Jurisdictions Centre

Madeira Company Information

Key Corporate Features

	General
	Type of entity :		Limitada		SA
	Type of law:		Civil		Civil
	Shelf company availability:		Yes		Yes
	Our time to establish a new company:		*		*
	Minimum government fees (excluding taxation) :		EUR 1,000		EUR 1,000
	Corporate taxation:		Varies		Varies
	Double taxation treaty access:		Yes		Yes
	Share capital or equivalent
	Standard currency:		Euro		Euro
	Permitted currencies:		None		None
	Minimum paid up:		Euro 5,000		Euro 50,000
	Usual authorised:		Euro 5,000		Euro 50,000
	Directors or Managers
	Minimum number:		One		One or three, must be an odd number
	Local required:		No		No
	Publicly accessible records:		Yes		Yes
	Location of meetings:		Anywhere		Anywhere
	Members
	Minimum number:		Normally two (One is possible)		Normally five (One 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
	Other
	Requirement to file annual return:		No		No
	Change in domicile permitted:		Yes		Yes
	* This chart applies to companies licensed prior to 31.12.2000 and thus subject to the old regime. For information on the new regime please contact our Madeira office.

The Madeira landmass encompasses approximately 770 sq km and is located in the Atlantic Ocean, 1,000 km from mainland Portugal and 870 km from North Africa. The topography is mountainous and the highest point is 1,862 metres. The scenery is spectacular and the vegetation diverse.

» Population

The population is approximately 265,000 of which 100,000 live in the capital Funchal and are all mainly of Portuguese origin, with a small expatriate British community.

» Political Structure

Madeira was discovered and colonised by the Portuguese in 1419 and partial political autonomy was eventually granted in 1976. Madeira is represented in Lisbon by five members who are elected by universal suffrage.
Portugal has a written constitution, which defines the political structure and the role of the legislature.
The Madeira Regional Parliament is an elected body, which legislates on Madeira interests such as the budget, and its responsibilities are defined in the constitution. The
Madeira Government cannot however, overrule decisions made by the Central Government in Lisbon nor override political unity with Portugal.

» Infrastructure and Economy

Communications are good; there are six daily flights to and from Lisbon, the Portuguese capital, and Lisbon Airport is an international air transport hub. The flight from Lisbon to Madeira is one hour and thirty minutes. There are also flights from Madeira to other European countries including five direct scheduled flights a week to London.

» Language

Portuguese is the national language, English is taught in schools and is used daily in commerce and international trade.

» Currency

The Euro €.

» Exchange Control

None.

» Type of Law

Civil Law.

» Principal Corporate Legislation

Portuguese Companies Code (Código das Sociedades Comerciais).

» Type of Company for International Trade and Investment

Sociedade por Quotas - Limitada (Lda) or Sociedade Anónima (SA).

In 1993, Portuguese legislation allowed the incorporation of Lda's or SA's with one sole quota/share holder for companies operating within the Madeira Free Trade Zone - so called 'Sociedade Unipessoal' - Single Member companies.
Portuguese legislation provides for the incorporation of a pure holding company called SGPS (Sociedade Gestora de Participações Sociais).

» Procedure to Incorproate

Once name approval has been obtained and a Licence obtained for the proposed entity to operate within the Madeira Free Trade Zone, a Public Deed is executed before a Notary Public. The Public Deed is then registered at Commercial Registry of Madeira.

» Restrictions on Trading

A Madeira company cannot undertake any business that is not specified in its constitution. A Madeira Company cannot undertake the business of Banking, Insurance, Assurance, Reinsurance, Fund Management and Asset Management (other than its own assets) and certain other activities without prior consent and licensing.

» Powers of Company

The powers and objects of a Madeira Company are contained within its constitution and have to be specific.

» Language of Legislation and Corporate Documents

Portuguese, but translations can be provided.

» Registered Office Required

Yes, must be maintained in Madeira.

» Shelf Companies Available

Shelf companies are available for those licensed under the old regime. They are not available for new regime companies.

» Time to Incorporate

For information on the new regime companies, please contact our Madeira office.

» Name Restrictions

A name that is similar to or identical to an existing company. A name that in the opinion of the Registrar may be considered undesirable or offensive. A name that may imply an illegal activity. A name that may imply government patronage.
All Madeira companies must include words to describe clearly the objects of the company, e.g. consulting, engineering, marketing and trading.

» Language of Name

Legislation was passed in September 1995 allowing the approval of foreign names for companies operating within the Madeira Free Trade Zone. A company name must refer to a company's main object clause.

» Names Requiring Consent or a Licence

The Portuguese names and their foreign language equivalent for bank, building society, savings, loans, insurance, assurance, reinsurance, fund management, asset management, investment fund or any name that may imply an activity associated with the banking and insurance industries.

» Suffixes to Denote Limited Liability

Limitada (Lda).
Sociedade Anónima (SA).

» Disclosure of Beneficial Ownership to Authorities

None.

» Authorised and Issued Share Capital

€ 5,000 minimum authorised and issued for Lda.
€ 50,000 minimum authorised and issued for SA.

» Classes of Shares Permitted

Madeira Limitada (Lda) Companies do not issue shares. Instead quotas are registered at the Commercial Registry of Madeira and members are issued with notarised extracts from the Commercial Registry of Madeira to record their ownership.
Madeira Sociedade Anónima (SA) companies may issue either registered or bearer shares with voting or non-voting rights.
Madeira Sociedade Unipessoal (Single Member) SA companies must issue registered shares with voting or non-voting rights, but may not issue Bearer Shares.

» Taxation

Madeira Companies licensed prior to 1st January 2000 are exempt from tax on income obtained from activities carried on outside of Portugal until 31 December 2011. Companies licensed after this date are subject to a different and special regime and clients should seek advice from us.

» Double Taxation Agreements

Companies licensed to operate within the Madeira Free Trade Zone are for all purposes Portuguese resident, and therefore can in most cases benefit from the double tax treaties signed by Portugal.

Portugal has signed double tax agreements with the following countries: Argelia, Austria, Belgium, Bulgaria, Brazil, Canada, Cape Verde, Chile, China, Cuba, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, India, Ireland, Italy, Letonia, Lithuania, Luxembourg, Macau, Malta, Morocco, Mexico, Mozambique, Netherlands, Norway, Pakistan, Poland, Republic of Korea, Romania, Russia, Singapore, Slovakia, Slovenia, Spain, Sweden, Switzerland, Tunisia, Turkey, Ukraine, United Kingdom, USA and Venezuela. Negotiations are nearing completion with other countries.

» Licence Fees 

€ 750 Application Fee and € 1,500 Annual fee. A discount of € 500 on the annual fee is granted to companies managed by a licensed management company provided that settlement of the fee is made within one month of the due settlement day.

» Financial Statement Requirements

The accounts of a Madeira company 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.

» Directors

It is normal to appoint two directors to a Limitada and three to a SA. SA companies must have an odd number of directors. The directors must be natural persons of any nationality and need not be resident in Madeira (SA's may have a corporate director represented by a named individual).

» Shareholders

The minimum number of shareholders for a Lda company is two, and five for a SA company. Companies incorporated as a 'Sociedade Unipessoal' may have one shareholder.

	Word	PDF
Madeira Fact Sheet	106KB	74KB
Enquiry Form		61KB
Shelf List	71KB
Order Forms	314KB	196KB
	Excel
Comparison Chart	114KB

Disclaimer

Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or other professional advice. OCRA Worldwide does not accept any responsibility, legal or otherwise, for any errors or omission.