WELCOME TO MADEIRA MANAGEMENT
Madeira Management obtained the first management licence in 1989 and is one of Madeira's leading Management Companies. Our team of twenty legal and accounting professionals, led by Dra Elita Amaral and Dra Suzel Camacho, specialises in making the Madeira International Business Centre accessible to businesses and their professional advisers. Our highly professional team is accustomed to providing international tax practitioners with specialist local advice, and the subsequent implementation of Madeira-based international structures. Our office has particular expertise in company incorporation and ongoing administration, ship registration and management, double tax treaty planning and the use of Madeira's free trade zone. We also provide company incorporation and ongoing administration services to companies operating outside the Madeira International Business Centre. We are able to assist in providing information and assistance in utilising Portugal’s recent Golden Visa scheme or Non Habitual Residents regime, both interesting mechanisms for individuals.
We warmly invite your enquiries
We regularly travel to meet with clients and would welcome the opportunity to meet with you in person, or over the phone, to discuss how we can assist you. For more information about our services, follow the links below.
Dra. Elita Correia Amaral
Madeira Management Cia Lda
Rua dos Murças, nº 15, 1º andar
Languages Spoken: English, Portuguese, Spanish and French
Time in Madeira is:
Madeira is an autonomous region of Portugal, hence Madeira is part of the European Union.
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.
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. 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.
Madeira has a strong touristic activity and is visited by people from many different nationalities throughout the year. Its mild climate and natural beauty attract thousands every year.
Communications are good; there are many 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 almost every day direct scheduled flights to London.
Portuguese is the national language; English is taught in schools and is used daily in commerce and international trade. The currency is the Euro, €.
The Madeira International Business Centre (MIBC) was created to promote the economic development of Madeira and is fully approved by the European Union, being considered as a valid form of State aid for regional development.
EXPERTISE & FOCUS
MADEIRA INTERNATIONAL BUSINESS CENTRE (MIBC)
The Madeira International Business Centre (MIBC) is an established and important international business hub, wholly within Portugal and thus part of the European Union and consists of a Free Trade Industrial Zone, an International Services Centre and an International Shipping Register.
Having been expressly approved by the European Union, the MIBC is certainly a credible and stable location for international operations, providing an extremely competitive low corporate income tax rate of 5%, guaranteed until the end of 2027.
The recently approved Tax Regime IV provides the following main tax benefits:
- a reduced corporate tax rate of 5%, guaranteed until 2027;
- exemption of withholding tax on dividends paid to non Portuguese resident shareholders (corporate or individuals), as long as these are not resident in a black listed jurisdiction;
- No withholding tax on interest and other forms of payment for shareholders' loans, capital allowances or advances made by the shareholders to the company, as long as the shareholders are non-residents in Portugal.
- Worldwide participation exemption regime applicable to dividends, reserves, capital gains and losses;
- Exemption of withholding tax on royalties, services fees or interest paid to third parties;
- Possibility to apply Portugal's recent Patent Box Regime;
- Capital gains tax exemption on the sale of participations held in the Madeira company;
- Exemption of notarial and registration fees;
- 80% reduction on the rate of Stamp Duty, municipal transaction taxes and municipal property taxes;
- 80% reduction on regional and municipal surcharges.
- creation of one to five jobs in the first six months and a minimum investment of €75,000.00 in the acquisition of tangible or intangible fixed assets, during the first two years; or
- creation of six or more jobs in the first six months.
- 1 to 2 jobs: € 2,730,000.00;
- 3 to 5 jobs: € 3,550,000.00;
- 6 to 30 jobs: € 21,870,000.00;
- 31 to 50 jobs: € 35,540,000.00;
- 51 to 100 jobs: € 54,680,000.00;
- More than 100 jobs: € 205,500,000.00.
Additionally, a new licensed Regime IV company will also need to ensure that its tax benefit is subject to one of the following additional annual maximum limits:
- 15,1% of the annual turnover; or
- 20,1% of the annual gross value added; or
- 30,1% of annual costs incurred with the workforce.
- the participation in the subsidiary is equal or superior to 10% and held for at least 12 months (*This was altered with the 2016 State Budget, increasing the participation to 10%, from the previous 5% and reducing the holding period to 1 year, as opposed to the previous 24 months);
- the entity distributing dividends is NOT located in a black listed jurisdiction;
- the entity distributing dividends is subject and not exempt to Portuguese income tax (when the subsidiary is located in Portugal), to a tax referred in article 2 of the Parent/Subsidiary Directive (when the subsidiary is located within the EU) or, in other cases, to a tax identical or similar to Portuguese corporate income tax and is subject to a tax rate that is no less than 60% of the normal Portuguese tax rate (i.e. in 2016 no less than 12.6%);
Capital gains derived by non residents from the sale of participations of a Portuguese company continue to be exempt from taxation in Portugal, unless the non resident is domiciled in a black listed jurisdiction or the Portuguese company holds real estate located in Portugal.
