Single-Member Company or Private Limited Company: Opening a Business in Portugal

In short: a Brazilian can open a company in Portugal even without living there. If you are the only owner, the most common type is the single-member private limited company (sociedade unipessoal por quotas); with two or more partners, the private limited company (sociedade por quotas, Lda.). The company alone does not give you the right to live in Portugal: for that you need a visa and, later, a residence permit.

In both types of company, as a rule, the company's debts do not reach the partner's personal assets. The minimum amount to start is also low: each partner must contribute at least €1. But some rules catch many people by surprise. One person can only own one single-member company. There are short deadlines after incorporation. And, for those who want the D2 visa, a token capital gets in the way. We explain everything below, with examples.

Terms you will come across

• Quota: each partner's share in the company. It is the equivalent of the quota in a Brazilian limited liability company (limitada).
• Share capital (capital social): the money (or assets) the partners commit to put into the company when they create it.
• Manager (gerente): the person who runs the company and signs on its behalf. It corresponds to the administrator of a Brazilian limitada.
• Articles of association (pacto social): the company's founding contract, similar to the Brazilian contrato social.
• NIF: a person's tax number in Portugal, similar to the Brazilian CPF.
• NIPC: the number that identifies the company. It works as the company's tax number, similar to the Brazilian CNPJ.

Single-member company or private limited company: what is the difference

Both are governed by the Commercial Companies Code (Código das Sociedades Comerciais, CSC). The single-member company has some rules of its own (Arts. 270-A to 270-G). For everything else, it follows the rules for private limited companies (Art. 270-G).

Are your personal assets protected?

As a rule, yes. Only the company's assets are liable for its debts (Art. 197(3) of the CSC). There are two important exceptions:

• In a private limited company, each partner is liable for the contributions of all partners (Art. 197(1)). Example: Ana and Bruno open a company with €10,000 of capital, 5,000 each. If Bruno does not pay his part, Ana may have to cover it.
• In a single-member company, the owner must keep the accounts separate. Transactions between the owner and the company must be made in writing and serve the company's business. Otherwise, the transaction is void and the owner becomes liable with personal assets (Art. 270-F). If the company becomes insolvent and the owner has not respected this separation, the owner is also liable with personal assets (Art. 84).

Which one to choose

• Single-member company: for people who will work alone (consulting, technology, services) or for a Brazilian company that wants a subsidiary in Portugal. In that case, the owner of the single-member company is the Brazilian company itself.
• Private limited company: for couples or partners who share the business. Agree from the start, in the articles of association, on what happens if a partner wants to leave.

The choice can change later. A single-member company becomes a private limited company if a new partner joins (Art. 270-D(1)). And a private limited company can become a single-member company if one partner ends up with all the quotas (Art. 270-A(2)).

Share capital: the legal minimum and the prudent minimum

Since 2011, the capital amount is free (Art. 201 of the CSC), but each quota is worth at least €1 (Art. 219(3)). A single-member company can have €1 of capital, and a company with two partners, €2.

The money does not have to go in all on day one. When opening the company, the partners declare that they have already paid or that they will pay by the end of the first financial year (Art. 202(4)). For the online service, the Ministry of Justice guide says that, if the partner declares on the form that they will make the deposit, the deposit into the company account must be made within 5 days.

Why not stay at the minimum:

• Legal reserve: the law requires part of the profits to be set aside in a reserve, up to a minimum amount of €2,500 (Art. 218 of the CSC). With very low capital, the first profits stay locked in this reserve.
• Loss of half the capital: when the company's equity falls to half the capital or less, the managers must call the partners to decide what to do (Art. 35). With €1 of capital, any loss triggers this rule.
• D2 visa: the consulate assesses whether there is a real investment. A company with token capital does not help show that.

How to incorporate: Empresa na Hora or Empresa Online

There are two official routes, both run by the IRN (Institute of Registries and Notary, Portugal's registry authority):

• Empresa na Hora: in person, at a service desk, with the company created on the same day. You choose a name from a list of pre-approved names (or bring a name approved beforehand) and a ready-made template of articles of association. According to the IRN, a passport is accepted as identification, and partners who are individuals need a NIF.
• Empresa Online: over the internet. Foreigners log in with the Digital Mobile Key (Chave Móvel Digital) linked to their passport or with European authentication (eIDAS). Lawyers and solicitors can also file the application with their professional digital certificate. All partners must have an active digital signature.

People who are still in Brazil usually open the company through a lawyer, with a power of attorney, using the online route. First of all, each partner needs a Portuguese NIF.

At the end, the company receives the articles of association, the access code to the permanent certificate (the official online document that shows the company's details), the Company Card code and the company's Social Security number. The NIPC is required to open a bank account, issue invoices and sign contracts.

