Sociedade por Quotas
Private Limited Company (quota-based)
The most common Portuguese company form for small businesses. Its capital is divided into quotas, one per owner, rather than tradeable shares. The single-owner version is the Unipessoal Lda. Minimum capital is one euro per quota.
A sociedade por quotas is the Portuguese company form most small businesses use, usually written as Lda. It gives you limited liability, like any company, but its ownership works differently from the share company most people picture.
Quotas, not shares
A sociedade anónima (SA) is the share company: its capital is split into ações (shares), they transfer relatively freely, and you need 50,000 euros to start. It is built for companies that take on investors.
A sociedade por quotas works the other way. Its capital is divided into quotas, and the rule is one quota per owner (sócio), not a pile of tradeable units. Your share of the company is simply the value of your quota against the total capital: a 30,000 euro quota in a company with 100,000 euros of capital is 30 percent. There is no share count, just that ratio. The minimum capital is one euro per quota, so an Lda can be started with almost nothing.
The single-owner version is the sociedade unipessoal por quotas, the Unipessoal Lda: one owner, one quota, the whole company.
Bringing in a partner
Because there are no shares, you cannot "issue" more of them. To bring in a new owner you either:
- Split your quota and transfer part of it to the new owner. The total capital stays the same; your percentage drops by what you hand over.
- Increase the capital, with the new owner paying in for a new quota. This dilutes the existing owners unless they also pay in.
Both routes normally need the other owners' consent and a formal, registered act, which is more friction than transferring shares in an SA. That friction is deliberate: the Lda is designed for a small, stable group of owners who know each other, not for an ownership structure that changes with every funding round. The day a Unipessoal Lda takes on a second owner, it drops the "Unipessoal" and becomes a plain sociedade por quotas, governed by Article 270-D CSC.
What it means for your obligations
Every Lda, including a one-owner Unipessoal Lda, has to keep organized accounting with a contabilista certificado, record its owners' decisions in a livro de atas, and appoint at least one gerente to manage and represent it. The quota structure is the ownership side; these are the running obligations that come with being a company rather than a sole trader.
Frequently asked questions
What is a sociedade por quotas?
It is the most common Portuguese company form for small businesses, usually written as Lda. Its capital is divided into quotas rather than shares: each owner (sócio) holds one quota, and your stake in the company is the value of your quota against the total capital. The single-owner version is the sociedade unipessoal por quotas, the Unipessoal Lda.
Does an Lda have shares?
No. Shares (ações) belong to the sociedade anónima (SA), the other Portuguese company form, where capital is split into freely transferable shares and the minimum capital is 50,000 euros. An Lda has quotas instead: one per owner, not a stack of tradeable units. A quota can be transferred, but usually only with the other owners' consent and through a formal, registered act.
How do I bring a new partner into an Lda?
Two ways, and neither is 'issuing shares'. You can split your own quota and transfer part of it to the new owner, which keeps the total capital the same but reduces your percentage. Or the company can increase its capital and the new owner pays in for a new quota, which dilutes the existing owners unless they pay in too. Both normally need the other owners' agreement and a registered act. When a Unipessoal Lda takes on a second owner, it drops the 'Unipessoal' and becomes a plain sociedade por quotas.
What is the minimum capital for an Lda?
One euro per quota, so one euro for a single-owner Unipessoal Lda and two euros for a two-owner company. This is far below the 50,000 euros required for a sociedade anónima (SA), which is one reason most small businesses use the Lda form.
Related terms
The person who manages a Portuguese Lda and represents it legally. Their appointment and pay are decided by the owners and recorded in an ata. Even an unpaid gerente triggers a minimum Social Security contribution.
Contabilista CertificadoCertified AccountantA certified accountant registered with the Ordem dos Contabilistas Certificados (OCC). Required by law for companies and for sole proprietors on the normal regime, but not for the simplified regime.
NIPCNúmero de Identificação de Pessoa Coletiva · Company Tax NumberPortugal's 9-digit tax identification number for companies and legal entities, the corporate equivalent of a personal NIF.
Livro de AtasBook of MinutesThe official record where a Portuguese company logs the decisions of its owners. Every company must keep one, including a single-owner Unipessoal Lda. It can be a physical book or a digital one, and it is the legal proof that a decision was actually made.