A MIBC company can also benefit from the recent Patent Box Regime providing a 50% exemption from corporate tax for companies exploiting patents, industrial designs and models protected by IP rights and registered after 01.01.2014.
The combination of the CIT Code and special tax regime applicable to MIBC companies will result in the income derived from the temporary use of patents and industrial drawings or models being subject to an effective tax rate of 2,5%, in case certain conditions are met.
From a tax perspective, this regime is highly competitive (comparing to other European countries' regimes) and may represent a significant saving, regarding patents and industrial designs or models which are registered in Portugal.
As a Portuguese company, it will also be subject to Portuguese VAT registration, thus benefiting from the rate of VAT in Madeira - currently 22%.
Madeira companies may generally be used for:
- invoicing and trading operations
- management services
- consulting services
- holding investments
- holding intellectual property
- owning commercial and residential properties
- shipping and yacht registration,
- Internet delivered services, e-business
- accessing Portugal's double tax treaty network
- utilising the EU parent subsidiary directive
Existing companies, licensed before the end of 2014 continue to benefit from the special regime III also in force, unless they choose to immediately apply Regime IV.
Regime III is similar to the new Regime IV, with the following exceptions:
- The reduced rate of 5% corporate income tax will be applied until 2020 (at which time the company can decide to move into regime IV);
- The additional annual maximum limits referred above do not apply;
- Full exemption from Stamp Duty, municipal transaction taxes and municipal property taxes;
- There is no specific exemption on distribution of dividends to shareholders of a licensed MIBC company under Regime III. Instead standard Portuguese legislation must be applied, in which case the distribution of dividends to the quota holders can only be made exempt of withholding tax under the following conditions:
- when payment is made to a corporate EU or EEA shareholder with a direct participation superior to 10% and held for at least one year;
- when payment is made to foreign corporate shareholders that are in countries that have signed a DTT with Portugal that foresees exchange of information, with a direct participation superior to 10% and held for at least one year and as long as the beneficiary is subject, in its country of residence, to a nominal taxation not inferior to 60% of the Portuguese corporate income tax rate;
- when payment is made to corporate shareholders resident in Switzerland with a direct participation superior to 25% and held for at least two years.
In addition to the establishment and management of a Madeira Company, Madeira Management can provide a registered office address service to clients that require a physical presence in Madeira, as well assistance relating to locating office space, staff and relevant suppliers, providing accounting services, among others.
With regards to employee requirements, please note that we have in-house solutions that can facilitate the compliance with this requisite for a relatively low cost. Further information can be provided on request.
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 € 2 (€1 in the case of a Unipersonal company). 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 are normally five, although it is possible to have one sole shareholder.
Pure Holding Company ("SGPS")
A "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.
€ 1000 Application Fee and € 1,800 Annual fee. A discount of € 500 on the annual fee is granted to companies managed by a licensed management company.
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 (modelo 22) and another before the 15th of July (IES).
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.
|Type of entity||Limitada||SA|
|Type of Law||Civil||Civil|
|Shelf company availability||-||-|
|Our time to establish a new company||15-30 days||15-30 days|
|Minimum government fees (excluding taxation)||EUR 1,800||EUR 1,800|
|Double taxation treaty access||Yes||Yes|
|Liability of Shareholders||Limited to the capital||Limited to the capital|
|Share Capital or Equivalent|
|Minimum paid up||Euro 2 (€1 in the case of a S.U)||Euro 50,000|
|Usual authorised||Euro 5,000||Euro 50,000|
|Directors or Managers|
|Publicly accessible records||Yes||Yes|
|Location of meetings||Anywhere||Anywhere|
|Members / Shareholders|
|Minimum number||Normally 2 (1 is possible)||Normally 5 (1 is possible)|
|Publicly accessible records||Yes||Yes|
|Location of meetings||Madeira(by proxy)||Madeira(by proxy)|
|Local or qualified||No||No|
|Requirement to prepare||Yes||Yes|
|Audit requirements||No, but larger companies must||Yes|
|Requirement to file accounts||Yes||Yes|
|Publicly accessible accounts||Yes||Yes|
|Change in domicile permitted||Yes||Yes|
The International Shipping Register of Madeira ("MAR") is a credible alternative to other international registers and yet keeps the technical discipline and safety which characterises conventional shipping registers. It is not and has never been considered as a "flag of convenience".
