A Portuguese Private Limited Company – Sociedade por Quotas or its abbreviation ‘Lda’ – is generally the most popular corporate vehicle for residents or foreign investors wishing to do business in Portugal. It is a convenient form of organisation for small and/or closely held enterprises, due to its simple administrative and supervisory structure.
Members of a Private Limited Company hold quotas, rather than shares, which are set out in the Articles of Association and can only be transferred by public deed. A Private Limited Company generally requires two members, however the incorporating of Private Limited Companies with a single quota holder is also permitted.
A Portuguese Private Limited Company (Lda) offers the following benefits:
- 100% foreign ownership permitted – it is possible to incorporate an Lda that is wholly owned by non-residents, whether corporate or individual;
- One shareholder and one director – a Lda can be formed by a single person who can be both the sole shareholder and the sole director. If this is the case, the Lda is required to include the word ‘Unipessoal’ (sole trader) in its title;
There is no minimum capital requirement for a Lda company or for the branch of a foreign company, but each quota of a Lda must be of at least €1.
- EU membership – Portugal is a member state of the European Union, so a Lda provides for easier commercial access to other EU member states.
The second most popular legal entity is Sociedade Anónima (SA), which is a public limited company with a minimum capital of €50,000, at least 30% of which must be paid up on incorporation. Capital is represented by freely transferable shares and at least five shareholders are required to set up a SA.
Although 100% foreign ownership is permitted, both Ldas and SAs must obtain a Portuguese taxpayer identification number and non-residents of the EU/EEA must appoint a resident tax representative.
Sovereign can assist clients with the incorporation of both a Portuguese Lda or a SA. Our concierge service includes the following services:
- Registration of the shareholder(s) at the Portuguese Tax Department
- Provision of a Portuguese fiscal number to the shareholder(s)
- Registration as the fiscal representative for the shareholder(s)
- Obtaining approval of the company name on behalf of the shareholder(s)
- Registering and obtaining a fiscal number for the new company at the National Registry of Companies (Registo Nacional de Pessoas Colectivas) in Lisbon
- Informing the Portuguese tax department of the commencement of business.
Please note, in order to incorporate or register a business in Portugal, it is necessary to indicate what both the main activity and ancillary activities (if any) will be, preferably including the Portuguese classification code. An official accountant will need to be appointed for the company and it will be required to have a registered office address.
To set up a Portuguese company, Sovereign will need to have full details of the company structure, the number of shareholders, directors and managers, as well as a draft of the Memorandum and Articles of Association of the company.
In addition to the incorporation of the company, Sovereign can also assist with:
- Opening of a company bank account
- Legal fees
- Filing of beneficial ownership details at the Registo Central de Beneficiário Efetivo (RCBE)
Incorporation will be completed using online services. Sovereign’s office in the Algarve only provides domiciliary and / or management services in special circumstances.
Provision of registered office (provided by a third party) can be arranged. The registered virtual office with basic services, such as reception and notification of correspondence, includes an App (Android) with online notifications.
ACCOUNTING SERVICES (provided by third party)
Accounting services (provided by a third party) can be arranged for payroll and other related services.
In special circumstances, a manager can be temporarily appointed to facilitate the opening of a bank account.
All fees upon request.
For more information please contact us on firstname.lastname@example.org or call telephone 00351 282340480.