en-USpt-PT

Merger is bringing two or more companies together, so as to exist a single company.

This could be done in one of two ways:

  • By formation

    Companies get extinguished to form a new company 

  • By incorporation

    One or more companies merge into a single company, already existing

Demerger is an operation whereby a company splits part or the whole of its personal and patrimonial assets between one or more companies, already incorporated or to be incorporated for the purpose, with possibility of the following: 

  • Cancellation of some or all the companies involved in the demerger, with the creation of a new one. 
  • Implementation of the final company’s patrimony, either pre-existing or newly set up, via the transfer of assets and liabilities of the demerged companies. 

Types of demerger 

  • Simple Demerger

    A company splits part of their patrimony to form a new company. 

  • Demerger winding-up

    A company winds-up and splits its patrimony, with each resulting part destined to set a new company.  

  • Demerger-merger

    A company splits part of its patrimony or is wound-up, spliting its patrimony into parts, which will then merge with companies already incorporated.  

The online demerger or merger registry is only available to private limited companies, sole quotaholder private limited companies and public limited companies.  

 

Who can request

Company’s manager, administrator or secretary

 

Legal professional

Lawyer, Notary, Solicitor

Company’s procuration holder

 

How to request  

Before submitting the request, please check if your submission of accounts registry is updated  

In case the submission of accounts registry is not updated, the demerger/merger registry stays provisional.

To complete the merger or demerger registry, you need:

  • Corporate deliberation approving the company’s merger/demerger  

    Minutes of the general meeting or the administration body, public deed, private document, unanimous decision in written.
    In case the incorporated company holds immovable propety, the transfer of assets must be done via authenticated private document or public deed. 
    In case of a private document, the document must be deposited electronically.

  • Complete and updated company’s contract, if there are alterations
  • Statement of non-opposition from the creditors 
  • Balance sheet
  • Assessment of the supervisory body regarding the merger/demerger project
  • Examination of the merger project by an independent Statutory Auditor or Statutory Audit Firm
  • Procuration

    In case the request is done by a procuration holder

If the documents are not written in Portuguese, you need to add their translation.

You might need to submit other documents, depending on the specificity of the request.

 

Como fazer o pedido online:

  1. Access the online service 
  2. Select means of authentication: Citizen card, Digital Mobile key, Digital certificate of legal professionals, European Authentication (eIDAS)
  3. Complete the form and attach the necessary documents
  4. Make payment (ATM reference). 

The payment must be made within 5 consecutive days from the date of submission of the request.

When to request

You can request within 2 months following the deliberation of the general meeting. 

Whenever it exceeds the deadline, there may be an additional cost.

How much does it cost

  Request in person  Online Request 
Normal 225,00 EUR 191,25 EUR
Urgent 450,00 EUR 416,25 EUR

 

Where to request

Online

  • In person, at a commercial registry service. 
  • By post 

If you choose to do it in person, please schedule in advance. 

 

O que acontece a seguir

We provide the billing document 

The billing document is sent to your email. If you do it in person, the document will be delivered at the time.

We begin to process your request  

The request will be reviewed and if there are no non-conformities, the request is approved.   

If there are non-conformities in the request, you will be notified and have 5 consecutive days to correct them. Correction of non-conformities has an additional cost of 30€. 

If you do not correct the request in due time, the registry might be provisionally approved or refused.  

You will notified upon registry conclusion.

Termination of activity

The people in charge of the compay must inform Tax authorities and the Social Security on the termination of activity of companies which have been cancelled. This may be done electronically, within 3 months counting from the winding-up (final accounts) registry.

You must update your Beneficial owner registry within 30 days

Upon confirmation of the Merger/Demerger registry, you have 30 days to update information featured in the RCBE declaration, in case of any changes.

Automatic communication to the Tax authority and the Social Security  

The Merger/Demerger registry is automatically communicated by the service to the Tax Authorities and the Social Security.