Company Registration in the Portuguese Offshore Destination of Madeira

Register your company in Madeira to take advantage of the Portuguese offshore and create excellent conditions for your business development. Get expert advice from us about the existing legal and organizational forms and the requirements to be met for each of them.

Advantages of Companies Registration in Madeira

Madeira is a Portuguese autonomous region that belongs to the EU as a remote special territory. It is located on the island archipelago of the same name in the Atlantic Ocean, 1,000 km from the mainland of Portugal. It takes 1.5 hours to reach it by plane from the Portuguese shore.

Registering a business offshore in Madeira will give you multiple advantages, which include:

• successful business development in an economically stable zone
• low taxes and a possibility of tax optimization
• the ability to choose the most appropriate organizational and legal form of company for different types of activities
• clear and honest conditions for doing business

Peculiarities of Business in Madeira

Business in Madeira has a number of differences that are extremely appreciated in the international environment. This is due to the fact that entrepreneurs can save on operating costs (low wages, inexpensive energy, and free trade with the European Union), and take advantage of numerous tax benefits.

Enterprises can carry out practically any type of activity; however, there are nuances that should be taken into account. Seek advice about possible restrictions in advance to avoid problems with your business. Offshore activities are carried out in accordance with the Portuguese Companies Act (Codigodas Sosiedades Comerciais).

Restrictions on Activities

Companies in Madeira founded by non-residents cannot provide public services or participate in the defense sector of the Portuguese economy, and non-regulatory activities are prohibited in the country. Specify the types of authorized economic activity you are planning to conduct in advance to avoid sanctions or difficulties with re-registration.

Due to strict conditions, it is prohibited to engage in the following activities in the territory of Madeira without obtaining a license from the National Bank of Portugal:

• provision of financial services (banking and credit organizations)
• insurance
• establishment of funds
• transactions with real estate

The license for trade, industrial, and consulting activities in the territory of the free industrial zone of Madeira will cost EUR 1,000. The annual license fee ranges from EUR 1,000 to EUR 1,500, while the registration fee equals EUR 1,500. Apply to the Territorial Development Society (MDC) to obtain a license.

Restrictions for Names

Under current Portuguese laws, you should determine the name and consider some nuances before applying for registration. Here are some tips from experts:

1. Make sure that the Register of Companies in Madeira does not contain the name you want to use.
2. Ensure that the company name includes a reference to the type of activity (consulting, trade, engineering, logistics, etc.).
3. Please note the company cannot use words such as “bank”, “insurance”, and others referring to the licensed type of activity in the name unless it has obtained the appropriate permission. This is true not only for titles in Portuguese but also for other languages.
4. The name should end with a reference to the organizational and legal form (LDA, SA, etc.).

Currency and Banking Restrictions

Companies in Madeira must have at least one current bank account in the country. There are no limits on the maximum number of accounts. Bank secrecy is protected by Portuguese law.

All transactions above EUR 5,000 will be notified to the National Bank.

Varieties of Legal Forms of Companies in Madeira

You can choose one or another organizational and legal form of the company depending on the business size, the number of co-owners (shareholders), the statutory goals, and the type of activity you are planning to engage in. If you are not sure of the correct choice, consult with a specialist. Please note that each of the selected forms has certain registration requirements and restrictions on doing business.

Here are the main organizational and legal forms:

• SA — Open Joint-Stock Company (Limited Liability Company)
• LDA — Closed Joint-Stock Company
• UNIP— a private company with a sole owner
• Ramo — a branch
• Holding — a holding company

How to Start an Open Joint-Stock Company (SA) in Madeira

To open a SA (OJSC), the following conditions must be met (to be clarified in each case in view of the changes required by the EU):

• At least 5 shareholders (individuals and/or legal entities of any residence).
• The minimum amount of the authorized capital is EUR 50,000. At least 30% must be paid at the time of registration, with the remaining amount to be contributed within 5 years.
• Formation of a reserve fund in the amount of 20% of the authorized capital. At least 5% of the profit received must be deducted annually until the fund is finally formed.
• A Board of Directors is established to manage the company.
• Issue of registered or bearer shares (in which case they must be fully paid up).

