You cannot simply stop. The company keeps costing until you close it
Of everything in a Portuguese company’s life, this is the step most often done by not doing it. The business winds down, the invoices stop, attention moves elsewhere — and the entity carries on existing, accruing obligations, with a named person still attached to it. Closing it properly costs €255 in registry fees. Not closing it costs more than that in the first year, and the law is written so that the manager, not the tax authority, has to prove they were not at fault.
Article 24 reverses the burden of proof
Most writing about closing a company treats it as an administrative chore. The reason to treat it as something else sits in the General Tax Law, and it is about who has to prove what.
Administrators, directors, managers and anyone else exercising administration or management functions — expressly including those who do so only in fact, without the title — are subsidiarily liable towards the company and jointly liable between themselves.
General Tax Law, Article 24(1)For debts whose generating event occurred during the mandate, or whose payment deadline ended after it, liability requires that the insufficiency of the company’s assets resulted from the manager’s fault — and the burden of proving that fault lies with the tax administration.
Article 24(1)(a)Here the position inverts. For debts whose payment or delivery deadline ended during the exercise of the office, liability is avoided only if the manager proves that the failure to pay is not attributable to them. Portuguese commentary describes this as the exceptional limb of the article, precisely because of that reversal.
Article 24(1)(b) — the one that mattersThe regime extends to members of supervisory boards and statutory auditors where the breach resulted from failure in their supervisory functions. For certified accountants, since a 2021 amendment, liability requires proof of a wilful breach of the duties of technical regularisation or of signing declarations and financial statements.
Article 24(2) and 24(3)Read that second limb again in the context of walking away. Every filing period that passes while the company still exists and you are still the gerente is a period in which a payment deadline falls due on your watch. If it is not met, the question is not whether the authority can prove you were at fault. It is whether you can prove you were not — years later, about a company you had stopped thinking about.
Closing it today against leaving it a while longer
The registry fee is fixed and published. The cost of waiting is not, because it is mostly accounting that continues whether or not anything happens.
What each act costs, from the registry’s own table
Additional costs apply to urgent requests and to filings made more than two months after the shareholders’ resolution. The online service is available for sociedades por quotas and sociedades anónimas. Payment is by multibanco reference, within five days of submitting.
What actually happens, and in what window
The procedure is more forgiving than people expect on timing and less forgiving than they expect on being complete.
By minutes, private document or public deed. From that resolution you have two months to file the registration; after that the filing still works but costs more. This is the one deadline people miss, and it is missed by treating the resolution as the end rather than the start.
On registration the company enters liquidation immediately but keeps its legal personality — it still exists, still files, still has obligations. The members of the administration become the liquidators, which is a change of role rather than an exit from it.
Completing outstanding transactions, settling liabilities and distributing whatever remains to the shareholders. Liquidation must be concluded within two years of the dissolution, extendable by up to one year by shareholder decision.
This is the act that ends the legal person. Where there is nothing left to settle and the shareholders are unanimous, immediate extinction collapses steps two to four into a single act at a single fee.
The registry communicates the dissolution and liquidation to the tax authority and to social security by itself. But the cessation of activity must still be notified to the tax authority within three months of registering the closure of liquidation. Both of those statements are true, which is why people get it wrong.
The loose ends that surface a year later
None of these is difficult. All of them are easy to skip once the company feels finished, and each one is capable of producing a letter.
- Update the beneficial ownership register so it reflects the extinction
- Terminate contracts and internal documents that reference the company
- Tell your bank, and close the account rather than letting it sit
- Cancel licences and authorisations the company held
- Notify clients and suppliers, in writing, with a date
- File the cessation of activity with the tax authority within three months
- That the registry filing does everything — it does some of it, not all
- That a dormant company has no obligations because it has no revenue
- That stopping the bank account stops the filings
- That the gerente stops being the gerente by resigning informally
- That records can be discarded once the company is gone
The last one is worth a sentence of its own. Extinction ends the company; it does not end the obligation to be able to answer questions about the years it existed. Keep the accounting records, the minutes and the filings where you can find them, for as long as the tax years remain open to review.
Where these figures come from
- Instituto dos Registos e do Notariado — the published fee table for dissolution and liquidation: dissolution €170 online and €200 in person; dissolution with appointment of liquidator €244.38 and €287.50; closure of liquidation €170 and €200; dissolution and closure together €255 and €300; immediate extinction €255 and €300. Additional costs for urgent or late filings.
- Same source — the two-month window to file after the resolution, the two-year liquidation period extendable by one year, the retention of legal personality during liquidation, and the three-month deadline to notify cessation of activity after registering closure.
- General Tax Law, Article 24 — subsidiary liability of members of corporate bodies. Paragraph 1(a) places the burden of proving fault on the tax administration; paragraph 1(b) requires the manager to prove that non-payment was not attributable to them. Paragraphs 2 and 3 cover supervisory bodies and certified accountants, the latter as amended in 2021.
Registry fees are set administratively and can be revised, so check the current table before budgeting. The monthly accounting figure in the calculator is yours to set: we have defaulted it low on the assumption of a genuinely dormant company, which is the generous assumption for the case against closing.
What people ask when the company has stopped trading
What does it cost to close a Portuguese company?
The registry fees are published. Immediate extinction, or dissolution together with closure of liquidation, costs €255 online and €300 in person. Dissolution alone, or closure of liquidation alone, costs €170 online and €200 in person. Dissolution with appointment of a liquidator costs €244.38 online and €287.50 in person. Urgent requests and filings made more than two months after the shareholders’ resolution cost more.
Can I just stop filing and let the company lapse?
No, and this is the expensive misunderstanding. A company that exists has obligations whether or not it trades, and the obligations do not switch off because you stopped using it. Worse, Article 24 of the General Tax Law makes managers subsidiarily liable for tax debts, and for debts whose payment deadline fell during their time in office the burden of proof is reversed: it is for the manager to prove the non-payment was not attributable to them.
How long does liquidation take?
The registry gives you a window rather than a deadline to hit. Liquidation must be concluded within two years of the dissolution being registered, extendable by up to one year by shareholder decision. Where there is nothing left to settle, immediate extinction collapses the whole thing into a single act.
What is the difference between dissolution and extinction?
Dissolution starts the process. On registering it, the company enters liquidation immediately but keeps its legal personality, and the members of the administration become liquidators. Extinction is the end: it happens on registering the closure of liquidation, after pending business is finished, debts paid and any remaining assets distributed.
Do I still have to tell the tax authority?
Yes, and this trips people up because part of it is automatic and part is not. The registry communicates the dissolution and liquidation to the tax authority and to social security by itself. But you must still notify the cessation of activity to the tax authority within three months of registering the closure of liquidation.
What else has to happen after the registration?
Update the beneficial ownership register, terminate contracts, tell your bank, cancel licences and authorisations, and notify clients and suppliers. None of these is expensive; all of them are the kind of thing that gets forgotten once the company feels finished and then surfaces a year later.
Close it deliberately, once
Send us the company and what is left in it. You will get the route that applies, the registry fee at cost, the filings still outstanding and a realistic date. If there is a reason to keep the entity alive, we will say that instead — but if the plan has changed, closing it on purpose is cheaper than every alternative, including doing nothing.