Company Formation Survey 2008


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		1. Company law	Portuguese Company Law whereby Decree Law No. 225/95, allows for the names of the companies incorporated within the scope of Madeira's International Business Centre (IBC) to be approved in a foreign language.
		2. Types of company:	Limited Liability Company (Limitada (Lda)); Stock Corporations (Sociedades anónimas (SA)); Sociedades unipessoais (SU): Companies with only one owner (in the case of an Lda company) or only one shareholder (in the case of an SA company); and Pure Holding company (Sociedade gestora de participações sociais (SGPS)).
		(a) type of company preferred for international transactions:	Lda and SA.
		(b) shareless companies:	No.
		3. Capital requirements:	For an SA EUR50,000 ; for an LDA EUR5,000.
		4. Costs to incorporate, excluding government fees:	Please refer to local management companies.
		5. Fees paid to authorities to incorporate:	EUR500 or EUR750 , depending on whether the services of an operating managing company are being used.
		6. Annual fees paid to authorities:	EUR1,000 or EUR1,500, depending on whether the services of an operating managing company are being used. Shipping companies pay EUR1,500, while SGPS pay an additional 0.5% of profits from 2nd year, first EUR1m exempt, up to a ceiling of EUR30,000.
		7. Taxation rates applied to companies generally:	Companies are generally taxed at a rate of 25% in Portugal.
		(a) the taxation of companies in 2 (a)	Companies licensed between 1 January 2007 and 31 December 2013 are subject to corporate tax of 3% from 2007 to 2009, 4% from 2010 to 2012 and 5% from 2013 to 2020. Such companies are required to have at least one employee and EUR75.000 of minimum investment in the first two years of activity. SGPS (Portuguese pure holding companies) are exempt from tax on the income resulting from EU share holdings and from withholding taxes on the distribution of dividends.
		8. Method of incorporation:	Name approval must be obtained and a licence requested from the Madeira Regional Government via the official body for Madeira's IBC, SDM (Madeira Development Company). A public deed is executed before a public notary, incorporating the company and finally, the incorporation is registered at the commercial registry of the Madeira Free Zone.
		9. Who may incorporate - specify what, if any, local representatives/ professionals required?	Any legal representatives, namely lawyers and management companies having the necessary powers-of-attorney to deal with all the required procedures according to Portuguese company law.
		Are ready made companies available?	No.
		10. Length of time to incorporate:	Three to four weeks including approval of company name, license to operate and incorporation.
		11. Minimum members:	For an Lda: two. For an SA: five. For an SU: one.
		12. Registered office:(a)Can the registered office be a bank/ lawyer/ accountant's office (brass plate)?	Registered office must be in Madeira. Employment and investment requirements imply a physical presence in the island.
		13. Directors and secretary:	At least one director is required.
		(a) Must a director/ secretary be resident?	No.
		(b) Are Corporate Directors allowed?	No.
		14. Appointee directors/ secretary possible?	Yes.
		15. Amount of fees payable to appointee directors/ secretary:	Please refer to local management companies.
		16. Meetings:	Yes.
		17. Annual return:	Yes.
		Must financial statements of a company be audited?	For an SA and SGPS Lda. or SGPS SA.: yes. For an SQ (Lda.), financial statements may or may not need to be audited, depending on annual sales volume, total amount of fixed assets and total number of employees, in accordance with Portuguese company law.
		18. Is disclosure of profits required by filing balance sheets with annual returns?	Yes.
		19. Are there any exchange control or other financial restraints imposed upon a company?	No.
		20. Companies formed in the last year:	N/A.
		21. Number of companies on the company register altogether:	N/A.
		22. How, if any, is migration into and out of the jurisdiction achieved?	By shareholders resolution notarial deed, cancellation of previous registration and forwarding company documents to new jurisdiction.
		23. Is migration out of your country provided for?	Yes.
		24. Any amendments to company law over the last 12 months:	A new tax regime has been approved by the European Commission for companies licensed between 1 January 2007 and 31 December 2013. Amongst other tax advantages, a reduced corporate tax rate of 3% from 2007 to 2009, 4% from 2010 to 2012 and 5% from 2013 to 2020 will apply.
		25. Anticipated amendments to company law over the next 12 months:	No.
S I T E M A P BACK TO TOP			Compiled by Nuno Teixeria, SDM Madeira Development Company