Companies and Trusts in Madeira

Companies & Trusts

Key corporate features
Type of Company	Limitada	SA
Common or Civil Law	Civil	Civil
Disclosure of Beneficial Owner	No	No
Migration of Domicile Permitted	Yes	Yes
Language of Name	Latin Alphabet	Latin Alphabet

Corporate requirements
Minimum Number of Shareholders / Members	Two*	Five*
Minimum Number of Directors / Managers	One*	One or Three*
Bearer Shares Allowed	No	Yes
Corporate Directors / Managers Permitted	No	Yes
Company Secretary Required	No	No
Standard Authorised Capital	€ 5,000	€ 50,000

Local requirements
Registered Office/Agent	Yes	Yes
Company Secretary	No	No
Local Directors	No	No
Local Meetings	Yes (Shareholders)	Yes (Shareholders)
Government Register of Directors / Managers	Yes	Yes
Government Register of Shareholders / Members	Yes	7 Yes

Annual requirements
Submit Accounts	Yes	Yes

Recurring government costs
Minimum Annual Tax / Licence Fee	€ 1,500	€ 1,500
Annual Return Filing Fee	Nil	Nil

* Companies may be structured with a single quota or share holder, as "Sociedades Unipessoal"

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:

Private Limited Liability Company ("Limitada")
The Limitada Company has a minimum paid up share capital of € 5,000. 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.

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 is five.

Pure Holding Company ("SGPS")
An "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

€ 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

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.

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.

Trusts

Madeira is a civil law jurisdiction, subject in general to Portuguese law, and the trust thus does not exist as such. Portugal has not ratified the Hague Convention on the law applicable to trusts and their recognition.

Nonetheless when the Free Trade Zone Legislation of Madeira was enacted provision was made for the creation of offshore trusts. The property of trusts must be outside Portugal, and their income must be derived from outside the country.