Unipessoal Lda.: The Single-Member Company in Portugal

If you are starting a business on your own in Portugal, you will quickly meet the Sociedade Unipessoal por Quotas, better known as Unipessoal Lda. It gives a solo founder the same protection and credibility as a multi-partner company.

What is a Unipessoal Lda.?

It is a private limited company (Lda.) whose capital is held as a single quota by a single partner. The partner can be:

• an individual, resident or not; or
• a company, Portuguese or foreign — a common way for an existing business to open a Portuguese subsidiary.

The company is a separate legal person. Its debts are its own, and the partner's liability is limited to the capital they contributed.

Unipessoal Lda. vs standard Lda.

A Unipessoal Lda. can later become a standard Lda. by bringing in new partners, and vice versa.

Unipessoal Lda. vs sole trader (ENI)

Many freelancers weigh a Unipessoal Lda. against working as a sole trader (empresário em nome individual). The key differences are liability (unlimited for a sole trader) and tax (personal income tax for a sole trader, corporate tax plus tax on dividends or salary for a company). Our Lda. vs sole trader comparison covers the trade-offs in detail.

Rules specific to single-member companies

• One Unipessoal per individual — an individual can be the sole partner of only one Unipessoal Lda. (article 270.º-C of the Commercial Companies Code). If you already own one, a second company needs a different structure, for example a second partner or ownership through a company.
• No chains of Unipessoal companies — a Unipessoal Lda. cannot be the sole partner of another Unipessoal Lda.
• Contracts with yourself — transactions between the company and its sole partner must be in writing and in the company's interest.
• Separate finances — keep the company's money strictly separate from your own. Mixing them can put your limited liability at risk.

How to register a Unipessoal Lda.

The process is the same as for any Lda.: NIF, name approval, articles of association, filing with the Commercial Registry, then tax, Social Security and RCBE registration. Our partner lawyers handle every step for you — see how registration works.

Is a Unipessoal Lda. right for you?

It's usually a good fit if you:

• run the business alone but want limited liability;
• expect profits high enough that corporate tax plus dividends beats personal income tax;
• need a company to sign contracts with larger clients or to open a corporate bank account;
• plan to bring in partners or investors later.