Offshore Companies: Madeira
BACKGROUND | COMPANY FORMATION | SHARES, TAXATION AND OTHER MATTERS
MANAGEMENT STRUCTURE | CORPORATE HIGHLIGHTS

BACKGROUND
The Madeira archipelago is made up of the Islands of Madeira, Porto Santo, Desertas and Selvagens. The name of the group islands is taken from the largest island Madeira. 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.

Madeira has an excellent digital telecommunications system with direct dialing to most countries. Postal and courier services are also good offering next day deliveries to mainland Portugal.

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

CURRENCY
Portuguese Escudo.

EXCHANGE CONTROL
None.

TYPE OF LAW
Civil Law.

PRINCIPAL CORPORATE LEGISLATION
Portuguese Companies Code (Codigo das Sociedades Comerciais).

COMPANY FORMATION

TYPE OF COMPANY FOR HOLDINGS, INTERNATIONAL HOLDING, TRADE AND INVESTMENT
Sociedade por Quotas - Limitada (Lda’s) 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 Participacoes Sociais).

PROCEDURE TO INCORPORATE
Once name approval has been obtained and a License 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) 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
Yes, but allow ten business days for receipt of documentation.

TIME TO INCORPORATE
60 working days, plus additional ten business days for receipt of documentation.

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.

SHARES, TAXATION AND OTHER MATTERSS

AUTHORIZED AND ISSUED SHARE CAPITAL
Esc. 1 million minimum authorised and issued for Lda.
Esc. 10 million 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.

BEARER SHARES PERMITTED
SA companies only.

TAXATION
All Madeira companies are exempt from tax on income obtained from activities carried on outside of Portugal until 31 December 2011. Nominal taxation is levied on pure holding companies (SGPS). These are taxed on EU dividends at an effective rate of 1.7% (34% corporate tax on 5% of profits).

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: Austria, Belgium, Bulgaria, Brazil, Czech Republic, Finland, France, Germany, Hungary, Ireland, Italy, Mozambique, Norway, Poland, Republic of Korea, Spain¹, Switzerland, United Kingdom and Venezuela. Negotiations are nearing completion with other countries.

Treaty relief denied to Madeira companies controlled by non-residents of Portugal.

LICENCE FEES
US$ 750 Application Fee and US$ 1,500 Annual fee. Both are reduced by 1/3rd to US$ 500 and US$ 1,000 respectively for companies represented by licensed management companies.

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.

MANAGEMENT STRUCTURE

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. Unipersonal companies may have one shareholder.

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.

CORPORATE HIGHLIGHTS

For more information on how to purchase offshore companies,
contact us through our offices.

<< RETURN TO OFFSHORE COMPANIES