Doing business in Portugal

Why Portugal?

Economic overview

With investments from global leading companies, such as Google and Mercedes-Benz opening tech and digital hubs in Portugal, to unicorns like Farfetch and Outsystems, multiple government initiatives for start-ups, a highly qualified workforce and Lisbon securing the Web Summit until 2028, Portugal showed its highest growth figures in over a decade.

Sweden and Portugal have enjoyed a solid diplomatic and trade relationship since the 17th century. We are committed to free trade, sustainability, the green transition and digital transformation, and the need for a strong and efficient EU internal market, an open and dynamic European economy and ambitious free trade agreements with partners outside of Europe. Portugal is an attractive destination for Swedish businesses seeking opportunities for growth and collaboration in a forward-thinking environment that prioritises technological advancements, sustainability, and digital change. The business communities of our countries have become more integrated – thereby strengthening both our political ties and our trade relations. Today Portugal ranks among the top 30 export markets for Sweden, and more than 150 Swedish companies are active in the Portuguese market.

Investment vehicles

Investing in Portugal usually requires the incorporation of an entity in the country. There are several investment mechanisms at the disposal of potential investors.

Branches
Branches are entities without legal personality and, therefore, dependent on the parent entity, which does not require the allocation of a certain amount of capital towards their activity in the Portuguese territory. To conduct their activities in Portugal, a branch must be registered under the Company National Registry (“Registo Nacional de Pessoas Coletivas”), as well as under the Commercial Registry.

Companies
Differently from the branches, a company is a legal entity, with all the associated relevant legal effects.The most frequent type of company in Portugal is the limited liability company, which may assume two distinct forms: limited liability by quotas (“sociedade por quotas”) and limited liability by shares (“sociedade anónima”).

Limited Liability Company by Quotas: This type of limited liability company is limited by quotas, as the shareholders are responsible solely for their own starting obligation to pay capital and are not liable vis-à-vis third parties for the relevant company’s debts. A limited liability company by quotas may have only one shareholder (“unipessoal”) or two or more shareholders (“pluripessoal”). For this type of company, the law does not establish a minimum share capital. However, the minimum nominal value for a quota may not be lower than € 1.
Limited Liability Company by Shares: Likewise, in this type of company, which is also of limited liability, the shareholders are only responsible for the amount to be paid under the starting obligation to pay capital and are not liable vis-à-vis third parties for the relevant company’s debts. The minimum number of shareholders is five, or one, if the sole shareholder is a company. The minimum share capital for the incorporation of a limited liability company by shares is € 50.000.

Traditional Procedure for Company Incorporation
Incorporating a company in Portugal requires several formalities. The incorporation of a company may, however, be simplified by the “Empresa na hora” procedure or via online company incorporation.

Company Incorporation via “Empresa na hora”
For the purposes of incorporating a company under one of the company types above described, an interested party may resort to a service desk created for this purpose, where the interested party may choose the company name from a list of pre-approved names. A name approved by the Company National Registry may also be chosen. The same applies to the articles of association, as there are several pre-approved models at the disposal of the interested party. The incorporation document will be drafted on the service desk, followed by its registry.

Online Company Incorporation
Alternatively, a company may be incorporated online. Any interested parties must submit all the information and documentation on the website created for this purpose. The interested party may choose a pre-approved company name or a name approved by the Company National Registry. Regarding the articles of association, the interested party may choose from one of the standard models or use a custom version of their choice. The required information for the initiation of activity must be submitted online. If the company should be incorporated with assets for whose transfer the law requires a higher level of formality, the online incorporation service may not be used.

Competitive factors of Portugal as destination for investment

Tax regime for companies
A company’s taxable profit will be taxed at a 21% rate, except in cases where the company is considered, under Portuguese law, as a small or medium-sized company. In these situations, the applicable rate will be 17% to the first € 25,000, the rate of 21% is applied to the taxable profit in excess.

In addition, a Municipal Surtax (“Derrama Municipal”) rate may also be applicable, which can vary between 0% and 1.5% on the taxable profit, depending on the municipality where the company's headquarters is located.

Lastly, on the taxable profit exceeding € 1,500,000, a State Surtax (“Derrama Estadual”) is levied, according to the following rates:

Taxable income (euros) from € 1,500,000 to € 7,500,000 equals a rate of 3 percent
Taxable income (euros) from € 7,500,000 to € 35,000,000 equals a rate of 5 percent
Taxable income (euros) from € 35,000,000 and onwards equals a rate of 9 percent

Tax losses generated in years beginning on or after January 1, 2017, may be reported for a period of 5 years, subject to limitations.

Tax and financial incentives are available such as:

The DLRR - Deduction for Retained and Reinvested Profits is an incentive measure for SMEs that allows the deduction from the Corporate Income Tax of retained profits that are reinvested in relevant applications.
The RFAI – Tax Regime of Support to Investment is a tax benefit that allows companies to deduct a percentage of the investment made in non-current assets from the Corporate Income Tax.
SIFIDE – Tax Incentive System for Research and Business Development supports companies in their R&D efforts by allowing for increased deductions of the expenses incurred to the Corporate Income Tax.

This information was provided by Sérvulo´s Scandinavian desk

is a specialized platform designed to advise companies and private clients from the Nordic countries. If you have any questions regarding this information please feel free to contact Sérvulo´s Scandinavian desk at .