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What kind of enterprise can be set up at an “On the Spot Company” desk?
A: The following can be created:
• One-man Limited Liability Company (LLC)
• Private limited companies / partnerships
• Public Limited Companies (PLCs), Corporations
Are there some companies that cannot be created at an “On the Spot Company” desk?
A: Yes. It is not possible to set up companies whose incorporation requires any prior authorizations, companies whose share capital is paid in by contributions in kind, European PLCs, groups of subsidiary firms, cooperatives and non-stock companies.
What is presupposed when it comes to setting up an “On the Spot Company”?
A: With “On the Spot Company”, the name has to be chosen from a list of pre-approved figurative expressions that can be found on a list at the desk, but it is only allocated during the incorporation procedure. Moreover, it will still be necessary to choose one of the memorandum and articles of association standard packs, previously approved and available on the website, or at the help desks.
Do all the members have to be present when an “On the Spot Company” is incorporated?
A: Yes. When creating an “On the Spot Company” the members must attend and be bearers of an identity document and a tax identification number. If they cannot be present, and are represented by third parties, the power of attorney, identification document and tax identification number must be produced by the proxy.
Can I reserve in advance the name I want for my “On the Spot Company”, from the names on the list?
A: No. The choice of name can only be made when the “On the Spot Company” is being created, at one of the help desks.
How much does it cost to set up an “On the Spot Company”?
A: It costs 360.00€, including paperwork. There is a reduction of 60€ if the main activity of the company is classed as an informatics or related activity, or if it is concerned with research and development.
When does the share capital of the “On the Spot Company” have to be deposited?
A: If the share capital has not yet been deposited when the company is being set up, the members must undertake to be responsible for doing so, in cash, within 5 working days.
When can withdrawals be made from the capital of an “On the Spot Company”?
A: Withdrawals can be made from the capital of an “On the Spot Company” at any time, once it has been incorporated.
Does the choice of a pre-approved name restrict the company object I intend for my firm in any way?
A: No. The pre-approved names are made up of figurative expressions that do not indicate any particular activity, and so the parties concerned are free to add a descriptive phrase related to the object of their enterprise to complete the name.
Is the company registered with the Revenue Office, Social Security and other public services at the time it is set up?
A: The parties involved can immediately submit the statement of activity start-up, for tax purposes. If they do, they should complete the form provided by the Government Tax Office (Direcção Geral de Contribuições e Impostos). This form comes in triplicate, two copies of which have to be signed by the Accountant who will stamp it, and by the members. The third copy must be signed by the Registrar, and must bear the embossed seal and be submitted to the members as proof that they have started the company activity. If they do not submit it then and there, they will have to do so within 15 days, at any Revenue Office, otherwise they will be liable to a fine.
The Registry Office will computerize the data needed to inform the Inspectorate-General of Labour (Inspecção Geral do Trabalho) about the start-up of activity, as well as the information required for the formal registration of the company with the Social Security and in the Commercial Register. These documents can be submitted at the help desks in the Enterprise Formalities Centers (CFE), at the Revenue and Social Security offices opened there for the purpose, where they will be entered on the computer at once.
Can the “On the Spot Company” incorporation procedure be used if the members are legal/corporate persons? What if they are foreign legal/corporate persons, are any prior formalities required?
A: There is absolutely no obstacle if the members of the enterprise are legal/corporate persons. But there are certain prior formalities that must be observed, and so it is best to seek advice beforehand from the Commercial Registry Office or CFE where the procedure will take place. The following documents are needed to identify the company:
As far as foreign legal/corporate persons are concerned, the following documents, duly translated, are required;
Can foreign citizens create an “On the Spot Company”? Are there any prior formalities to be observed in these cases?
A: There is no legal bar to foreign citizens participating in the setting up of companies in Portugal. But there is one prerequisite, which is the legal requirement to be in possession of a tax identification number at the time the company is incorporated. It is sometimes necessary for foreign residents in Portugal to seek advice from the Border and Foreigners Control Service (SEF) with a view to removing any obstacle to their participation as members of the company that is to be created.
Does the Accountant have to be there when an “On the Spot Company” is created?
A: No. The Accountant only has to sign and put his stamp on the forms stating the start-up of an activity.
Does the Statutory Auditor have to be there when a PLC is incorporated under the “On the Spot Company” scheme?
A: No. The Statutory Auditor must state that the position is accepted, and this statement will be submitted when the firm is incorporated.
Which website will the publications be posted on?
A: Publications will appear on an Internet site that is freely accessible to the public, at http://publicacoes.mj.pt.