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In practice a Portuguese company is a sociedade por quotas, the Lda, which plays the part a private limited company or an LLC plays elsewhere. Its capital consists of quotas, its managers are gerentes, and with one owner it becomes a Unipessoal Lda, the usual shape for a sole founder or a parent holding every quota. Portuguese ready-made companies are Ldas too. Each company is registered in the commercial registry kept by the IRN, the Instituto dos Registos e do Notariado, and identified by its NIPC, and the company, each partner and each gerente hold a Portuguese tax number (NIF).
| Form | Who may own it | Liability and capital | Where it fits |
|---|---|---|---|
| Lda (sociedade por quotas) | Two or more partners, people or companies | Partners answer jointly for paying in what they agreed, then only the company’s assets answer for its debts; each quota of capital at least €1 | Most trading and service businesses with several owners |
| Unipessoal Lda | One partner, a person or a company | As for the Lda | A sole founder or a subsidiary; an individual can be sole partner of only one |
| SA (sociedade anónima) | Five or more shareholders as a rule | Capital of at least €50,000 | Bigger businesses and companies raising capital |
| Permanent representation (branch) | Not a separate company: part of the foreign company | No capital of its own; the foreign company remains the legal person | Operating in Portugal for more than a year without forming a subsidiary |
How an Lda is registered, through Empresa na Hora or Empresa Online, is set out under company formation in Portugal.
| Tax | How it applies to a Portuguese Lda |
|---|---|
| IRC, the corporate income tax | 19% for periods beginning in 2026, then 18% in 2027 and 17% from 2028 |
| SME band | Qualifying SMEs pay 15% on taxable income up to a €50,000 threshold, subject to EU de minimis aid rules, and qualifying startups 12.5% on the same slice |
| Surcharges | A municipal derrama that each municipality fixes, at most 1.5% of taxable profit, and a state surcharge of 3%, 5% or 9% that reaches only profit above a €1.5 million threshold |
| Madeira | Lower regional IRC rates and a separate 5% regime for licensed entities, explained in the questions below |
| VAT (IVA) | 23%, 13% and 6% on the mainland; a small business that exported nothing and stayed at or below €15,000 of turnover in Portugal last year may use the exemption, giving up input VAT deduction |
| Dividends paid to a foreign company | 25% withheld at source, final for a recipient with no Portuguese establishment, or 35% where it is domiciled in a listed low-tax territory; nothing where a parent in the EU, the EEA or a treaty country, itself subject to tax, has held at least 10% without interruption for a year |
| Tax treaties | About 80 comprehensive conventions in force |
Treaties may reduce the 25% for other owners, on their own conditions.
Nationality and residence do not matter for partners or gerentes, so an Lda can be wholly foreign owned and managed from abroad. The company, every partner and every gerente need a NIF, which a non-resident obtains through a representative on the tax authority’s e-balcão without appointing a tax representative. Once a tax relationship exists, someone resident outside the EU and EEA either names a tax representative in Portugal or signs up to the tax authority’s electronic notifications. Gerentes must be individuals with full legal capacity, so a company can own an Lda but cannot manage it.
Beneficial owners, anyone with more than 25% of the capital or votes or with control by other means, are declared to the Registo Central do Beneficiário Efetivo (RCBE) within 30 days of registration and of any later change. Since 1 November 2025 the RCBE is closed to the public: the IRN grants access case by case to those with a legitimate interest and logs every search. Until its declarations are in order, a company may not distribute profits or contract with the State, among other restrictions.
Every Lda keeps organised accounts, and only a contabilista certificado may sign its accounts and the returns drawn from them. For a calendar-year company the main dates are the IRC return (Modelo 22) by the end of May, the IES annual return and the registration of the accounts by 15 July, and the yearly RCBE confirmation by 31 December, which may go in with the IES. An Lda without a supervisory board needs a statutory auditor, the revisor oficial de contas, only after passing two of three thresholds in two consecutive years: €1.5 million of balance sheet, €3 million of net sales and other income, and 50 employees on average. Where a company files neither accounts nor income tax return for two years running, the registry opens an administrative dissolution.
Portuguese banks open a company account on the registry certificate or the access code to the online permanent certificate, the card or document showing the NIPC, the RCBE declaration or its code, and identification of each representative, often with a Portuguese tax number. The fully online routes of the large banks are built around Portuguese digital identity, a Cartão de Cidadão and a Chave Móvel Digital, and one also expects a single gerente living in Portugal, while at least one bank asks companies to come to a branch with originals or certified copies. Company deposits are covered by the Fundo de Garantia de Depósitos up to €100,000 per bank, and accounts carry a PT IBAN. Each bank’s list is under bank accounts for Portuguese companies.
The state’s own services make a new Lda straightforward: the IRN describes Empresa na Hora as a constitution completed at a single counter in one session, and Empresa Online serves partners with Portuguese digital identification. A new company starts with articles written for its business and no past to verify. An off-the-shelf company in Portugal, also sold as a ready company or a shelf company, fits partners who can neither attend a counter nor sign digitally, a counterparty that looks for an earlier registration date, or owners who need an existing NIPC and permanent certificate before settling anything else. As two years without activity can lead to dissolution, what it offers is a record of accounts and returns filed on time rather than seniority. See company formation in Portugal, ready-made shelf companies in Portugal and our note on aged shelf companies.
We form new Ldas and supply ready-made ones. On either route we prepare the articles or the quota transfer and partners’ resolutions, the appointment of gerentes and the registry and RCBE filings. We also help put the bank application together, and if we know a suitable bank through a working contact, we can introduce the company to it, with the bank alone deciding whether to open the account.
Ask for the access code to its permanent certificate, the certidão permanente, which is the online version of the company’s record in the commercial registry. Whoever holds the code can read the current partners, gerentes, capital, seat, business object and every fact registered since the company was formed. The NIPC identifies the company throughout, and banks often work from the same code instead of a paper certificate. Beneficial owners are recorded separately, in the RCBE.
Mainly scale. An Lda divides its capital into quotas, can have one partner as a Unipessoal Lda, needs no capital beyond €1 per quota, and its partners may pay their contributions as late as the end of the first financial year. An SA divides its capital into shares, needs €50,000 of capital or more and, as a rule, five shareholders, and its cash contributions are deposited at a bank before the contract is signed. Most founders choose the Lda.
Yes, in two ways. An ordinary Lda seated in Madeira registers as on the mainland but pays the regional IRC rate, 13.3% in 2026, or 10.5% on income up to a €50,000 threshold if it is a qualifying SME. The 5% rate is a separate regime: it needs a licence for the Zona Franca da Madeira, granted by 31 December 2026, and then applies until 31 December 2033 within ceilings tied to the number of jobs, on conditions about jobs, investment and, for trade and services, income from non-residents.
Yes. A Unipessoal Lda may have a company as its single partner, so a foreign parent can hold every quota, and that parent needs a Portuguese identification number of its own. Two limits remain: the gerentes must be individuals, and no Unipessoal Lda may be the single partner of a further Lda. Without a subsidiary, a group active in Portugal for over a year registers a permanent representation.
Describe the partners, the gerentes and what the company is for, and we will tell you whether a new Lda or one of the ready-made Ldas we can offer suits the plan. Contact us, or send a message by Telegram or WhatsApp to +48 663 247 166.