandatory certified accountant and filings fit your budget.
Common mistakes to avoid
- Booking Empresa na Hora before every shareholder and manager has a Portuguese NIF.
- Sending powers of attorney that are not apostilled or not translated into Portuguese.
- Forgetting the 30-day RCBE beneficial-owner declaration after incorporation.
- Declaring capital to be paid by the end of the first year and then not delivering it.
- Operating without a contabilista certificado, who must sign the company's tax returns.
- Assuming an English-only incorporation appointment is possible without an interpreter.
Documents and records to prepare
- Portuguese NIF for each shareholder and manager (NIPC for foreign corporate shareholders)
- Passports and proof of address of individual shareholders and managers
- Apostilled registry extract, articles and resolution for corporate shareholders, with Portuguese translation
- Apostilled powers of attorney if founders will not attend
- Registered office details (lease or address authorization)
- Beneficial-ownership chart for the RCBE declaration
NYBACS 360° support
How NYBACS helps
- Sequences NIF applications, fiscal representation and document legalization so incorporation is not delayed.
- Coordinates Empresa na Hora or bespoke incorporation through our Portuguese partners, including representation.
- Prepares the RCBE declaration from your group structure and keeps it aligned with bank KYC.
- Connects you with a contabilista certificado for start-of-activity, VAT and IRC filings.
- Builds the annual calendar for accounts approval, Modelo 22 and IES.
Frequently Asked Questions
Do I have to be in Portugal to set up the company?
No. A representative holding an apostilled and translated power of attorney can obtain NIFs and sign at Empresa na Hora on your behalf. Banks are more likely to ask for a meeting.
Can a foreign company be the sole owner of a Portuguese Lda?
Yes, through a Sociedade Unipessoal por quotas. The foreign parent needs a Portuguese NIPC and must disclose its beneficial owners in the RCBE.
Is the share capital deposited before incorporation?
Not necessarily. Partners can declare that contributions will be delivered to the company's account by the end of the first financial year. Banks and counterparties may still expect the capital early.
What is the IES?
The Informação Empresarial Simplificada is a single annual electronic declaration that sends accounting and fiscal information to several authorities and deposits the accounts with the Commercial Registry.
Will corporate tax keep falling?
The general IRC rate fell to 19% for 2026, and further reductions have been announced for later years. Confirm the rate for each year when planning, since budgets can change it.
