What documents are required for the legalization of business transactions in Portugal

Bulgaria and Portugal are both parties to the 1961 Hague Convention abolishing the requirement of consular legalisation. Accordingly, Bulgarian public documents bearing an apostille affixed in Bulgaria are recognised in Portugal without any further consular authentication, and vice versa. The apostille certifies the authenticity of the signature, the capacity in which the signatory has acted and the seal or stamp – but not the content of the document. In Portugal, apostilles are issued by the Public Prosecutor’s Office (Procuradoria-Geral da República) through a specialised service, with publicly announced service addresses.

Official translation is a separate step. In order to be valid before Portuguese registries and authorities, the translation must be certified in Portugal by a notary, solicitor/solicitador, registry official (IRN) or recognised chamber of commerce and industry; if done by a “qualified translator,” their signature is certified before one of these authorities. This follows IRN practice and regulations (e.g., Decree-Law No. 237/2001).

Competent Authorities for Apostille in Bulgaria and Portugal

In Bulgaria, the competent authorities for issuing apostilles are: the Ministry of Justice (for judicial and notarial acts), NACID (for educational documents), regional administrations (for municipal acts), and the Ministry of Foreign Affairs (for other administrative documents). The explicit list is published by the Hague Conference on Private International Law.

n Portugal, the competent authority is the Procuradoria-Geral da República (Attorney General’s Office), which, through its apostille service in Lisbon and other units, accepts and issues apostilles for public documents (ministries, courts, registries, notaries, municipalities, etc.).

Incorporation and Registration Documents of the Company

For any corporate transaction in Portugal – whether the establishment of a branch, participation in a public tender, acquisition of shares or assets, or the conclusion of a commercial agreement – the key issue is proving the legal status of the company. Portuguese institutions – such as the Commercial Registry (Conservatória do Registo Comercial), banks, courts or administrative authorities – will require official documents confirming the existence of the company and its representative authority.

The most commonly requested documents include:

• Certificate of Good Standing from the Bulgarian Commercial Register, certifying that the company is duly incorporated, active and identifying its lawful representatives.
• Articles of Association or Deed of Incorporation, proving the company’s legal form, structure and the powers of its governing bodies.
• Resolutions of the General Assembly or the management body, expressly authorising a representative to conclude a specific transaction or to perform a certain legal act.

These documents are public in nature and in Bulgaria are provided with the relevant apostille by the competent authority, after which they must be accompanied by an official translation into Portuguese (or another language accepted by the specific authority in Portugal, usually English or French). Without an apostille and a certified translation, the documents will have no legal effect before the Portuguese authorities.

Registry services in Portugal are administered by the IRN (Instituto dos Registos e do Notariado) – a centralised body that combines the functions of civil registration, commercial registration and notarial services. Through the IRN, companies are incorporated, amendments to articles of association, directors and shareholders are registered, and foreign documents are recognised. This is the primary channel through which access to the Portuguese business environment is provided.

• Empresa na Hora (“Company in an Hour”) – allows investors to register a company literally within a day at a one-stop shop, using pre-approved articles of association and standardized procedures. This is particularly suitable for Bulgarian companies that want to enter the market quickly and start operating without lengthy bureaucratic obstacles.
• Empresa Online – enables the online incorporation of companies using an electronic signature. The service saves both time and costs and is also available to foreign investors, provided that they have an authorised representative with a Portuguese electronic certificate.

These two regimes are a unique feature of the Portuguese legal framework and represent a competitive advantage of the jurisdiction compared to other European countries. For Bulgarian investors, this means that market entry can take place within significantly shorter timeframes by combining pre-prepared and duly legalised documents from Bulgaria with Portugal’s accelerated registry procedures.

Practical tip: To ensure the process runs as smoothly as possible, it is advisable for documents from Bulgaria (certificate of good standing, articles of association, resolutions) to be prepared, apostilled and translated in advance before scheduling the date for incorporation in Portugal. This enables the IRN or the Empresa na Hora service to process the application immediately and register the company without additional delays.

