Best Investment & Business Structuring Lawyers in Funchal

1. About Investment & Business Structuring Law in Funchal, Portugal

Investment and business structuring law in Funchal blends national Portuguese law with regional incentives. The Madeira region offers specific tax and investment regimes designed to attract foreign capital while aligning with EU rules. In practice, you will navigate corporate formation, shareholder governance, and cross border tax planning within a Madeiran context.

Lawyers in Funchal routinely help clients choose between company forms such as limited liability companies (Lda) or public companies (SA), and they structure ownership, management, and distribution of profits accordingly. You will also address licensing for local activities, employment, and compliance with anti money laundering and fiscal obligations. A local legal counsel can ensure your investment aligns with both national statutes and regional incentives.

2. Why You May Need a Lawyer

• Setting up a Madeira registered company with appropriate governance - A local solicitor can draft the articles of association, appoint directors, and ensure compliance with the Portuguese Commercial Companies Code. This is crucial when forming an Lda or SA to service regional markets.
• Drafting shareholder and intercompany agreements for joint ventures - In Madeira, cross border investments often involve partners from different EU states; a lawyer can prepare robust shareholder agreements that cover control, exit rights, and dispute resolution.
• Securing local licensing and permits for tourism related ventures - Hotels, guest houses, and other hospitality services require Turismo de Portugal approvals and municipal registrations, which a local attorney helps coordinate.
• Structuring to maximize Madeiran tax incentives - The Regime Fiscal de Madeira offers incentives that require precise incorporation and activity rules; a lawyer can design transfer pricing, entity location, and funding structures accordingly.
• Managing cross border compliance and anti money laundering obligations - Portuguese banks and regulators impose strict AML controls; a lawyer ensures client due diligence and ongoing reporting are compliant.
• Planning for corporate reorganizations or restructurings - If you merge, split, or reorganize under the Insolvência e Recuperação de Empresas framework, timing and documentation matter and a lawyer coordinates the process with regulators.

3. Local Laws Overview

The following laws and regimes are frequently cited in Investment & Business Structuring in Madeira. They shape how businesses are formed, taxed, and reorganized within the region.

• Código das Sociedades Comerciais (Commercial Companies Code) - Governs formation, governance, and dissolution of Portuguese companies, including those registered in Funchal. It provides the framework for choosing between Lda, SA, and other corporation forms.
• Regime Fiscal de Madeira (Madeira Tax Regime) - Regional tax incentives and compliance rules that apply to resident companies and activities in Madeira, designed to attract investment while maintaining EU compliance.
• Insolvência e Recuperação de Empresas (Insolvency and Corporate Recovery) - Framework for restructuring and insolvency proceedings affecting businesses in Madeira and mainland Portugal alike, with procedures for creditors, receivers, and rehabilitation plans.

Source: Diário da República - official publication of Portuguese laws (Código das Sociedades Comerciais). dre.pt

Source: Regimes and guidance for Madeira tax incentives and regional policy (Madeira Regional Government). madeira.gov.pt

Source: Non Habitual Resident and related investment guidance (official government information). portaldasfinancas.gov.pt

4. Frequently Asked Questions

What is the purpose of Investment and Business Structuring law in Madeira?

It provides a framework to create, restructure, and manage companies in Madeira. It also aligns corporate governance with regional incentives and EU rules, ensuring compliant growth.

How do I form a limited liability company in Funchal?

Prepare the articles of association, choose a company name, appoint directors, and file with the Conservatória do Registo Comercial. A lawyer helps ensure all statutory requirements are met.

When should I involve a lawyer for a cross border M&A in Madeira?

Begin early in the deal to review structure, tax implications, and regulatory permits. A lawyer can manage regulatory filings and coordinate with tax advisors.

Where can I register a new company in Funchal and what documents are needed?

Registration occurs with the Conservatória do Registo Comercial in Madeira; you will need tax identifiers, identity documents, and corporate details such as the articles of association.

Why is the Regime Fiscal de Madeira important for a new business?

It provides regional tax incentives that can lower effective tax rates for eligible activities. Proper planning is required to meet regional criteria and maintain compliance.

Can a non-resident open a Portuguese company in Madeira?

Yes, non-residents can establish a company, but may need to appoint a fiscal representative and comply with local registration and reporting requirements.

Should I use a shareholder agreement for a joint venture in Madeira?

Yes, it clarifies control, funding, distributions, and exit strategies. It helps prevent disputes when partners have different business objectives.

Do I need a fiscal representative if I am non-resident in Portugal?

Often yes, as non-residents may require one for tax compliance and communications with Portuguese tax authorities.

Is the Non-Habitual Resident regime relevant to business structuring in Madeira?

It can be beneficial for individuals who will reside in Portugal for tax purposes, offering potential ten year tax benefits on certain income streams.

How long does it take to obtain the necessary licences for a hotel in Funchal?

Licensing timelines vary by project scope and authority; typical ranges are 8 to 20 weeks from application to final approval, depending on complexity.

What is the difference between a Lda and a SA in Portugal?

An Lda is a private limited company with simpler governance, while an SA is a public company with stricter control and higher capital requirements; choose based on scale and funding strategy.

Can I restructure an existing Madeiran company through a capital increase?

Yes, capital increases require shareholder approval and registry updates; a lawyer coordinates filings and ensures compliance with the company code.

5. Additional Resources

• Diário da República - Official gazette publishing Portuguese laws and regulations. Use this to verify the exact text and effective dates. dre.pt
• Madeira Regional Government - Official portal for regional tax regimes and investment incentives applicable in Madeira. madeira.gov.pt
• Instituto dos Registos e do Notariado - Official body handling company registrations and notarial services in Portugal. irn.mj.gov.pt
• Portal das Finanças - Official tax authority with guidance on corporate and personal taxes, including the NHR regime. portaldasfinancas.gov.pt

6. Next Steps

1. Define your objectives and timeline - Clarify the business model, market entry, and whether you will rely on Madeira tax incentives or cross border structures. Set a realistic 3 to 12 month plan.
2. Gather essential documents - Compile passport copies, company documents, shareholder information, and proof of address for all stakeholders. Prepare financial projections and licensing needs.
3. Identify potential law firms or solo practitioners in Funchal - Look for local specialists in corporate law, tax, and regulatory licensing with Madeira experience. Gather at least 3 options.
4. Schedule initial consultations - Discuss structure options, fees, and timelines. Request written engagement terms and fee estimates in advance.
5. Request a formal engagement letter - Ensure scope covers formation, registrations, licensing, and ongoing compliance. Include a clear fee structure and dispute resolution terms.
6. Draft and review the structure - Work with the lawyer to finalize the Articles of Association, share capital plan, and any shareholder agreements or JV documents.
7. Complete registrations and licensing - The lawyer coordinates filings with Conservatória do Registo Comercial and relevant regulatory bodies; plan for 8-20 weeks depending on permits.