Financial sustainability, viability, market situation and investment potential are just a few of the factors to be taken into account before setting up a business.
The legal context is another element to bear in mind. The legal status of the business needs to be defined, and all possible options to develop the business must be investigated. Note that the various steps involved in setting up a business may differ depending on the status selected.
Setting up a business is regulated by the Companies Code. This defines the various legal forms that businesses can take and indicates what information must appear in the articles of association.
Legal forms of businesses
A business can be in sole ownership or joint ownership. In both cases, the business can take various legal forms.
Sole ownership: business owned by an individual. In this case, the owner’s personal assets are used to operate the business. Any debts incurred within the business are the owner’s sole responsibility. The various legal forms are:
- Sole Trader;
- Single-Member Limited Company;
- Individual Limited Liability Establishment.
Joint ownership: business owned by a number of people (shareholders or partners) who all share responsibility. The various legal forms are:
- Private Limited Company;
- Public Limited Company;
- Limited Liability Partnership;
Sole Trader (Empresário em Nome Individual)
In this case, the business is owned by one person and operates in the commercial, industrial, service or agricultural sectors, for example.
There is no separation between the owner’s personal assets and the assets of his or her business. The business operator’s liability and that of his or her business are combined.
Sole traders are not required to have a minimum amount of capital to start their business. Businesses legally classed as Sole Trader businesses also do not require articles of association.
Single-Member Limited Company (Sociedade Unipessoal por Quotas)
One person runs and is responsible for the business. This person holds all the share capital, which must be a minimum of EUR 5 000.
In the event of debts, liability is limited to the assets held by the business. The name of such businesses must include the term ‘Sociedade Unipessoal ’ (Single-Member Company) or the word ‘Unipessoal’ (Single-Member) before the word ‘Limitada’ (Limited) or its abbreviation ‘Lda.’.
Individual Limited Liability Establishment (Estabelecimento Individual de Responsabilidade Limitada)
This is set up by an individual who wants to engage in a business activity. There is separation between the individual’s assets and the assets of the business.
The starting capital cannot be less than EUR 5 000. At least two-thirds (EUR 3 333.33) must be in cash, and the rest must consist of items that can be used as security.
Private Limited Company (Sociedade por Quotas)
The capital is divided into shares and cannot be less than EUR 5 000. In the event of debts, liability is limited to the assets held by the business. The shareholders are jointly responsible for everything agreed in the articles of association and pay a minimum of EUR 100 per share.
Public Limited Company (Sociedade Anónima)
The capital, which must be at least EUR 50 000 , is divided into shares. Liability for debts is limited to the company’s assets. The liability of shareholders is limited to the value of their own shares. At least five shareholders are needed to form a Public Limited Company.
Partnership (Sociedade em Nome Colectivo)
In businesses with Partnership status, the partners have unlimited and subsidiary liability towards the business and joint liability towards its creditors.
The minimum number of partners is two. The name of the partnership must include at least one of the partners’ names and the word ‘Companhia’ (Company) or an appropriate abbreviation, or any other word or expression indicating the existence of other partners.
Limited Liability Partnership (Sociedade em Comandita)
This is a mixed liability business, because it has partners with limited liability (sleeping partners), who contribute capital, and partners with unlimited liability (general partners), who contribute goods or services and are responsible for managing and effectively running the business. The liability of each sleeping partner is limited to the amount contributed. The general partners are liable for the debts of the business in the same way as in a Partnership. The name of the partnership must include at least one of the partners’ names and the words ‘em Comandita ’ (Limited Liability) or ‘em Comandita por Acções’ (Liability Limited by Shares).
These are independent legal entities, which may be freely established and whose capital and composition may vary. Through the cooperation and mutual assistance of their members and in accordance with cooperative principles, these non-profit organisations aim to meet the economic, social or cultural needs and aspirations of their members.
The body responsible for the cooperative sector in Portugal is the António Sérgio Cooperative Sector Institute (CASES), which can provide all the information needed on cooperatives.
Business activities and associated requirements
In order to become self-employed, you need to register with the Tax Office and pay your social security contributions directly. You should also find out about paying taxes and your rights with regard to those who use your services.
