Which Legal Structure for Your Company in Portugal?
Audrey Marques
Consultant in business establishment & company formation in Portugal
Founder of Business Portugal, Audrey supports French-speaking entrepreneurs in setting up their company in Portugal and opening their bank account. She coordinates a network of partners (accountant, tax adviser) and points clients to the right contacts, she is neither an accountant, nor a tax adviser, nor a lawyer.
Choosing your company's legal structure is a crucial step at creation: it will have tax, social and asset-protection implications. The first mark of expertise: reason in Portuguese terminology, never in French equivalents. French structures (EI, EURL, SARL) do not exist in Portugal.
ENI (Empresário em Nome Individual)
The ENI, the sole trader, is the simplest form to set up. It suits the self-employed (those under the recibos verdes regime) and very small activities. Advantage: administrative simplicity and low costs. Major drawback: the entrepreneur is liable with their personal assets, with no separation between private and professional property.
Unipessoal Lda
The Unipessoal Lda is a single-member private limited company: one partner, but a distinct legal entity that protects personal assets. The legal share capital is €1 per partner. It is often the go-to structure for a sole entrepreneur who wants to limit liability while keeping flexibility.
Note: while the law allows €1, a share capital more consistent with the activity is often recommended for the credibility of the file (bank, partners).
Lda (Sociedade por Quotas)
The Lda is the private limited company with two or more partners. Liability is limited to contributions and the legal share capital is €1 per partner (not €5,000, an incorrect figure often repeated by mistake). It offers more organisational flexibility than an ENI and suits SMEs well.
SA (Sociedade Anónima)
The SA is aimed at larger structures or projects requiring significant capital and openness to investment. The minimum share capital is €50,000 and shareholders' liability is limited to their contributions. Its governance is more demanding: it is justified to raise funds or aim for a more institutional scale.
How to choose?
The right structure depends on the number of partners, the level of asset protection sought, growth ambitions and the manager's social regime. Business Portugal points you towards the appropriate structure and coordinates incorporation end to end; accounting is then handled by a partner Contabilista Certificado.
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