After incorporation: what to do and by when

1. Appoint the manager. The manager must be an individual and may or may not be a partner (Art. 252(1) of the CSC). The law does not require the manager to be Portuguese or to live in Portugal.
2. Register the start of business with the Tax Authority. According to the official guide, within 15 days, on the Tax Authority portal (Portal das Finanças).
3. Hire a certified accountant (contabilista certificado). This is an accountant registered with the professional association of accountants in Portugal. Every commercial company must keep organized accounts (Art. 123(1) of the IRC Code, the tax on company profits). Only a certified accountant can take on these accounts and sign the company's tax returns (Art. 10 of the Statute approved by Law 139/2015). Ideally, choose the accountant before opening the company.
4. Declare the beneficial owner. The beneficial owner is the individual who ultimately owns or controls the company. One of the criteria is holding more than 25% of the capital. The declaration is made in the Central Register of Beneficial Owners (Registo Central do Beneficiário Efetivo, RCBE), created by Law 89/2017. According to the official RCBE guide, the deadline is 30 days after the company is registered. The data must be confirmed every year by December 31, unless it has already been updated that year. The online declaration is free of charge.
5. Deposit the capital into the company account, within the period you declared.
6. File accounts every year. The company's profit is subject to IRC (corporate income tax) in Portugal. The manager's salary and the profits distributed to partners are taxed differently. Anyone who still has ties to Brazil should also look at the question of tax residence.

The company and the right to live in Portugal

Owning a company in Portugal does not, on its own, give you the right to live there. The company is one piece of the application. The rules are in Law 23/2007, the Foreigners Act (Lei de Estrangeiros).

• D2 visa for entrepreneurs (applied for at the consulate, while still in Brazil): granted to those who have already made investments or have funds available in Portugal and show that they will invest (Art. 60(2)(a) and (b)). The company certificate, the start-of-business declaration and the company bank statement are usually part of the application. See the list of documents on the D2 visa page.
• Residence permit (applied for in Portugal, with AIMA): for self-employed people, the law requires, among other things, that the person has set up a company, or registered the start of business as self-employed, or has a service agreement. It also requires means of subsistence and registration with Social Security (Art. 89(1)). More details on residence permit.
• Startups: those with an innovative project accepted by a certified incubator follow a different route and do not need to open the company beforehand (Arts. 60(2)(c) and 89(4)). See the article on Startup Visa and Tech Visa.

Example: Carla, a designer in Curitiba, wants to move to Lisbon and serve European clients. She opens a single-member company through a power of attorney, with capital in line with her business plan. Then she opens the company account, deposits the capital and only then applies for the D2 visa at the consulate. Opening the company without thinking about the visa often means having to redo steps.

Checklist before opening

• NIF for each partner and for the manager.
• Type of company chosen (and, for a single-member company, confirm that the partner does not already own another one).
• Company name: from the pre-approved list or with a request for approval.
• Company activities described so as to cover what it will actually do.
• Capital in line with the business plan and with the visa, if any.
• Certified accountant chosen.
• Registered office address in Portugal.

Common mistakes

• Opening a second single-member company in the same name. The law does not allow it (Art. 270-C(1)). Any interested party can ask for the companies to be dissolved (paragraph 3).
• Mixing the company account with your personal account. In a single-member company, this can make the owner liable with personal assets.
• €1 of capital with an entrepreneur visa application. It is legal, but it hardly shows an investment.
• Forgetting the RCBE or the annual confirmation. The official guide warns that failing to provide correct and up-to-date information has legal consequences.
• Opening the company before having an accountant. Deadlines start running right after registration.
• Thinking the company solves residence. Without a visa or residence permit, being a partner or manager does not allow you to live in Portugal.

• Commercial Companies Code (Código das Sociedades Comerciais), Arts. 7, 35, 84, 197, 200 to 202, 218, 219, 252 and 270-A to 270-G
• Law 23/2007 — Foreigners Act (Lei de Estrangeiros), consolidated version (Arts. 60 and 89)
• Law 89/2017 of August 21 — Legal Framework of the Central Register of Beneficial Owners
• Ministry of Justice — Guide to the Central Register of Beneficial Owners (RCBE)
• Ministry of Justice — How to create a company online
• IRN — Empresa na Hora
• IRC Code, Art. 123 (organized accounts)
• Law 139/2015 of September 7 — Statute of the Order of Certified Accountants (Art. 10)

Sene & Araújo Sociedade de Advogados team. Content prepared and reviewed by the firm's lawyers, admitted to the Brazilian Bar Association (OAB) and the Portuguese Bar Association (Ordem dos Advogados), with offices in São Paulo and Albufeira. The provisions cited were checked against the official sources listed above. Meet the team.