Commercial and Investments Agreements

Every international transaction is based on a written contract defining the rights and obligations of the parties. In the context of investments and corporate transactions between Bulgarian and Portuguese companies, these are typically contracts for the transfer of shares or equity, contracts for the purchase of real estate, agency and distribution agreements, loan agreements, framework agreements or joint venture arrangements.

All these documents are private in nature, which means that before they can be submitted for legalisation and use in Portugal, they must be notarised in Bulgaria.

This certification ensures that the signatures have been placed by the actual parties to the contract, that their declarations of intent have been made consciously  and voluntarily, and the document has the necessary probative value. Without notarial certification, an apostille cannot be affixed, since the apostille only confirms the authenticity of the notary’s signature and seal, but cannot legalise the underlying private contract if it has not been formally notarised.

The next step is the affixing of an apostille by the Ministry of Justice of the Republic of Bulgaria, as this is the competent authority in respect of notarially certified private documents. The apostille ensures the international recognition of the contract as an official act.

Immediately afterwards, the contract must be translated into Portuguese (or, if the authority allows, into English), and the translation must be certified in accordance with the requirements of Portuguese law. This means that the translation cannot be done by just any translator, but must be certified by a notary, solicitor (solicitador), registry official (IRN), or a recognized chamber of commerce and industry. If the translation is done by an independent translator, their declaration of accuracy must also be certified by one of these authorities.

These formalities are extremely important. Only a properly certified, apostilled, and translated contract can be accepted as evidence by Portuguese courts, banks, or government authorities. For example:

• When transferring shares in a Portuguese company, the IRN will refuse registration if the documents are not properly legalized.
• When purchasing real estate, a notary in Portugal will require the contract to be translated and legalized to ensure that the parties are duly authorized.
• When applying for a bank loan, the contract will be analyzed by the bank’s legal department and may be considered invalid if it is not legalized.

Interesting Highlight: In Portugal, the notarial system is closely integrated with the commercial and property registers. This means that notaries not only certify contracts but also directly file documents for registration with the relevant registries (for example, the Conservatória do Registo Comercial or the Conservatória do Registo Predial). For Bulgarian investors, this is an advantage, as once a contract has been legalised and translated, it can be registered in Portugal swiftly and without unnecessary intermediary procedures.

Practical Tip: When preparing commercial and investment contracts for transactions in Portugal, it is advisable to include a clause on applicable law and arbitration/jurisdiction within the text of the agreement. If the contract is to be used before Portuguese institutions, Portuguese law is often chosen, as this facilitates its registration and enforcement. Nevertheless, in cross-border transactions another applicable law (such as Bulgarian law) may be agreed. In such cases, however, it becomes even more important to ensure that the contract is duly legalised.

Powers of Attorney and Proof of Representative Authority

In international commercial and investment practice, the issue of proving representative authority is of central importance. When a Bulgarian company wishes to be represented by a local lawyer or agent in Portugal – whether for signing a contract, participating in negotiations, filing documents with the commercial register, or completing a property transaction – the most important document is the power of attorney.

For a power of attorney issued in Bulgaria to be recognised in Portugal, it must undergo several key steps:

• Notarial certification in Bulgaria – the identity and signature of the principal must be verified. For transactions requiring a higher level of formality (for example, the transfer of real estate or company shares), the notarial certification must be in full form, with the document being read aloud before the notary.
• Apostille from the Ministry of Justice – since the power of attorney is a notarially certified private document, the competent authority for issuing the apostille is the Bulgarian Ministry of Justice. The apostille certifies the authenticity of the signature and seal of the Bulgarian notary.
• Certified translation for Portugal – the power of attorney must be translated into Portuguese (or, in rare cases, into English or French if the institution accepts it). The translation must be certified in Portugal. Certification may be carried out by a notary, lawyer (solicitador), registry officer (IRN), or a recognised chamber of commerce. If the translation is performed by an independent translator, their declaration of accuracy must be certified before one of these authorities.