SA Registration Requirements

To register a SA, you need to:

1. Agree on the company name with the registrar (Registo Nacional de Pessoas Colectivas) that will issue appropriate permission for its use.
2. Collect the minimum allowable amount of authorized capital (EUR 15,000) and deposit it into a bank account opened in Madeira.
3. Agree the company’s Articles of Association and the prospectus of shares issue with the registrar.

How to Open a Closed Joint-Stock Company (LDA) in Madeira

To establish an LDA, ensure that the following conditions are met:

• at least 2 shareholders (legal or natural persons)
• issue of registered shares only with a par value of at least EUR 2
• the company is managed by a director
• the minimum amount of the authorized capital is EUR 1

Requirements for LDA registration

To register an LDA, you need to:

• Ensure that the authorized capital is fully deposited through the bank account before the end of the year.
• Agree the issue of shares and the Articles of Association with the registrar.
• Hire a director or transfer the management to one of the shareholders.

How to Start a Private Company with Full Responsibility (UNIP) in Madeira

A resident of any country (individual or legal entity) may establish an unlimited liability company in Madeira. This means that the company will be fully liable for its debts, while its founder will not be affected. A private company (UNIP) is created to register this type of business. The founder should consider the following requirements:

• The minimum amount of the authorized capital is EUR 2,000.
• The capital is paid in full at the time of company incorporation.
• The founder can manage the company himself or hire a director.

How to Open a Branch of an International Company in Madeira

A foreign company does not have to register a new business to start its activity in Madeira. You can open a branch that will not be a separate legal entity and, accordingly, will not independently bear any legal responsibility. The branch losses are covered by the parent company.

Requirements for Branch Registration

You do not need to contact a notary or certify the registration documents to open a company branch in Madeira. The registration can be completed by an authorized person of the parent company who has relevant power of attorney. The branch is registered by the registrar.

Requirements to Be Met to Open a Holding Company

You can open two types of holding companies in Madeira:

An ordinary holding company that can:

• acquire own shares and debentures of third-party companies
• issue loans to third parties
• participate in any business other than that relating to the ownership of shares

A mixed holding company that should not only hold its own shares and those belonging to others but also take part in any type of activity other than banking or other activities licensed by the Central Bank.

Holding companies registered in Madeira are not allowed to do business in Portugal.

How to Register a Company in Madeira

The company registration process in Madeira relies on a number of nuances that should be learned in advance. This is important for those businessmen who value their time and do not like to lose money due to interruptions. 

Contact our experts and get advice on how to register a company in the shortest possible time and avoid wasting days on re-registration just because some details were missing. We will advise you on all requirements and suggest actions to take.

Business Registration Procedure

Package of Documents for Company Registration

• application for a Registrar to authorize the use of the company name
• Memorandum (Protocol) on the company establishment
• Articles of Association
• document confirming the company’s legal address

Registration Procedure

1. Collect a package of documents.
2. Open a bank account to deposit the authorized capital.
3. Register your company with the tax office.
4. Notify the Financial Administration of the taxpayer’s card receipt.
5. Register with the Social Security Administration.
6. If there are non-resident employees, register their employment contracts with the Ministry of Labor.
7. Register in the territorial Commercial Register at the address of the company’s office.
8. Publish the Articles of Association in the local newspaper.
9. Register accounting and protocol books in the tax office and Commercial Register.

Timelines of Offshore Companies Registration

A company can be registered in Madeira within no more than 20 days. You should prepare all the documents (drawn up in Portuguese) and, if necessary, notarize them in order not to delay the procedure. In addition, choose the bank to cooperate with in advance.

If you are interested, please contact us!