EXPERTISE & FOCUS

MADEIRA COMPANIES

Types of Company

All companies incorporated under the Madeira Free Trade Zone Legislation are subject to the same regulations and principles as any other Portuguese company. The most widely used types of company are:

  1. Private Limited Liability Company ("Limitada")

    The Limitada Company has a minimum paid up share capital of € 2 (€1 in the case of a Unipersonal company). The capital is represented by quotas and the value of each quota can vary, but must not be less than € 100. The minimum number of subscribers is one.
  2. Stock Corporation ("SA")

    Sociedade Anónima ("SA") companies have a minimum paid up share capital requirement of € 50,000. The capital of such companies is represented by shares of a minimum of € 0.01 each. The original subscriber shares must be registered but thereafter bearer shares are permitted. The minimum number of shareholders are normally five, although it is possible to have one sole shareholder.
  3. Pure Holding Company ("SGPS")

    A "SGPS" (Sociedade Gestora de Participacoes Sociais) may be incorporated as either a Limitada company or an SA company with the share capital structure depending on the requirements of the client. A Pure Holding Company is limited to holding investments in other companies and the management of those investments.

Restrictions on Trading


Companies cannot undertake any business that is not specified in their constitution. Companies cannot undertake the business of banking, insurance, assurance, reinsurance, fund management and asset management (other than their own assets) without prior consent and licensing.

Licence Fees


€ 1000 Application Fee and € 1,800 Annual fee. A discount of € 500 on the annual fee is granted to companies managed by a licensed management company.

Financial Statement Requirements


Accounts must be prepared in the Portuguese language in accordance with Portuguese accounting rules. Normally the fiscal year ends on 31st December, and accounts must be approved by the shareholders before the 31st March of the following year. A tax form must be filed with the authorities before the end of May (modelo 22) and another before the 15th of July (IES).

Directors


It is normal to appoint two directors to a Limitada and three to a SA. The directors must be natural persons of any nationality and need not be resident in Madeira.

Madeira


General
Type of entity Limitada SA
Type of Law Civil Civil
Shelf company availability - -
Our time to establish a new company 15-30 days 15-30 days
Minimum government fees (excluding taxation) EUR 1,800 EUR 1,800
Corporate Taxation 5% 5%
Double taxation treaty access Yes Yes
Liability of Shareholders Limited to the capital Limited to the capital
Share Capital or Equivalent
Standard currency Euro Euro
Permitted currencies None None
Minimum paid up Euro 2 (€1 in the case of a S.U) Euro 50,000
Usual authorised Euro 5,000 Euro 50,000
Directors or Managers
Minimum number 1 1
Local required No No
Publicly accessible records Yes Yes
Location of meetings Anywhere Anywhere
Members / Shareholders
Minimum number Normally 2 (1 is possible) Normally 5 (1 is possible)
Publicly accessible records Yes Yes
Location of meetings Madeira(by proxy) Madeira(by proxy)
Company Secretary
Required No No
Local or qualified No No
Accounts
Requirement to prepare Yes Yes
Audit requirements No, but larger companies must Yes
Requirement to file accounts Yes Yes
Publicly accessible accounts Yes Yes
 
Change in domicile permitted Yes Yes

Member of OCRA Worldwide 1995 -