In the practice of the IRN (Instituto dos Registos e do Notariado), the requirement is that a power of attorney must be exceptionally clear as to the scope of representative authority. This means that it must expressly state whether the representative is authorised:

• to sign contracts of a specific type (for example, a property purchase or participation in a partnership);
• to carry out registration actions before the Conservatória do Registo Comercial;
• to open and manage bank accounts;
• to file tax returns and communicate with the Portuguese administration.

The form of the power of attorney is of particular importance in transactions requiring a higher level of legal certainty. For example:

• Real estate – in the purchase and sale of property in Portugal, the power of attorney must be in notarial form, as the Portuguese notary is obliged to verify that the attorney has explicit and sufficiently clear powers.
• Transfer of shares/equity – the IRN requires an express clause granting this authority. A lack of specificity may lead to refusal of registration.
• Banking operations – when opening accounts or carrying out financial transactions, Portuguese banks apply strict KYC and AML requirements. They do not accept powers of attorney with vague wording (“to represent me everywhere”), but look for clear and precise statements of authority.

Interesting highlight: In Portugal, the solicitador – a professional with powers somewhere between a lawyer and a notary – often certifies translations and signatures on documents, including powers of attorney. This is a peculiarity of the Portuguese system that can expedite the legalisation and recognition of Bulgarian powers of attorney.

Practical tip: Bulgarian companies should prepare their powers of attorney as specifically as possible and avoid broad or ambiguous formulations. It is advisable to consult a Portuguese lawyer or notary in advance regarding the wording of the power of attorney, so as to avoid the risk of refusal or additional requirements at the time of registration of the transaction.

Financial Documents and Banking Requirements (KYC/AML)

Portuguese banks and investment intermediaries apply strict Know Your Customer (KYC) and anti-money laundering (AML) procedures. The standard documentation package usually includes audited annual financial statements, bank references, certificates confirming the absence of public liabilities, documents evidencing the origin of funds, and identification of the ultimate beneficial owners.

In Portugal, for the opening of bank accounts, execution of contracts and payments, an NIF (Portuguese tax identification number) is often required for individuals and companies participating in transactions within the country. Guidance and information on obtaining an NIF are available on official government websites.

Tax Documents and Application of Double Tax Treaties

For income derived from Portugal (dividends, interest, royalties, services), the application of treaty benefits requires a valid certificate of tax residence of the recipient and evidence of beneficial ownership. Portuguese payers and financial institutions may request additional supporting materials relating to economic substance and KYC in order to comply with their tax and regulatory obligations.

The practical rule is clear: without a valid tax residence certificate, along with evidence of entitlement to the income and absence of abuse of rights, the application of treaty relief is considered high-risk and is frequently refused. Procedural guidelines are published by the Portuguese tax administration and must be coordinated with the payer and/or the competent tax directorate.

Judicial and Administrative Documents

When Bulgarian companies participate in various procedures in Portugal – whether public tenders, licensing regimes or court proceedings – judicial and administrative documents acquire particular importance. They serve to demonstrate the company’s legal status, its financial discipline, and the absence of legal impediments to participating in transactions or projects.

1. Judicial documents

Among the most frequently required judicial certificates are:

• Certificate of absence of pending proceedings against the company or its directors – often required in public tenders to prove that the company is not subject to insolvency proceedings or litigation that could endanger its solvency.
• Copies of court decisions – e.g. decisions registering corporate changes, rulings on ownership or corporate disputes that may affect a transaction in Portugal.
• Certificate of a final conviction or judgment – necessary when proving the clean legal record of representatives or where certain disputes have been definitively resolved.
• Insolvency or liquidation documents – relevant when it is necessary to prove that the company is not subject to insolvency or liquidation proceedings in Bulgaria.