The Citizen’s Gateway contains information designed to help those who want to become self-employed as well as those who are already self-employed and want to change profession or end their self-employment.
Business plans and evaluation
The Business Plan is the main tool for organising a business. It can be used to analyse the strengths and weaknesses of the business project and, as a result, to anticipate and solve any problems.
It also forms the basis for presenting the business to third parties, notably investors, and can be used to introduce the business to clients and partners or to secure financing solutions.
More information on how to write a business plan can be found on the website of the Institute for Support to Small and Medium-Sized Enterprises and Innovation (IAPMEI).
To succeed, a new business needs a sound commercial strategy and secure financing.
Some standard requirements to be completed when setting up a business are the same as when opening a branch.
The Business Gateway sets out the various ways of registering a company: the On-Line Company, the On-the-Spot Company and the traditional method.
The On-Line Company (Empresa Online) method allows single-member limited companies, private limited companies and public limited companies to be set up using a digital certificate, such as the Citizen’s Card. Companies where the members’ contributions to the share capital have to be made in kind and also European Public Limited Companies cannot be formed using the On-Line Company method.
The On-the-Spot Company (Empresa na Hora) method allows single-member limited companies, private limited companies and public limited companies to be set up in under an hour. All the procedures are carried out in one place, and provided that the members have all the necessary documents, the company can be set up immediately at one of the ‘On-the-Spot Company’ offices located around the country.
The traditional method requires several visits, but has the advantage of personal contact.
Once the company has been set up, its certification, which is needed for micro-, small and medium-sized enterprises (SMEs), can be carried out on-line.
Registering a company
Social security registration
In order to receive maternity, paternity and sickness benefits, the self-employed must be registered with the social security authorities under the General Social Security Scheme for the Self-Employed.
On the Social Security website, you can find a wide range of information on this subject, including forms, legislation, circulars, contribution rates/general code table and an area with frequently asked questions.
Before beginning self-employment, you must visit a Tax Office to register/start the business.
You can register by completing a form, or in person in the case of those Tax Offices with the necessary IT equipment. You must bring your Citizen’s Card or Taxpayer’s Card and another identification document (valid Identity Card or Passport).
The Tax Gateway provides a wide range of information on tax matters, as well as allowing you to submit annual tax returns on-line.
The On-Line Company website, in the ‘Licensing’ section, contains a catalogue of information on licences, prior authorisations and similar administrative requirements for individuals and businesses.
The ‘One-Stop-Shop for Enterprise’ is the place to go for licences, authorisations and other formalities to be met by individuals and businesses. It can be searched by type of activity or service. It provides access to the relevant information and contact details needed to obtain licences and authorisations.
The Industrial Activity Rules (REAI) aim to simplify the process of industrial licensing, by removing the main constraints, reducing associated costs, and consequently increasing the competitiveness of the Portuguese economy.
On the same website, you can carry out a simulation of an industrial facility, which will provide a range of essential information needed to complete the licence application. This is a straightforward electronic process based on transparency and communication between the public authorities.
You can also use the View an Operating Licence/Permit service, which allows you to view on-line the Operating Licence or Permit of industrial facilities covered by the Industrial Activity Rules.
The Business Centres currently provide a wealth of assistance to all citizens who lack the means or tools to set up their business, by helping them to form companies and obtain the appropriate licences.
The Institute for Support to Small and Medium-Sized Enterprises and Innovation (IAPMEI) publishes a guide entitled ‘Ten steps to starting up a business ’, which provides information on the legal forms of businesses, the formalities to be completed and the role of Business Centres.
To help with writing business plans, the IAPMEI has produced a practical guide:
The IAPMEI provides information on SMEs within the national business structure.
The business development agency AICEP Portugal Global has an Investor’s Guide on its website.
The Programme of Support for Local Employment Initiatives provides business management training and specialist consultancy services in the areas of finance, commerce, human resources, marketing, advertising and production management to help with setting up new businesses.
The FINICIA Programme facilitates access to the finance needed to set up businesses. This Programme carries out entrepreneurship activities, offers a supportive environment and provides assistance with writing a business plan and obtaining venture capital or secured credit.
The Cooperative Development Programme (Prodescoop) supports the creation of cooperatives.