Setting up a Joint Stock Company (Sociedade Anónima) in Portugal

Joint stock corporations are usually set up in Portugal under the name of Sociedade Anonima or SA. This is the form chosen by entrepreneurs who run larger businesses, with a more complex structure than the Limited Liability Companies.

Capital
The formation of a SA in Portugal requires a minimum share capital of 50,000 EUR. The capital is divided in shares. All shares need to have the same nominal value, which should be at least 0.01 EUR. 30% of the cash contribution needs to be paid prior to the registrations of the joint stock company. For the rest of the sum, the shareholders need to deposit the capital within five years. The capital can also be in the form of assets, after they have been properly audited, but in this case, the contribution has to be paid in full.

Shareholders
The minimum number of shareholders for the incorporation of a joint stock company in Portugal is five. If one of the shareholders is the Portuguese state, then two shareholders are enough. No restrictions on nationality or residence are stipulated in the legislation. Liability is limited and the assets of the shareholders are not liable to the company’s debts. The corporate entity is responsible for any company liabilities.

Management
After the business formation, the founders can decide whether the company will have a single or dual board structure. For the first option, a single director is sufficient for a company with a share capital of less than 200,000 EUR. For a higher capital, the number of directors cannot be even, so the minimum is three directors, no matter their nationality or residence.  In a dual-board structure, management can be shared between the board of directors and the supervisory board of up to 15 members. If the capital share is less than 200,000 EUR, there can be only one director, otherwise, the board can be formed of up to five directors.

Control
As opposed to the private limited liability companies, joint stock corporations require a mandatory audit board, besides the board of directors and general assembly. A Portuguese joint stock company can choose between appointing an audit committee or an external auditor.The single director or the board of directors can be nominated in the articles of incorporation or chosen by the shareholders at a general meeting. The board of directors is entitled to make all decisions regarding financial activities. Only decisions regarding the share capital must be made by the supervisory board.

Other requirements
At the end of every financial year, balance sheet and profit-and-loss statements must be approved within three months before the deadline. The term is extended to five months for the companies which publish consolidated accounts.

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