doing business in portugal and poland - Domański Zakrzewski Palinka

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DOING BUSINESS IN PORTUGAL is not mandatory performed before a public notary. All companies are subject to commercial registration (registo commercial) at the commercial registry (Conservatória do Registo Comercial), the moment of final registration being the moment of the incorporation of the company as a legal entity (Article 5 CSC). a) Limited Liability Company / Quota Company (sociedade por quotas) This is the type adopted by the majority of small and medium sized Portuguese companies. The minimum share capital required is € 5,000,00, being divided into so-called “quotas” and contributions being made in cash or in kind. The minimum par value of one share (quota) is € 100, 00. The liability of the shareholders for company’s debts is limited. Portuguese private limited liability companies are, as a rule, incorporated by two or more shareholders. The corporate structure of a private limited liability company is quite simplified, and besides the general assembly, the majority of these type of companies has, as further mandatory body, one or more directors, who have the power to manage and represent the company. A supervisory board (conselho fiscal) may be appointed if provided for in the company´s articles of association and is mandatory if the company meets two of the following goals: · Total amount of balance of €1.500.000,00; · Total amount of net sales and other profits of €3.000.000,00; . An annual average of 50 employees. Portuguese law also enables the existence of single-shareholder limited liability companies. The name of a limited liability company needs to contain the word “Limitada” or the abbreviation “Lda” and the words “sociedade unipessoal” - or the word “unipessoal” in front of the word “Limitada” or the abbreviation “Lda” - , in case of single-shareholder limited liability companies. b) Public limited liability Company (Sociedade Anónima) Public limited liability’s capital is divided in shares. As in private limited liability companies (and except which concerns the special regime applicable to soleshareholder public limited companies), the shareholders’ liability is limited – Shareholders’ private assets are not liable towards company’s debts. 8
DOING BUSINESS IN PORTUGAL The minimum number of shareholders for incorporation is five. However, as stated, under some circumstances, a joint-stock company may be incorporated with a sole shareholder as long as this shareholder is a company. The minimum capital required is € 50,000 and the minimum nominal value of one share is 0,01 €. Contributions may be made either in cash or in kind. Unlike private limited liability companies, the corporate structure of public limited liability companies foresees a mandatory audit board, besides the board of directors and general assembly. There are three models of management and supervision foreseen by the law: · General assembly, board of directors and board of auditors (conselho fiscal); · General assembly and board of directors encompassing an auditing committee and a chartered accountant; · General assembly, executive board of directors, supervisory board (conselho geral e de supervisão) and a chartered accountant. Instead of a board of directors, a single director might be appointed in companies which capital that does not exceed € 200.000,00. Subsequent to Council Regulation on the Statute for a European Company (Council Regulation (EC) n°2157/2001) and Decree-Law nº 2/2005, of 4th January, there is the possibility to incorporate in Portugal as a European Public Company (SE). c) Partnership (sociedade em nome colectivo) Like all other types of Commercial Companies in Portugal, the General Partnership is a legal entity and can therefore act in its own name, acquiring rights and incurring liabilities on its own behalf. However, besides the company’s assets, the partner’s assets too may be challenged to respond subsidiary before creditors to pay for the company’s debts. Contributions to this type of commercial company may be made either in cash or in kind (e.g. labour). The name of a General Partnership must include the name of all, some or one of the partners. In the second and third case, the General Partnership´s name must end with a reference that points to the existence of other members (e Companhia or & C.ia). 9
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Page 5 and 6: DOING BUSINESS IN PORTUGAL 5
Page 7: DOING BUSINESS IN PORTUGAL and Bras
Page 11: DOING BUSINESS IN PORTUGAL The A.C.
Page 14 and 15: REAL ESTATE IN PORTUGAL The basis o
Page 17 and 18: ACCOUNTING IN PORTUGAL 18
Page 19: ACCOUNTING IN PORTUGAL to any busin
Page 22 and 23: PORTUGAL TAX SYSTEM In the Portugue
Page 24 and 25: PORTUGAL TAX SYSTEM TAX RATE/FEATUR
Page 27 and 28: PORTUGAL LABOUR LAW 27
Page 29 and 30: PORTUGAL LABOUR LAW practices. The
Page 31: PORTUGAL LABOUR LAW 31
Page 34 and 35: PORTUGAL SOCIAL SECURITY SYSTEM Soc
Page 37 and 38: PORTUGAL PUBLIC PRIVATE PARTNERSHIP
Page 39: PORTUGAL PUBLIC PRIVATE PARTNERSHIP
Page 42 and 43: DOING BUSINESS IN POLAND Poland has
Page 44 and 45: DOING BUSINESS IN POLAND Basic Lega
Page 46 and 47: DOING BUSINESS IN POLAND Limited li
Page 49 and 50: REAL ESTATE IN POLAND 49
Page 53 and 54: ACCOUNTING IN POLAND 53
Page 55: ACCOUNTING IN POLAND Audit Annual c
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POLAND TAX SYSTEM In the Polish tax
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POLAND LABOUR LAW 61
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POLAND LABOUR LAW Salaries should a
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POLAND LABOUR LAW 65
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POLAND SOCIAL SECURITY SYSTEM Socia
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POLAND NEW PROSPECTS FOR CO- OPERAT
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POLAND NEW PROSPECTS FOR CO-OPERATI
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CONTACTS This Guide was prepared by
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Lisbon . Oporto . Faro Coimbra . Az
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