Entity Types

Sociedade por Quotas Lda

Stands for: Sociedade por Quotas

The Portuguese private limited company by quotas, the standard form for Portuguese SMEs and foreign-owned operating companies.

Definition

A **Sociedade por Quotas (Lda)** is a Portuguese private limited company regulated by the Codigo das Sociedades Comerciais. Its capital is divided into quotas (not shares) held by at least two members, and member liability is limited to the company's capital. Minimum capital is 1 EUR per quota, with a practical minimum of 2 EUR for a multi-member Lda, although founders typically capitalise to a level appropriate to operating cash needs.\n\nThe Empresa na Hora regime allows incorporation in a single visit to a Conservatoria do Registo Comercial counter using pre-approved name and articles. Online incorporation through Empresa Online is also available. The company must appoint at least one manager (gerente) and have a Portuguese registered office. After registration, the company must register for tax with Autoridade Tributaria, register beneficial owners in the RCBE, and open Social Security registrations for employees.\n\nA Lda pays corporate income tax (IRC) at the headline rate of 21 percent, plus municipal surcharge (Derrama Municipal) up to 1.5 percent and state surcharge on profits above 1.5 million EUR. SMEs benefit from a reduced 17 percent rate on the first 50,000 EUR of taxable income. VAT and Social Security follow standard EU and Portuguese rules. Annual accounts are filed via the IES (Informacao Empresarial Simplificada).

When you'll encounter it

You will see the Lda when researching Portuguese vendors, hiring through a Portuguese subsidiary, or relocating to Portugal under D7 visa or NHR-style residency programs. Founders often pair the Lda with personal residency for income-tax planning. Solo founders use the Unipessoal Lda variant. Service businesses, Amazon FBA operators, and remote-work agencies frequently use Lda for its low capital and EU access.

FAQ

How long does it take to form a Lda?

Empresa na Hora can complete incorporation in roughly an hour at a participating Registo Comercial office, with the company receiving its NIPC tax number, articles, and certificate the same day. Online formation via Empresa Online takes one to three business days. Bank account opening is typically the slowest step and may take a further one to two weeks, particularly for non-resident shareholders.

Can a foreigner own a Portuguese Lda?

Yes. Portuguese law imposes no nationality or residency requirements on members or managers of an Lda. Each foreign shareholder needs a Portuguese NIF (tax number), which can be obtained in person, via power of attorney, or through certain online services. The company must appoint a fiscal representative if it lacks Portuguese resident managers, particularly for tax service of process.

What is the difference between Lda and SA?

Lda is a private limited company with quotas, suited to SMEs, with very low minimum capital and simplified governance. SA (Sociedade Anonima) is a public limited company with shares, requires 50,000 EUR minimum capital, a board of directors, an auditor, and is the form for capital markets activity or large groups. Most Portuguese small businesses are Lda; Euronext Lisbon listings are SA.

References

  1. Portugal - Empresa na Hora https://eportugal.gov.pt/empresas/empresa-na-hora
  2. Wikipedia - Sociedade por quotas https://en.wikipedia.org/wiki/Sociedade_por_quotas