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THE PROCESSES STARTED IN A CFE MUST BE CONCLUDED IN A CFE. REQUESTS PRESENTED DIRECTLY IN THE RNPC - REGISTO NACIONAL DE PESSOAS COLECTIVAS - MAY BE CONCLUDED IN A CFE
There are two ways of starting up a company at the CFE:
1 – Choosing a name from a preapproved names´ list;
2 – Using a previously requested name.
On the first situation you may start up a Firm on the Spot (FOS), in just one hour, with or without a registered trade mark.
On the second case you may start up a company either in accordance to the model of the Firm on the Spot (FOS), using a private document or acceding to public notarial deed.
1 – Starting up a company using a name from a preapproved names` list
A –Firm on the Spot (FOS)
1. The name shall be chosen from a preapproved names` list;
2. The company statutes are chosen among different proposed statutes.
N.B. The list of names as well as the proposed statutes may be consulted at the site www.empresanahora.mj.pt
Steps
a) Signing of the company statutes
The presence of all members or their legal representatives is required. They should bring their own identification documents (identity card or passport and Portuguese tax card);
The company card and the commercial registration certificate are delivered right after the signing.
b) Share capital deposit
The share capital shall be deposited in a bank within five working days from the date of signing.
c) Company’s Starting Activity – DGCI Office (Tax General Direction Office)
The company may present the starting activity application form at the DGCI Office existing at the CFE within 15 days from the draft signing. Otherwise, activity application form will have to be presented directly at a DGCI Office outside the CFE, as you may have to pay a penalty;
The application form of the company’s starting activity has to be presented by a shareholder:
Either accompanied by the accountant who will sign and certify the application form;
Or bringing the application form required by the DGCI dully filled, signed and certified by the accountant.
Please note that the application form of the company’s starting activity has to be signed by a shareholder, a director or a legal representative.
d) Social Insurance Inscription
Social Insurance inscription is authomatically done through the electronic transfer of data. However, for a better acknowledgement of the rules, we suggest a contact with the CFE Social Insurance Office;
At this office, the statutory body members may ask for the exemption of payment of contributions, if they have already paid them for another activity or if they don`t receive any salary or compensation as a management director. For that purpose, they must present as evidence a declaration signed by the employer or, if they are retired, the pensioner card.
Charges
The cost of starting up a FOS, with a share capital of € 5.000.00, is around € 397.80 (including the payment of the company card issued by the DGCI).
B – Firm on the Spot with a registered trade mark
The steps to follow are similar to the ones mentioned on part A with only a difference: the company`s name, chosen from a preapproved names` list, has already a registered trade mark associated to that name. (the name and the trade mark may be separated only after the starting up of the society).
This special proceeding is already available at all the National Network of the CFE.
2 – Starting up a company with a previously requested name
A – Firm on the Spot
Steps
a) Request of Certificate of Admissibility and Temporary Company Card
The company’s designation shall be presented at the CFE RNPC Office, filling, for this purpose, the `Modelo 11` (certificate’s application form) and ´Modelo 10` (card’s application form). Both of these forms can be bought at CFE;
Please note that the applicant has to be one of the future shareholders, and the application form has to be signed by the applicant or its legal representative;
After the payment of the legal fees at CFE CGD - Caixa Geral de Depósitos - Office, you will proceed to the CFE RNPC Office, where all the necessary researches will be done in order to ascertain that the company’s designation will be accepted. However this isn`t but a first filtration since the final decision is taken by the RNPC Head-Office in Lisbon;
If the company’s designation is not accepted you’ll be contacted, also by SMS. Then you should come to CFE in order to fill a new certificate application form (without having to pay any further fees);
If the company’s designation is accepted, you will receive a SMS informing you of that. Then you may require a copy of the certificate and obtain the original company`s card.
b) Signing of the company statutes
The presence of all members or their legal representatives is required. They should bring their own identification documents (identity card or passport and Portuguese tax card);
The company card and the commercial registration certificate are delivered right after the signing.
c) Share capital deposit
The share capital shall be deposited in a bank within five working days from the date of signing.
d) Company’s Starting Activity – DGCI Office (Tax General Direction Office)
The company may present the starting activity application form at the CFE DGCI Office right away or within 15 days from the statutes signing. Otherwise, activity application form will have to be presented directly at a DGCI Office outside the CFE, as you may have to pay a penalty;
The application form of the company’s starting activity has to be presented by a shareholder:
Either accompanied by the accountant who will sign and certify the application form;
Or bringing the application form required by the DGCI dully filled, signed and certified by the accountant.
