Company Formation in Portugal in 2026: an Lda for a Foreign Founder, Tax and Reporting

A foreign national can form a Portuguese Lda (sociedade por quotas) without Portuguese residence: the partners set the capital with at least €1 per quota, every individual partner needs a Portuguese tax number (NIF), and the registered office (sede) is in Portugal. Registration runs through Empresa na Hora (registry fee €360) or online (€220 with model articles), followed by a beneficial-owner (RCBE) declaration within 30 days. In 2026 the company pays corporate tax (IRC) at 19%, and SMEs pay 15% on the first €50,000 of profit. Registering an Lda gives no right to live in Portugal.

Last verified 9 October 2026 against the consolidated texts in the Diário da República: the Commercial Companies Code (CSC) and the Commercial Registry Code, Lei 64/2025, the IRC and VAT codes and the General Tax Law (LGT) on Portal das Finanças, the IRN and RCBE registry pages, and the Portugal–Ukraine tax treaty. Our own fees and turnaround are excluded because they depend on the structure and scope.

Planning a company in Portugal? INNOVA matches the entity to your model, coordinates registration, filings, the tax model and reporting, and reviews the owner's residence separately. Request a tailored proposal for Portugal.

Entities open to a foreign founder

Sources: CSC arts. 201, 219, 270-A, 276, IRN, branch registration.

A single partner, individual or corporate, forms an Lda unipessoal, and an ordinary Lda can convert to unipessoal by declaration once one partner remains (CSC art. 270-A). The company is run by a gerente: an individual with full legal capacity who need not be a partner (CSC art. 252). We found no nationality or residence requirement for the gerente in the primary sources and check bank and accountant practice for each project.

Before registration

A NIF for each partner

Every individual partner needs a Portuguese tax number (NIF): it sits on the Empresa na Hora document list next to the passport. A foreign corporate partner obtains a NIPC and NIF and files its registry extract, proof of its representative's authority and its articles.

Tax representative or electronic notifications

A non-resident appoints a tax representative, which is optional for EU and EEA persons. A non-resident from a third country, Ukraine included, needs no representative when subscribed to electronic notifications: Morada Única Digital, Portal das Finanças notifications or an electronic mailbox. Such a non-resident may unsubscribe only after appointing a representative (LGT art. 19).

Foreign-language documents

Portugal and Ukraine are both parties to the 1961 Hague Convention, so Ukrainian documents are legalised by apostille. Foreign-language documents are filed with a translation.

Registration: two routes

Sources: IRN, Empresa na Hora, IRN, Empresa online.

The articles are made in writing with signatures witnessed in person. They name the partners, the type of company, the trading name, the object, the sede, the capital and the quotas (CSC arts. 7 and 9). The sede is a specific place in Portugal; the management can move it within the country unless the articles forbid it (CSC art. 12).

Duties straight after registration

1. Capital. Paid into the company account within 5 working days. The duty falls away when the capital was paid at registration or the partners declared they will pay it by the end of the first financial year (CSC art. 202).
2. Certified accountant. A contabilista certificado is named at registration from the IRN list, or in the start-of-activity declaration to the tax authority within 15 days.
3. RCBE. Beneficial-owner declaration within 30 days of registration, each change within 30 days, annual confirmation by 31 December. Registration is free (Justiça, RCBE).
4. Electronic mailbox. A company paying IRC must keep an electronic mailbox for tax notifications and report it to the tax authority (LGT art. 19).
5. Registering changes. Quota transfers, a change of gerente and moving the sede are registered within 2 months of the document date (Commercial Registry Code arts. 3 and 15).
6. Bank. An account is needed for the capital and for trading. Opening one is the bank's decision after its checks on the owners and the business model, so we promise neither timing nor outcome.

Company tax in 2026

IRC: corporate income tax

Older pages online still quote 21% and a 16% SME rate: those are the pre-2025 wording. The 2026–2028 rates come from Lei 64/2025.

VAT (IVA)

Mainland rates are 23%, with reduced rates of 13% and 6%; Madeira and the Azores set their own lower rates (CIVA art. 18). The article 53 small-business exemption applies to Portuguese turnover of up to €15,000 in the previous year and is open only to persons with a seat or domicile in Portugal or another EU state (CIVA art. 53). A Portuguese Lda can use it; a Ukrainian company without a permanent establishment cannot.

VAT returns are monthly when the previous year's turnover reached €650,000, quarterly otherwise. They are due by the 20th of the second month after the period, with payment by the 25th (CIVA art. 41).

Dividends to an owner in Ukraine

The domestic withholding rate for a non-resident without a permanent establishment is 25%, and 35% for blacklisted recipients (CIRC art. 87). The Portugal–Ukraine treaty signed on 9 February 2000 reduces the rates (RAR 15/2002):

There is also a withholding exemption for a parent resident in a treaty country with exchange of information: a holding of at least 10% for one year, tax at the recipient of at least 60% of the IRC rate and proof of residence before payment (CIRC art. 14). We check whether it fits a specific Ukrainian company before the first payout.

Accounting and reporting

A certified accountant keeps the books. They may lag no more than 90 days behind the end of each month, and records are kept for 10 years (CIRC art. 123).

Audit. An Lda without a supervisory board must appoint a statutory auditor (ROC) once 2 of 3 thresholds are exceeded two years running: balance sheet €1,500,000, revenue €3,000,000, 50 employees on average (CSC art. 262).

Company registration and residence

A company gives its owner no status in Portugal. The D2 entrepreneur visa and the startup visa are separate files: D2 needs funds in Portugal and the intention to invest, the startup visa needs a contract with an IAPMEI-certified incubator. The comparison of a subsidiary Lda and a branch, and every residence route left after the 2023–2026 reforms, is in the guide Entering the Portuguese market. Where the owner personally pays tax is covered in the tax residency guide.

What INNOVA organises

• the choice of entity and ownership structure, including an international holding;
• document preparation, partners' NIF, registration via Empresa na Hora or online;
• RCBE, electronic notifications, corporate changes;
• the tax model for the company and the owner, coordination of the accountant and reporting;
• a separate review of immigration routes for the owner and family.

Fees and schedule are fixed in a written proposal. Describe your Portugal project.

Frequently asked questions

Official sources

• Código das Sociedades Comerciais, consolidated text
• IRN, Empresa na Hora and Empresa online
• IRN, branch registration
• RCBE, declaration deadlines
• Lei 64/2025, IRC rates 2026–2028
• CIRC art. 87, art. 87-A, art. 120
• CIVA art. 18, art. 53
• LGT art. 19
• Portugal–Ukraine tax treaty, RAR 15/2002