These documents are issued by Bulgarian courts or the Registry Agency and, in order to have legal effect in Portugal, must be affixed with an apostille from the Ministry of Justice (the competent authority for judicial acts).

2. Administrative documents

Depending on the sector of investment or activity, different administrative certificates are often required, such as:

• Licences and permits – issued by specialised authorities such as the Energy and Water Regulatory Commission, the Financial Supervision Commission or the Bulgarian National Bank, where the investment concerns regulated sectors.
• Certificates from the National Revenue Agency (NRA) confirming the absence of tax liabilities – a mandatory document when applying to participate in public tenders in Portugal.
• Certificates of registration of trade marks or patents – where the transaction involves the transfer of intellectual property rights.
• Administrative certificates from municipalities – such as building permits or certificates of ownership in real estate transactions

All such documents, being public acts, are legalised by an apostille issued by the Bulgarian Ministry of Foreign Affairs (where they originate from administrative bodies), and subsequently provided with a certified translation into Portuguese.

3. Translation and certification

The IRN (Instituto dos Registos e do Notariado), which administers registry services in Portugal, explicitly states that foreign documents can only be accepted if translated and if the translation is certified. This can be done in two ways

• directly in Portugal – by a notary, lawyer (solicitador), registry officer, or recognised chamber of commerce;
• through the Portuguese consulate in Bulgaria, which certifies the translation.

In practice, this requirement is strictly enforced – for example, when registering corporate changes in a local company or when recognising a court decision, the court will refuse to proceed if the translation is “unofficial”.

4. Practical significance

The absence of properly legalised judicial and administrative documents can have serious consequences, such as:

• refusal to participate in a public tender due to the failure to present a certificate of no outstanding liabilities or pending proceedings;
• blockage of a licensing procedure if a licence or permit from Bulgaria is not duly recognised;
• rejection of judicial evidence in Portuguese proceedings due to the absence of an apostille or certified translation.

Official Translations: Language Regime and Certification

The official language in Portugal is Portuguese (for the administration and registers) and, exceptionally, some authorities may accept documents in English, French or Spanish. However, for registration acts, a Portuguese translation is generally required.

Certification may be carried out by a notary, lawyer (solicitador), registry officer, or a recognised chamber of commerce. Where the translation is made by an independent translator, their declaration of accuracy must be certified before one of these authorities.

In Portugal, there is no system of permanently appointed “sworn translators” by means of a national examination; instead, legal validity is achieved through the certification of the translation.

Step-by-Step Procedure: From Bulgaria to Portugal

• Identify the type of document (public/private).
• For private documents (contracts, powers of attorney), ensure notarial certification of the signatures in Bulgaria.
• Obtain an apostille from the competent Bulgarian authority, depending on the type of document.
• Arrange for a certified translation in Portugal (or through a Bulgarian/Portuguese consulate), in accordance with the guidance of the IRN and the receiving institution.
• Submit the complete set of documents to the relevant Portuguese registry/bank/authority (IRN/Conservatória, tax administration, court, etc.), together with supporting evidence and a designated contact for correspondence.

Costs, Deadlines and Organizational Tips

The fees and deadlines for apostille certification and certified translations vary depending on the issuing authority and the volume of documents. In Portugal, it is also possible to use accelerated registrations services (e.g. Empresa na Hora), which can have a direct impact on the transaction schedule. Plan ahead and agree on the language of the translation with the specific institution (registry, bank, tax authority) to avoid resubmissions.

Conclusion

The legalisation of documents for corporate transactions in Portugal rests on a clear three-step process: an apostille under the Hague Convention, a certified translation in accordance with Portuguese rules, and compliance with the organisational requirements of the IRN, the tax administration and the banks. Strict adherence to this sequence ensures that your documents are procedurally valid and recognised, accelerates registry and banking processes, and minimises legal risks in cross-border transactions.