Please note that the application form of the company’s starting activity has to be signed by a shareholder, a director or a legal representative.
e) Social Insurance Inscription
Social Insurance inscription is authomatically done through the electronic transfer of data. However, for a better acknowledgement of the rules, we suggest a contact with the CFE Social Insurance Office;
At this office, the statutory body members may ask for the exemption of payment of contributions, if they have already paid them for another activity or if they don`t receive any salary or compensation as a management director. For that purpose, they must present as evidence a declaration signed by the employer or, if they are retired, the pensioner card.
Charges
The cost of starting up a FOS, with a name previously requested and with a share capital of € 5.000.00, is around € 453.80 (including the payment of the company card issued by the DGCI).
B –Company by private document
Steps
a) Request of Certificate of Admissibility and Temporary Company Card
This step is similar to step a) of the previous section 2 - A – Firm on the spot with the following difference :
If the company’s designation is accepted, you will receive a SMS informing you of that. Then you may require a copy of the certificate and obtain the original company`s card, documents needed to deposit the share capital in a bank. You may also settle the date of signing of the private document;
For this purpose you shall provide the following:
The CFE application form dully filled;
The chosen statutes draft dully filled electronically or in paper;
The shareholders and management directors identity cards or passports. Their Portuguese tax cards and Social Insurance numbers.
N.B. The statutes drafts may be consulted at the site: www.dgrn.mj.pt/comercial/infocom_DL76A.asp
b) Signing of the company statutes
The presence of all members or their legal representatives is required. They should bring their own identification documents (identity card or passport and Portuguese tax card);
The share capital must be already deposited.
After this step and in order to finish the proceedings you may require the commercial registration of the company.
c) Commercial Registration Requisition
To proceed with the commercial registration requisition at the CFE the presence of a legal representative (shareholder, management director of the company, solicitor or legal executive) is required;
This procedure has to be done within 2 months from the date of signing the private document.
d) Company’s Starting Activity – DGCI Office (Tax General Direction Office) This step is similar to step d) of the previous section 2 - A – Firm on the spot.
e) Social Insurance Inscription
After presenting the declaration of the company`s starting activity at the DGCI office you may register the firm and its statutory body members at the Social Insurance office at the CFE. The registration shall be made within ten days from the presentation of the declaration of the company`s starting activity.
At this office, the statutory body members may ask for the exemption of payment of contributions, if they have already paid them for another activity or if they don`t receive any salary or compensation as a management director. For that purpose, they must present as evidence a declaration signed by the employer or, if they are retired, the pensioner card.
Charges
The cost of starting up a company by private document, with a share capital of € 5.000.00, is around € 582.80 (including the payment of the company card issued by the DGCI);
You have to add € 8.00 to validate the signature of each of the shareholders. (€ 12.00 if it is a legal representative).
C –Company by public notarial deed
Steps
a) Request of Certificate of Admissibility and Temporary Company Card This step is similar to step a) of the previous section 2 - B –Company by private document with the following difference :
The N.B. note does not apply in this case.
b) Public Notarial Deed
The presence of all members or their legal representatives is required. They should bring their own identification documents (identity card or passport and Portuguese tax card);
It is suggested that the management directors should be nominated at the public notarial deed;
The shareholders should pay the public notarial deed right after its celebration;
The CFE Front-Office may inform you in advance of the cost of the public notarial deed;
The share capital must be already deposited.
After this step and in order to finish the proceedings you may require the commercial registration of the company.
c) Commercial Registration Requisition
This step is similar to step c) of the previous section 2 - B –Company by private document
d) Company’s Starting Activity – DGCI Office (Tax General Direction Office)
This step is similar to step d) of the previous section 2 - B –Company by private document.
e) Social Insurance Inscription
This step is similar to step e) of the previous section 2 - B –Company by private document
Charges
The cost of starting up a company by public notarial deed, with a share capital of € 5.000.00, is around € 718.74 (including the payment of the company card issued by the DGCI).
Attention: Important to retain:
Validity of the Certificate of Admissibility - 3 months;
Validity of the Temporary Company Card - 3 months;
Company’s Starting Activity – until 15 days from the date of the commercial registration request;
Social Insurance Inscription – until 10 working days after the company’s starting activity. | 