Online Company Creation

Nesta página encontra respostas a várias questões relacionadas com a criação de uma empresa online. A informação está dividida em três secções:

Antes de constituir a sociedade

Commercial and civil companies having a commercial form, the type of quotas, quotas for sole and anonymous.

You can choose by a pre-approved agreement or a pact drafted by the interested parties.

Since September 27, 2007, is available the possibility of obtaining a Registered Trade Mark, from the creation of an Online Company that in the case of incorporation, is equivalent to the chosen firm. Consult Trademarks and Patents in the list of Frequently Asked Questions.

This service also allows the incorporation of companies following a merger or split. In this case, the register to which the request is distributed freely and carry out its own motion the inherent registration of the merger or division.

Yes, in the case of European limited companies and companies whose capital is conducted using in kind in that for the transfer of assets to the partners join the company, it is required more solemnly than in writing.
From a computer in your home, office or anywhere Internet access by going through the Company Portal.

The name of the Company may be:

  • chosen the stock fantasy names created and reserved to the State (with or without associated Brand);
  • it has been previously approved by RNPC on admissibility certificate that are still within the period of validity;
  • it consists of firm-name automatically approved and also
  • chosen in the Online Company constitution of the flow itself, and for this purpose be given up to 9 preferences and having the services the maximum period of one working day for its approval, free of charge.

In this case the lawyer, solicitor and notary holder of the digital certificate and that is to act on behalf of the applicant, must be identified as subscriber and not the applicant, as this is necessarily one of the future partners.

In the case of firms of the Exchange, if the submitter, within 30 minutes after you select the "trade name", not moving from the introduction phase of the data relating to the company, will be prompted to continue the process. Otherwise, the name is no longer reserved.

No. The choice of the firm from those contained in the bag can be made only at the time of incorporation of the company.
No. The pre-approved firms are composed of invented names that do not identify which activity, fitting interested freely decide whether to complete the firm with the description of the object of their society.
Yes. You can with the Certificate of Eligibility make the creation of your business through service creation Online Company by simply entering the number Tax Number Identification associated. Thus the firm's name is automatically identified.

The application for Certificate of Eligibility can be ordered on the Internet at this site or at IRN , in person at RNPC for verbal, by himself or by a person entitled to do so or in writing on the appropriate form (Form 1) or by post, in proper form (form 1) sent to Apartado 4064-1501-803 Lisbon.

Forms of RNPC are available for free at the site IRN.

There is no kind of impediment, whether members of society to be either domestic or foreign legal persons. However, foreign legal persons must be holders of equivalent issued by RNPC entity identification number (see RNPC of frequently asked questions on the site IRN).

There is no legal impediment to the participation of foreign citizens in the formation of companies in Portugal. However, there is a prerequisite that is embodied in the legal ownership requirement, the date of incorporation of the company, a tax identification number issued by the Finance Services of Portugal.

When you join an arbitration center, the company accepts this intervention in any conflict that may arise and which fall within the competence of the center. Upon receipt of the complaint and its examination by a lawyer from the center, the procedure is always an attempt at mediation, to establish an agreement between the parties. If mediation fails, the case will be referred to conciliation and arbitration.

After the announcement of the commercial establishment Site, the center delivers a sticker couplet that the entrepreneur is obliged to put in a visible location, allowing consumers to identify the establishment as adherent to the arbitration center.

Companies that carry out full and immediate membership are now included in the list of establishments within the arbitration center, made public by the most appropriate means.

The accession process is simple, voluntary and does not involve any cost, just fill out the "full and immediate compliance" available on the Company Online constitution process.

No momento da constituição da sociedade

They can use the service Lawyers, Solicitors and Notaries who have a digital certificate. The service is also accessible to any citizen from who holds the Citizen Card (in this case, it is clarified that all members must be holders of the Citizen Card in order to be able to digitally sign the pact) and is not necessary to join documents beyond the social pact.

It should be noted, however, that the Lawyers, Solicitors and Notaries can not act as representatives of shareholders in the subscription agreement.

Estonian and Spanish citizens can create an online business using the certificate from your national identification document.

Where members are represented through a proxy, simply signing the proxy. In cases where there is no prosecutor intervention, the handwritten signature of all members and their attendance recognition of same by the Lawyer, Solicitor and Notary is required.

The cost of setting up the company are as follows:

  • € 220.00 (statutes or act of approved model);
  • € 360,00 (free social pact - prepared by interested parties).

In addition to these values, the incorporation of a company associated with brand with a class of products or services, € 100.00.
This amount is increased € 44.00 for each additional class.

(See area "Trademarks and Patents" in the list of Frequently Asked Questions).

The Online Company formation costs include the verification of the admissibility and approval of the firm in the flow of EOL.

The Conservatory offers by computer data necessary for registration of the start of activity to the Tax Directorate General, the Authority for Working Conditions and Social Security services.

Yes. The following options are available:

  • Display directly entering a TOC data thereof;
  • Select one of the scholarship TOC, available from House of TOC (CRO) (i16). This will be assigned based on the statement of the District, County and Postal Code (Parish). The maximum amount to be charged for the TOC, to complete and return the activity of early statement is € 50, adding VAT to the legal rate;
  • Not indicate any TOC and choose to go to the tax authorities within 15 days to submit a commencement of activity declaration.

The advantage of the TOC information at the time of the constitution is to allow that it is entitled to file via the Internet to start activity statement.

In the absence of non-conformities in the constitution process, the Registrar proceeds within 5 days to the registry, in the case of a pre-approved agreement, or within 10 days in the case of a pact drafted by the interested parties.

Only CAE's 34 and 50 (referred to in the PPA's table as motor vehicles) should be "marked" for the purposes of the Automobile Sector Arbitration Center (with jurisdiction for the entire national territory). The remaining PPA's concern to the other centers (since the competence of the material is identical).
A digital certificate can be used as a digital form of identification, like an electronic identity card it were. It can also be used to make electronic transactions securely and digitally sign documents.
Thanks to digital certificates, an electronic transaction performed via Internet becomes perfectly safe because it allows the involved parties to present, each, their credentials to prove to the other party, its real identity.
Yes, the certificate of professional certificate of attorney may be used in the service of creating online businesses. To use this certificate must, however, ensure that it is fully valid.
Lawyers, solicitors and notaries can use any digital certificate attesting to their professional quality. Holders citizens of the Citizen Card are certified by the same identification document.
The digital certificate is an electronic document that links signature verification data to the holder and confirms the identity of the holder. To be eligible, the digital certificate must be issued by an accredited certification body. This type of certificate when used to sign an electronic document is equivalent, for legal purposes, to a handwritten signature.

Digital certificates are issued by certifying companies. In Portugal there are already some companies to provide this service. However, digital certificates using the Online Company are necessarily qualified digital certificates. That is, the entity that issues the certificate must be accredited by the organization responsible for the accreditation of certifying companies.

Access to personal information on the Company Portal is made only by the Company's Electronic Dossier to that effect is used digital certificate. At the moment, only lawyers, solicitors and notaries and holders citizens of Citizen Card can use this service, since they have integrated digital certificates in their respective professional ballots or new identification document.

Yes, the Citizen Card has a digital certificate, which can be used to provide online businesses.
Yes. Citizens Estonian and Spanish can create an online business using the certificate from your national identification document.

Sim, nos termos do nº 3 do artigo 252º e nº 2 do artigo 391º do Código das Sociedades Comerciais na redação dada pelo Decreto-Lei nº 109-D/2021, de 9 de dezembro o registo da designação dos gerentes e dos administradores deve ser instruído com declaração de aceitação da designação e declaração da qual conste não terem conhecimento de circunstâncias suscetíveis de os inibir para a ocupação do cargo.
Exemplos de declaração:

Artigo 252.º, n.º 3 do Código das Sociedades Comerciais (para sociedades por quotas e sociedades unipessoais por quotas):

F….., com o NIF…….., residente em ………., declara que aceita a sua designação para o cargo de gerente da sociedade …………………, com o NIPC ……. e que não tem conhecimento de circunstâncias suscetíveis de o inibir para a ocupação do cargo.

Artigo 391.º, n.º 2 do Código das Sociedades Comerciais (para sociedades anónimas)

F….., com o NIF…….., residente em ………., declara que aceita a sua designação para o cargo de administrador da sociedade …………………, com o NIPC ……. e que não tem conhecimento de circunstâncias suscetíveis de o inibir para a ocupação do cargo.

Depois de submeter o pedido para a constituição da sociedade

The deadline for the implementation of payment by ATM, e-Banking and Visa / MasterCard, through the provided reference, is at most 48 business hours.

If they are detected non-conformities in the company's constitution process, the user has a period of five days to make the necessary corrections. 

The detected non - conformities will be listed in the notification sent to the user (via and -mail or telephone), which in turn will need to access the application and make the necessary corrections.

The notifications will be mentioned which fields to correct.

The cost of the deficiencies of supply is € 30,00.

If the deposit of the share capital has not yet been made at the time of the company's constitution, members must declare, under its responsibility, that it will be paid in cash within five days after the release of the Permanent Certificate or, in relation to private limited companies or sole traders by quotas, proceed to delivery in the coffers of the company by the end of the first financial year.
Raising the share capital of Online Company at any time after its formation is possible.
The publications are made automatically through the site of public access Internet publications .
If the log becomes immediately final, the register refers the Company Card by mail, directly to the company's registered office. Once completed the registration, the register communicates the access code to the Company's Electronic Card.

Check that the document is readable and presents a good contrast. If the original is dimmed, adjust the print settings (choose which results in higher quality). Also check that the printer needs to replace consumables (ink or toner).

In scanning program choose the options corresponding to a quality of 100 dpi or 200 dpi (dots per inch or dots per inch).

In the scanning software choose a type of corresponding scanning "black and white" or "gray levels" - is not convenient color scanning. Note: Some programs refer to this type of scan as "text" or line-art.

Empresa Online exclusively works with digital signatures (Digital Mobile Key or Portuguese Citizen Card) and these signatures do not need to be recognised by a notary.
The pages of the memorandum and the recognition attachment must be scanned in a single document. See options for your scanning program to achieve this result. If the software does not support this feature, send the scanned pages separately indicating the page number in its description. For example: "Social Pact and Recognition Annex - p. 1 of 5 ".

Sim, nos termos do artigo  12.º do regime jurídico do RCBE aprovado pela Lei nº. 89/2017, de 21 de agosto, deve ser declarada, no prazo de 30 dias, a identificação da(s) pessoa(s) singular(es) que detém o controlo efetivo da sociedade por uma destas pessoas:

Os membros dos órgãos de administração das sociedades ou as pessoas que desempenhem funções equivalentes noutras pessoas coletivas (por exemplo, gerentes, administradores, presidentes, etc).
De acordo com o regime jurídico do RCBE, podem ainda efetuar a declaração: advogados, notários, solicitadores e contabilistas certificados.

No preenchimento da declaração, em https://rcbe.justica.gov.pt/, vão-lhe ser pedidos os seguintes dados:

  1. O número de identificação de pessoa coletiva (NIPC);
  2. A firma ou denominação;
  3. A natureza jurídica;
  4. A sede;
  5. O código de atividade económica (CAE);
  6. O identificador único de entidades jurídicas (Legal Entity Identifier), quando exista; e
  7. O endereço eletrónico institucional.

Relativamente ao(s) beneficiário(s) efetivo(s) estes são os dados que terá de preencher:

  1. O nome completo;
  2. A data de nascimento;
  3. A naturalidade;
  4. A nacionalidade ou as nacionalidades, caso tenha mais do que uma;
  5. A morada completa de residência permanente, incluindo o país;
  6. Os dados do documento de identificação;
  7. O NIF ou número equivalente, sendo pessoa estrangeira;
  8. O endereço eletrónico de contacto.

Nota: Se o beneficiário efetivo for menor ou maior acompanhado também deverá ser preenchida a informação relativa ao representante legal.