Online company incorporation was introduced in Portugal under Decree-Law no. 125/2006 of 29 June and its implementing orders. Commercial companies have been able to incorporate over the Internet since then. The regime was recently updated by Decree-Law no. 28/2024 of 3 April and the entry into force of Order no. 155/2024 of 24 May.
It is now possible to incorporate commercial companies and civil companies adopting a commercial form, whether limited liability or public limited companies, online, with or without simultaneously acquiring a registered trademark. The regime excludes companies with contributions in kind whose transfer requires a form more solemn than writing, and European public limited companies. Contributing real estate to a company’s capital therefore prevents online incorporation.
The preamble to Order no. 155/2024 of 24 May explains that “this legislative change follows the redesign of the information system supporting Empresa Online, which required new technological architectures and models based on a strong internal digital transformation movement, creating Empresa Online 2.0 (EOL 2.0)”.
The new regulation of the special online incorporation procedure repeals Order no. 657-C/2006 of 29 June. It provides, for example, for completion of beneficial ownership reporting information at incorporation and regulates electronic filing of commercial registry acts and the permanent certificate. It includes online registration of a permanent representation of a company headquartered abroad.
Applications are made through electronic authentication giving access to the website. Lawyers, solicitadores and notaries authenticate using a digital certificate proving their professional status.
As part of an online application, applicants can, for example:
- Choose a pre-created fictional company name reserved for the State, with or without acquiring a trademark previously registered for the State; a name corresponding to the individual partners’ names; or a name covered by a previously obtained certificate of admissibility;
- Choose articles or an incorporation instrument based on a model approved by the chair of the IRN, I. P., governing board, or drafted by the applicants; the latter option is only available to professional users authenticating electronically through their professional means;
- Complete the electronic declaration commencing activity for tax purposes and, where appropriate, identify the certified accountant by name, professional registration number, tax number, business address and email address;
- Where not already done, declare on the partners’ responsibility that cash contributions will be deposited within five days of notification of incorporation registration, or paid into the company’s funds by the end of its first financial year, where and as permitted by law;
- Complete the information required for beneficial ownership reporting;
- Pay the applicable charges electronically.
Applicants who are not professionals have limited freedom to draft articles and must use the templates on the website. The order reserves submission of applicants’ own articles or incorporation instrument to professionals authenticating through their specific electronic means.
In conclusion, a Portuguese company can be incorporated from France without the partners travelling to Portugal. A lawyer practising in both countries can draft the articles, authenticate the partners’ signatures and transmit the documents digitally. Partners can therefore obtain high-quality articles tailored to their project while retaining the advantages of online incorporation.
Dr. Pedro Emanuel de OLIVEIRA
Lawyer