Portugal's second Shipping Registry, based in Madeira, is known as "MAR" meaning "Sea". All vessels registered under MAR fly the Portuguese flag and all international conventions ratified by Portugal are complied with by MAR. Because MAR registered ships fly the Portuguese flag, they can be used for cabotage (coastal shipping, navigation, trade or transport) in EU countries.
Under the MIBC Legislation, vessels and yachts may be registered at MAR under the Portuguese flag, provided their activities do not amount to transportation of goods between Portuguese ports. Transportation between Portuguese ports and foreign ports is allowed. Fishing boats cannot be registered.
It is possible to register a vessel with MAR that is owned by a non resident entity. In this case, it is compulsory to appoint a local legal representative of the foreign owner and here at MMCL we are able to act in this capacity, as required by law. It is however also possible to set up a Madeira IBC Shipping company, transferring the ownership of the vessel to this entity. In this case, the wide range of tax and financial incentives available to shipping companies duly incorporated and licensed to operate within the legal framework of the MIBC, will apply on income obtained from the activities of the vessel operating outside Portuguese territorial waters.
Madeira Management has extensive experience with the registration of vessels, yachts and the management of shipping companies.
How to register
Certain documents and information regarding the ship must be submitted to the Technical Commission of MAR for analysis.
The information and documentation to be submitted shall vary depending on whether it is a temporary or a permanent registration.
The shipping registry delegates some of its functions and recognises certificates issued by specified classification societies. Among the functions that may be delegated are the supervision and enforcement of rules concerning stability, bulk cargo, on board security, as well as the issuing of international certificates concerning conventions and resolutions of the International Maritime Organisation and the OLO.
Portugal presently recognise eight classification societies who are certified to carry out their functions in the framework of MAR, they are:
- Lloyd's Register of Shipping (LRS);
- Bureau Veritas (BV);
- Det Norske Veritas (DNV);
- Registro Italiano Navale (RINA);
- American Bureau of Shipping (ABS);
- Rinave Portuguesa (RINAVE);
- Nippon Kaiji Kyokai (NKK).
In assessing crew composition and minimum crew requirements the objective of the registry technical commission is to guarantee safety and the preservation of the quality of life aboard and at sea. The captain and 30% of the crew must be nationals of Europe or of PALOP countries (an organisation of Portuguese Speaking countries). Spanish owned vessels are also authorised to have crew from official Spanish-speaking countries. Crew composition requirements do not apply to yachts.
Any income received by the crew of ships registered in MAR is exempt from any form of taxation in Portugal.
Crew members and their respective employers of ships registered in MAR may adopt a voluntary insurance or social security system. They are not obliged to pay social security taxes within the normal Portuguese system.
The mortgagor and the mortgagee by written agreement may choose the legal system of a particular country that shall govern the terms of the mortgage. Should such agreement not be reached, then the Portuguese law shall apply.
INTERNATIONAL FREE TRADE ZONE
In the 1980s a deep sea port was constructed at Caniçal, 30 km from Funchal, where only a fishing village had existed before and it was here that an industrial free trade zone was established. The industrial free trade zone now measures some 138 hectares in size. A large number of companies engaged in such diverse activities as foodstuffs, tobacco, metal works and electrical appliances have set up there.
The Industrial Free Trade Zone has been created to receive activities which, by their nature, involve the physical movement of goods. All goods, regardless of their nature, quantity, origin and destination, may be imported into the Zone in order to be stored, repaired or transformed with few formalities, provided they are not a threat to national security or public health.
Madeira's FTZ offers a wide range of both tax and customs incentives which form a unique package, unrivalled by any other Free Trade Zone. Madeira can be of great benefit for non-European companies wishing to penetrate into the EU Single Market more easily, and for European companies aiming at reducing their operational costs and enhancing their tax efficiency.
Besides benefiting from the existing tax regime applicable to a MIBC company, especially the reduced tax rate of 5% until 2027, manufacturing companies in the Industrial Free Trade Zone may also benefit from a 50% reduction on the taxable income, when fulfilling two of the following criteria:
- Contribution to the modernization of the economy through technical innovation, new products and procedures;
- Diversification of the regional economy by introducing new activities of added value;
- Fixation of qualified human resources;
- Contribution to the improvement of the environment;
- Creation of 15 jobs for a period of 5 years.
- The islands' geographical location, with speedy access tothe European, African, and American markets.
- Political and economic stability
- Modern telecommunications
- An excellent climate without great temperature variations throughout the year
Patent Box Regime
New Patent Box Regime providing a 50% exemption from corporate tax for companies exploiting patents, industrial designs and models protected by IP rights and registered after 01.01.2014
The 2014 State Budget and the CIT Reform made some changes to the tax benefits which are applicable to all Portuguese companies, including those licensed to operate as MIBC companies. Since 1 January 2014, if all the requirements are met, only 50% of the income arising from the temporary use of patents and industrial drawings or models is relevant for the computation of the taxable income.
