Commercial registration, governed by the Commercial Registration Code (Código do Registo Comercial), approved by Decree-Law No. 403/86 of 3 December, is intended to give publicity to the legal situation of traders, commercial companies and other entities subject to registration, and is essential for the security of legal commerce. This article forms part of the Corporate Law area of Araújo & Associados.
Which acts are subject to commercial registration
The most significant events in the life of commercial companies are subject to mandatory commercial registration, including their incorporation, amendments to the company contract, appointments and terminations of managers, directors and members of supervisory bodies, increases and reductions in share capital, and mergers, demergers and conversions of companies, among many other events listed in the law.
Constitutive effect in commercial companies
Unlike most events subject to commercial registration, whose effectiveness between the parties themselves does not depend on registration, the incorporation of a commercial company is a significant exception: the company acquires legal personality only from the date of definitive registration of its company contract. Until that date, the company does not exist as such for the purposes of full legal effect, and the regime of irregular companies applies to it. This constitutive effect of registration also applies to significant structural changes to the company, such as mergers, demergers and conversions.
How and where to effect commercial registration
Commercial registration may be effected at any commercial registry office, regardless of the registered office of the company or entity concerned, as well as through electronic platforms made available by the State for that purpose, in particular in the context of the special regimes for simplified incorporation and amendment of companies. Most registrations can be made by deposit – through simple delivery and formal verification of the documents – or by transcription, the latter requiring more thorough scrutiny by the registrar of the lawfulness of the event to be registered.
Central Register of Beneficial Owners (RCBE)
Distinct from commercial registration in the strict sense, but equally mandatory for most commercial companies, is the Central Register of Beneficial Owners (Registo Central do Beneficiário Efetivo, RCBE), approved by Law No. 89/2017 of 21 August, transposing European directives on the prevention of money laundering and terrorist financing, and recently updated by Decree-Law No. 115/2025 of 27 October, which transposed into national law Article 74 of Directive (EU) 2024/1640. The RCBE, managed by the Institute of Registries and Notaries (Instituto dos Registos e do Notariado, IRN), is a database that identifies the natural persons who, directly or indirectly, own or effectively control companies and other entities incorporated in or operating in Portugal.
Commercial registration and other related matters
The registration of a company’s incorporation is the final stage of the process described in the article Setting up a company in Portugal – types of company and process. The registration of mergers and acquisitions is also subject to these general rules, with particularities of its own described in the article Mergers and acquisitions in Portugal – what you need to know.
About Araújo & Associados
Established in 1980, with offices in Porto and Lisbon, Araújo & Associados provides legal advice on the commercial registration of companies, in Portuguese, English, French, German and Spanish.
Frequently asked questions about commercial registration
Does a company legally exist before it is registered?
Not with full legal personality. The company acquires legal personality only from the date of definitive registration of the company contract.
If I appoint a new manager but do not register the change, is the appointment valid between me and the manager?
As a rule, yes – between the parties themselves, the event produces effects regardless of registration. The problem arises, rather, in its enforceability against third parties.
Can I rely, against a third party, on a corporate change that I have not yet registered?
As a rule, no. Events subject to mandatory registration are not, as a rule, enforceable against third parties in good faith until they are registered.
What is the RCBE and is it mandatory for my company?
It is the Central Register of Beneficial Owners, a database that identifies who, in practice, owns or controls a company. It is mandatory for most commercial companies, and the initial declaration must be made within 30 days of incorporation.
Contact us
For more information on commercial registration, or to book a legal consultation, you can contact us through our Porto or Lisbon offices, by telephone, email or via the form on the website. We provide legal advice in Portuguese, English, French, German and Spanish.