NEWCO

Various types of companies can be set up in Portugal:

Sole Proprietor
Limited Company
Public Limited Company
General Partnership
Limited Partnership

The choice of company type in Portugal varies depending on several factors, such as the size of the company, its corporate purpose, the number of shareholders/partners and the amount of share capital invested.

Comparative Table of Types of Companies in Portugal

Type of Company	Shareholders (minimum)	Minimum capital (€)	Shareholder Representation	Shareholder liability	Shareholder liability
Limited Company	2 (or 1 if a sole proprietorship)	€2 (€1 if a sole proprietorship)	Shares	Limited	‘Lda’, ‘Limitada’, ‘Sociedade Unipessoal’, ‘Unipessoal Lda’ or ‘Unipessoal Limitada’
Public Limited Company	5 (1 in the case of the IBCM)	€50 000	Shares	Limited	‘S.A.’ or ‘Sociedade Anónima’
General Partnership	2	-	-	Unlimited	‘e Companhia’, when it does not list the names of all the partners separately
Limited Partnership	2 (if Simple) or 6 (if With Share Capital)	€50,000 (only if with Share Capital)	Shares (if with Share Capital)	Limited (limited partners) Unlimited (general partners)	‘em Comandita’, ‘& Comandita’, ‘em Comandita por Ações’ or ‘& Comandita por Ações’

What Types of Companies are there in Portugal?

We’ll analyze in this section the various types of companies in Portugal, highlighting the main characteristics of each type of company.

Limited Company (Ltd.)

This type of company has its share capital distributed in shares. This is the type of company most used in Portugal.

It can have one or more shareholders, which can be natural or legal persons. If there is only one shareholder, it is called a Sole Shareholder Private Limited Company.

The name of the company (business name) must end with the word ‘Limitada’ or the abbreviation ‘Lda.’. If the company has only one shareholder, the name must end with the expression ‘Sociedade Unipessoal’ or the word ‘Unipessoal’ before ‘Limitada’ or ‘Lda.’.

Shareholder liability is limited to the share capital subscribed by each shareholder. Thus, only the company's assets can be used to cover its debts. However, the shareholders are jointly and severally liable for all contributions made by shareholders who have already been excluded.

Auditing by a Chartered Accountant is not compulsory unless you exceed certain thresholds in terms of sales, number of employees, or balance sheet total.

The minimum amount for each share is €1. This type of company can be set up via the Empresa Online website or in person.

Private limited companies are managed by one or more managers.

Public Limited Company (S.A.)

Public limited companies have their share capital distributed in shares of equal value. The minimum share capital is €50,000 and its name must end with the word ‘Anónima’ or the abbreviation ‘S.A.’.

This type of company must be made up of at least five shareholders. However, there is an exception for the International Business Centre of Madeira (IBCM), where it is possible to set up a Single Shareholder Public Limited Company (only one shareholder), with registered shares.

The liability of shareholders is limited to the share capital subscribed by each shareholder, and only the company can be held liable for potential debts. This type of company offers less flexibility and is therefore geared towards medium and large companies.

Supervision by a Chartered Accountant is mandatory.

Public limited companies can be set up via the Empresa Online website or in person.

Public limited companies are managed by a Board of Directors or by an Executive Board of Directors and a General and Supervisory Board.

Holding Company (SGPS)

Holding companies (SGPS) have the sole business purpose of managing shareholdings in other companies as an indirect way of carrying out economic activities. Holding companies can also provide technical administration and management services to the companies in which they hold shares, subject to certain conditions.

Holding companies can be set up as public limited companies or as private limited companies.

This type of company must appoint and retain a Chartered Accountant from the start of its activity and must submit an annual inventory of the shares included in the financial investments on the last approved balance sheet to the Inspectorate-General of Finance.

General Partnerships

A general partnership must have at least two partners. Partners assume unlimited liability and are jointly and severally liable for the other partners.

There are no minimum capital requirements and inputs from industry can be accepted. The business name of this type of company must contain the name of at least one of the partners and, when it does not list all the individual partners, it must contain the addition ‘e companhia’ (‘and company’) in full or abbreviated.

Supervision by a Chartered Accountant is not mandatory.

General partnerships are managed by one or more managers.

Due to the liability regime, companies of this type are very rarely used in Portugal.

Limited Partnership

In Limited Partnerships there are two types of partners:

Limited partners: contribute capital, take on the management of the company, and have limited liability;
General partners: contribute goods or services and have unlimited joint and several liabilities.

Two types of Limited Partnerships can be set up:

Ordinary Limited Partnership, to which the legal provisions relating to general partnerships apply;
Ordinary Limited Partnership with Share Capital, to which the provisions relating to public limited companies apply.

The name of this type of company is formed by the name of at least one of the general partners followed by ‘em comandita’ or ‘& comandita’, ‘em comandita por ações’ or ‘& comandita por ações’.

Supervision by a Chartered Accountant is mandatory for Limited Partnerships with Share Capital.

Due to their liability regime, Limited Partnerships are very rarely used in Portugal.

Limited Partnerships are managed by one or more managers. Only general partners can be managers, unless the company's articles of association allow for the appointment of limited partners as managers.