The combination of the CIT Code and special tax regime applicable to MIBC companies will result in the income derived from the temporary use of patents and industrial drawings or models being subject to an effective tax rate of 2,5%, in case certain conditions are met. From a tax perspective, this regime is highly competitive (comparing to other European countries' regimes) and may represent a significant saving, regarding patents and industrial designs or models which are registered in Portugal.
NON HABITUAL RESIDENCY
Portugal has established a regime for non-habitual tax resident individuals, which is intended to attract to Portugal certain qualified individuals and investments.
This special tax regime is applicable to individuals who have not been considered and taxed as tax residents in Portugal in any of the previous 5 years.
The regime establishes that employment and self-employment domestic (Portuguese) income, related to certain "high added-value" activities of a scientific, artistic or technical nature (included in a list of activities published by the Portuguese Government), will be taxed at a flat rate of 20%.
Furthermore, the regime also establishes a tax exemption for foreign-sourced income, such as, employment income, self-employment income, rental income, interest, dividends as well as other investment income and pension income, under certain specific conditions.
The regime is applicable for a period of ten consecutive years.
Madeira Management can provide advice and assistance to all individuals interested in obtaining further information on this scheme.
Aiming to promote direct foreign investment into Portugal, the government has created the so called "Golden Visa" Residence Program.
Foreign investors in Portugal, from non-EU countries, may be eligible for a special visa, enabling them and their immediate family to work or study legally in the country and to travel within the Schengen area, provided that certain minimum amounts are invested.
The investment must be maintained for a minimum period of 5 years. After this initial period, the investor may immediately apply for a permanent residency permit.
The investment can be made in three different manners:
- Capital transfer with a minimum value of 1 million Euro (e.g. bank deposit, acquisition of financial assets)
- The acquisition of real estate for a minimum amount of 500,000 Euro
- Creation of 10 jobs
- Investment of a minimum of € 350,000 in a project relating to cultural or scientific research
- Purchase of a property plus rebuilding or renewals costs totalling a minimum of € 500,000 in certain conditions
- Investments in a property in a region with a low population density, reducing the minimum investment to € 400,000
We invite you to contact our Madeira office to discuss your requirements and to identify how Madeira Management can help you to do business better.
MADEIRA MANAGEMENT - KEY ADVANTAGES
- Established in 1989
- Licensed as an authorised management company by SDM - Sociedade de Desenvolvimento da Madeira, the concessionaire of the Madeira International Business Centre
- One of Madeira's leading management companies
- Employs 20 legal and accounting multilingual professionals
- Provides specialist local advice and services for tax practitioners and their clients
- Provides business introductions and services relating to companies looking to establish a physical presence in Madeira
- Provides ship and yacht registration services and ongoing management regarding vessels registered with MAR - the Madeira Shipping Register
- Provides advice and assistance offered to industrial companies looking to set up an industrial project in the Industrial Zone of the Madeira IBC to benefit from various tax advantages
- Incorporation, structuring, and administration of Madeira companies set up within the Services Sector of the Madeira International Business Centre
- Registration of vessels, yachts and ships
- Management of shipping companies
- Specialist advice regarding the use of Madeira's Industrial Free Trade Zone
- Day-to-day company administration including opening and operating bank accounts, issuing invoices, VAT management, accounting and bookkeeping services
- Advice and structuring required for individuals who wish to take use of Portugal's Golden
- Visa scheme or Non Habitual Residents regime, both interesting mechanisms for individuals.
In case of consumer litigation, the consumer may apply to the following entity responsible for alternative resolution of consumer litigations:
MEET THE TEAM
Our team of twenty legal and accounting professionals, is led by Dra Elita Amaral and Dra Suzel Camacho and specialises in making the Madeira International Business Centre accessible to businesses and their professional advisers. We would welcome the opportunity of being able to assist you or your client with your corporate structuring or personal wealth management.
Please feel free to contact any of our key team members listed below for an initial explanatory discussion without obligation.
Elita Amaral was educated in the UK and is a law graduate from the University of Lisbon where she also took a postgraduate degree in European Studies. Having started out as a legal counsel to Madeira Management, Elita was appointed director in 1995.
F: +351 291 227 144
Súzel Camacho is a law graduate from the University of Lisbon. Having started out as a legal counsel to Madeira Management, Súzel was appointed as a director in 1995, and is now responsible for matters relating to shipping and a portfolio of clients.
F: +351 291 227 144
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Madeira Management Cia Lda
Rua dos Murças, nº 15, 1º andar
T: +351 (291) 201 700
F: +351 (291) 227 144
Languages Spoken: English, Portuguese, Spanish and French
Time in Madeira is: