Any business legally established in an EU country can open a secondary establishment (office, agency, branch or subsidiary) in another EU country. Any business intending to open a branch in Portugal for more than a year must comply with Portuguese law.
These businesses must also comply with the Guidelines for Multinational Enterprises – Corporate Social Responsibility.
Types of secondary establishment
No legal personality
The branch is a form of permanent representation of a business, within Portugal or abroad. It has no legal personality and carries out all or some of the activities of the business.
The special scheme for the instant creation of permanent representations of foreign businesses in Portugal, known as the ‘On-the-Spot Branch’, allows a branch to be set up in Portugal, by a business based abroad, in one day and in one visit.
Subsidiaries are companies that are majority-owned by another company (referred to as the parent company), which in particular has control over their management. The subsidiary of a subsidiary is also a subsidiary of the parent company, to which both are answerable.
The subsidiary has its own legal personality and assets, and is also independent under the law and in the eyes of the public.
The European public limited company can operate in any EU Member State without having to set up subsidiaries in each one for this purpose.
Many of the requirements and procedures for opening a secondary establishment are the same as for starting up a business.
As with any new business, the process for foreign businesses to open a branch is straightforward. The Justice Gateway provides information on the new system – On-the-Spot Branch – which reduces the time and cost involved. In under an hour, a branch can be opened and registered and its representatives appointed.
However, this service is only available at certain offices of the Registration and Notarisation Agency. The other offices use the traditional method.
For the On-the-Spot Branch process, the business has to register with the Central Companies Register (Central Register of Legal Persons). A form must be submitted (form 10 DGRN/RNPC) to the appropriate register and a photocopy provided of a document proving that the business exists in its country of origin, together with a document proving the position held by the person completing the registration application.
The representative must also submit their Identity Card/Citizen’s Card. If the representative is a lawyer, the document must bear the stamp of the business next to the representative’s signature. If necessary, a temporary identification card can be issued.
The following steps are necessary to open a branch:
- Apply for registration in the National Companies Register (RNPC).
- Apply for the trade registration of the branch/representation with the Trade Registry for the area where the representation is situated. The following documents must be submitted for this purpose: certificate of legal existence of the parent company; up-to-date articles of association; and a deed recording the location of the representation, its legal representative and its share capital (all documents must be duly translated and legalised in Portuguese).
- Notify the start of operation to one of the Tax Offices by presenting the parent company’s resolution, RNPC documents, a copy of the trade registration application, and the notification of the start of operation (provided verbally or using the appropriate form, completed, signed and certified, with a stamp, by the Chartered Accountant).
- Register with the social security authorities.
Many of the requirements and procedures for opening a secondary establishment are identical to those for setting up a new business.
The Simplified Business Information (IES) system allows accounting, tax and statistical declaration obligations to be met electronically and paperlessly.
As a result of the IES system, all the information that businesses must provide on their annual accounts can be submitted in one go to a single entity.
In order to submit your IES, you must access the Tax Gateway, select IES, and complete the declaration on-line or open and send the corresponding file previously formatted in accordance with the specifications laid down by law. You can then electronically submit the IES and make a note of the Multibanco reference which is automatically generated so that the accounts submission fee can be paid. The accounts submission fee must be paid within the next five working days.
You can find more information on the On-the-Spot Branch services in the Frequently Asked Questions (FAQs) section of the website of the Registration and Notarisation Agency (IRN).