The Portuguese Tax and Customs Authority (AT), in Binding Ruling nº. 29716, dated 7 April 2026, has clarified the tax framework applicable to the appointment of non-resident directors in companies with registered seat in Portugal, particularly where no remuneration is paid.
The situation analyzed in this binding ruling concerns a shareholder who is a tax resident abroad, appointed as director of a Portuguese company:
- Without receiving any remuneration, benefit or economic advantage.
- Without an employment contract or service agreement.
- Without habitual physical presence in Portuguese territory.
- With duties performed predominantly outside Portugal, essentially through remote means, communications, electronic signatures and resolutions.
The Portuguese Tax and Customs Authority is unequivocal in recognizing, strictly from a tax perspective, that a non-resident taxpayer in Portugal, even if appointed as director of a Portuguese company, does not become tax resident nor become subject to taxation in Portugal on income earned abroad, provided that no remuneration or economic benefit is received and there is no relevant presence in Portuguese territory.
This conclusion is supported because:
- The performance of directorship functions from abroad reinforces the absence of a relevant connection with Portuguese territory, under Article 16º of the Portuguese Personal Income Tax Code (CIRS).
- Non-residence remains intact if the general residency criteria under Article 16º of the Portuguese Personal Income Tax Code (CIRS) are not met (presence in Portugal for more than 183 days, whether consecutive or not, or the existence of a dwelling in conditions suggesting an intention to maintain and occupy it as habitual residence).
- The absence of remuneration is decisive in excluding any qualification as income sourced in Portugal, whether employment income or self-employment income.
- There is no basis for taxation in Portugal of employment income generated exclusively abroad.
In this context, the status of director does not alter non-resident status.
Furthermore, the absence of remuneration means that there is no income attributable to Portuguese territory, under Article 18º of the Portugues Personal Income Tax Code (CIRS), which considers as Portuguese-sourced income the remuneration of members of corporate bodies of entities with registered seat, effective management or permanent establishment in Portugal.
This understanding reinforces that, for tax purposes, economic substance prevails over legal form: the mere formal appointment as director of a Portuguese company, when disconnected from remuneration and effective presence in Portuguese territory, does not in itself create any relevant tax nexus with Portugal.
Belzuz Advogados, S.L.P. provides integrated and highly specialized advisory services in these matters through its Tax and Corporate departments, ensuring a transversal and preventive approach to the appointment and commercial registration of non-resident directors in companies with registered seat in Portugal.