Among the various legal structures available according to Portuguese law, investors have generally chosen the share company (S.A.) and the private limited company (Lda.). In addition, two other legal structures are available, since they are often used to operate in Portugal and, therefore, within the legal framework of Madeira's IBC. These are the branch and the S.G.P.S. (Portuguese pure holding company). Private limited companies (Lda.)
may be incorporated with a single shareholder and a minimum capital of €1 (one Euro) per shareholder. This type of company does not need to appoint directors; the minimum requirement is to appoint a manager who, by law, has the powers to undertake the management of the company. Share companies (S.A.)
may also be incorporated with a single shareholder and a minimum capital of Euro 50,000. The management of these companies must be guaranteed by a board of directors made up by the number of members defined in the bylaws of the company. If the share capital does not exceed Euro 200,000, these need only one director. Branches
, on the other hand, have no minimum capital requirements. SGPS companies
must have the legal form of an S.A. or Lda. company and must have as its single object the management of shares held in other companies. It may render services and, in certain cases, lend credit to the companies in which it holds shares. Shareholders
of IBC companies may be an individual or a company, national or foreign. According to Portuguese Law, shareholders may also be the managers or directors of the company or may choose to appoint an individual to act as manager of the company.
Companies must keep the head-office in Madeira, whilst branches are required to maintain legal representation.
Companies are formed in the IBC of Madeira through the use of the Private Deeds Registry Office with full exemption from fees and notary costs. Before incorporation, a name approval certificate and a provisional identification card must be requested to the National Company Registrar (RNPC). The public deed will be performed at the date indicated by the notary office.
For a step by step explanation of the process of incorporation, please consult our Investment Guide