Types of Company in Portugal 2026: Lda, Unipessoal, SA or Sole Trader?
Portugal has four main business forms: the private limited company (Sociedade por Quotas, Lda.), with a minimum of 2 shareholders and EUR 1 of share capital; the single-member private limited company (Unipessoal por Quotas), with 1 shareholder; the public limited company (Sociedade Anónima, SA), with minimum share capital of EUR 50,000; and the sole trader (Empresário em Nome Individual, ENI), with no separation between personal and business assets. The Lda. is the form most used by Portuguese SMEs because it combines simplicity, limited liability and taxation under the corporate income tax regime.
The four business forms compared
| Feature | Lda. | Unipessoal Lda. | SA | Sole trader (ENI) |
|---|---|---|---|---|
| Minimum number of shareholders | 2 | 1 | 1 (single-member) or 5+ | 1 (individual) |
| Minimum share capital | EUR 1 | EUR 1 | EUR 50,000 | None |
| Liability | Limited to the capital | Limited to the capital | Limited to the capital | Unlimited — personal assets are exposed |
| Taxation | Corporate tax (19% / 15% for SMEs) | Corporate tax (19% / 15% for SMEs) | Corporate tax (19%) | Personal income tax, category B (up to 48%) |
| Statutory auditor required | Large companies only | Large companies only | Always | No |
| Incorporation cost | EUR 220 – EUR 360 | EUR 220 – EUR 360 | EUR 575 – EUR 875+ | Free |
| Suited to | SMEs with 2+ shareholders | Freelancers and consultants | Larger companies, outside investors | Low-risk, low-volume activity |
Sociedade por Quotas (Lda.) — the most common form in Portugal
The Lda. is the form preferred by the great majority of Portuguese SMEs. Shareholder liability is limited to the value of the shares subscribed — personal assets are not exposed to the company’s debts.
Advantages of the Lda.
- Liability limited to the share capital
- Reduced corporate tax rate of 15% (art. 87(2) of the Corporate Income Tax Code, CIRC, as enacted by Law 64/2025) on the first EUR 50,000 of taxable profit (for certified SMEs)
- A clean separation between personal and business assets
- Flexibility in how profits are distributed
- Low incorporation cost (from EUR 220)
Disadvantages of the Lda.
- A minimum of 2 shareholders is required (unless it is a Unipessoal)
- Full statutory accounts are mandatory, which requires a Chartered Accountant (OCC)
- More administrative work than a sole trader
Unipessoal por Quotas — for a single owner
It works exactly like an Lda., but with a single shareholder. It is the recommended option for freelancers, consultants and independent professionals who want to separate personal from business assets and be taxed under the corporate income tax regime.
When is it worth moving from sole trader to Unipessoal?
Generally once annual profit passes EUR 30,000 to EUR 45,000. Above that threshold the effective corporate tax rate, taking the available deductions into account, is lower than the marginal personal income tax rate on category B income. Your accountant should run the numbers for your specific case.
Sociedade Anónima (SA) — for larger businesses
An SA requires minimum share capital of EUR 50,000 and a statutory auditor (Revisor Oficial de Contas, ROC). It is the right structure for companies expecting outside investors, share issues or a stock market listing. Governance is more complex and running costs are higher.
Sole trader (Empresário em Nome Individual)
A sole trader is not technically a company — it is a way of carrying on business activity as an individual without setting up a separate legal entity. There is no separation between personal and business assets: the trader is liable for the debts of the business with everything they own.
It suits low-risk, low-volume activity where there is no need to present a corporate structure to clients or suppliers. For any activity carrying real risk to personal assets, the Unipessoal Lda. is clearly preferable.
Which business form is most tax-efficient?
For most SMEs and self-employed people earning above EUR 30,000 a year, the Lda. or Unipessoal Lda. is more tax-efficient than trading as a sole trader:
- Corporate tax for SMEs: 15% (art. 87(2) CIRC, as enacted by Law 64/2025) on the first EUR 50,000 of profit, against up to 48% under personal income tax
- Dividends: taxed at a flat 28% withholding, which is efficient for shareholders on higher incomes
- Deductible expenses: a wider range of costs is accepted for corporate tax purposes than under category B of the personal income tax
→ Full guide: How to Open a Company in Portugal in 2026
Not sure which business form fits?
Hugo Ribeiro, Chartered Accountant (OCC), runs the comparison for your specific situation, including a corporate-versus-personal tax simulation. Free 30-minute diagnostic.
Book a free diagnostic →Frequently asked questions
What is the most common type of company in Portugal?
The private limited company (Lda.) is the most common form, accounting for the majority of Portuguese businesses. Where there is a single owner, the Unipessoal por Quotas is the equivalent most often used.
What is the difference between an Lda. and a Unipessoal Lda.?
The only difference is the number of shareholders: an Lda. requires at least 2; a Unipessoal has one. In every other respect — liability, taxation, accounting obligations — they work identically.
Does a sole trader pay less tax than an Lda.?
It depends on the income level. Up to around EUR 30,000 a year, personal income tax on a sole trader can be close to or below the corporate tax on an Lda. Above that figure, an Lda. or Unipessoal is generally more advantageous.
Can an SA have a single shareholder?
Yes. A single-member SA has one shareholder. It still requires minimum capital of EUR 50,000 and a statutory auditor.
Can the business form be changed after incorporation?
Yes. An Lda. can be converted into an SA and vice versa, and a sole trader can incorporate a Unipessoal. The process involves amending the articles of association or incorporating a new company, with specific tax implications your accountant should review.