The corporate rituals a one-person company (Unipessoal Lda) can't skip

I ran companies in Sweden, Norway, and Denmark before I moved to Portugal, so writing decisions down wasn't new to me. A Swedish AB keeps minutes: you hold the meeting, note what was decided, sign it, and the signed paper goes in a folder, next to the books you keep for seven years. Simple.

What I didn't know was that Portugal has a book for it. Not a signed sheet you file away, a livro de atas, a book of minutes that the company's decisions live in. And I didn't expect my one-person Unipessoal Lda to need one at all.

On paper, that book is literal: numbered pages with a formal opening and closing note, closer to a ship's logbook than a folder of printouts. What has gone is the trip to a registry: you no longer have to legalize the book there.

A Unipessoal Lda doesn't feel like a company that needs ceremony. There's one owner, one quota (the Lda's version of a shareholding), and most days it's just you and a laptop. So when my solicitor told me I needed a document on file to take no salary as manager, my first reaction was: a document? For a decision I made on my own, about paying myself nothing? He confirmed I needed it. He didn't say how to produce it. That part I worked out myself.

The document is an ata, a record of a company decision, and it lives in that book. It's the proof a decision was actually made. No ata, no proof.

Part of my confusion was that I'd never come across a company like this before. In Sweden, the limited company a small business uses is a share company: even a one-person version has shares you can transfer, started with a small amount of capital, 25,000 kronor since 2020, a couple of thousand euros. The rules stay light while you're small and tighten only past certain thresholds: a Swedish AB doesn't even need an auditor until it crosses two of three limits on staff, turnover, and assets. One form, scaled to size.

Portugal splits that into two. The sociedade anónima (SA) is the share company you'd recognize: shares, fifty thousand euros to start, built for taking on investors. The form I actually needed is the other one, the sociedade por quotas, the Lda, and before Portugal I'd never heard of a company built this way. Its capital isn't shares, it's quotas. A quota is your slice of the company, one per owner when the company is formed, not a stack of tradeable units you hand out. Your stake is the value of your quota against the total capital, so a 30,000 euro quota in a 100,000 euro company is 30 percent. There's no share count, just that ratio.

Which is why bringing in a partner isn't "issuing shares". You either split your own quota and transfer a piece, or the company raises its capital and the new owner pays in for a new one, and either way it's a registered act. The day a Unipessoal Lda takes on a second owner, it drops the "Unipessoal" and becomes a plain sociedade por quotas.

The paperwork was the part that did carry over. Writing the sole owner's decisions down isn't a Portuguese invention, it's European: a directive on single-member companies (2009/102/EC) requires the decisions a sole member takes in place of a general meeting to be recorded in minutes or drawn up in writing. Which is why I'd been doing a version of this in Sweden without ever calling it a ritual. The company form was new to me. The minute-taking wasn't.

Most of what a small Lda has to decide is short and repeats every year:

• Approving the year's accounts, within three months of the year-end (so by the end of March for a calendar year). If every owner is also a gerente and signs the management report, the accounts and the proposal for the profit without reservations, the law doesn't require a separate resolution for it, except in companies that need a statutory auditor.
• Deciding what happens to the profit: leave it in the company, or pay it out.
• The manager (gerente) and their pay, including the decision to pay nothing.

That last one caught me, and it's the one with a price tag.

The part the "you need a document" conversation skipped is the cost. Deciding the gerente takes no salary doesn't usually mean the company pays nothing. Social Security registers a gerente once the appointment reaches the commercial registry, and even on a zero salary there's a minimum contribution of 34.75% of one IAS (€537.13 in 2026) every month. There is a way out for some unpaid gerentes. If you receive no pay of any kind from the company and either earn more than one IAS from another activity covered by a mandatory social security regime, such as freelance work or a job, or you're an old-age or invalidity pensioner, you're excluded from the gerente contribution altogether. How Social Security measures that other income is not settled, so treat it as a question for your accountant, not a given. The unpaid-manager decision and the Social Security bill are the same decision. The ata is the proof of the decision. The contribution is what it costs.

You can keep the book on paper or digitally. The digital version is legal: the law accepts electronically signed documents in place of the bound book, as long as they stay as legible and durable as paper.

If you run a one-person Lda, the practical version is small. A handful of decisions a year that need to exist on paper, one of them with a Social Security cost attached, and you can keep the whole thing digitally. My solicitor told me I needed it but not how. This is the note I wish someone had handed me.

Still deciding whether a Unipessoal Lda is the right structure for your business? Company types in Portugal: ENI, Unipessoal Lda, Lda, and SA compared covers the liability and tax trade-offs.