Lda, SA, Unipessoal, Branch or Holding: Which Company Structure Fits in Portugal?

Before you register anything in Portugal you need to choose what kind of entity to create. The choice affects your liability, your costs, how easily you can bring in partners, and how you are taxed. Here are the main options in plain language.

Sociedade por quotas (Lda)

The Lda is the standard choice for small and medium businesses. Owners (called sócios) are not personally liable for the company's debts beyond their capital, and the company can have one or several owners. There is no legal minimum share capital: each quota must be worth at least €1. In practice many founders put in more so the company looks credible to banks and clients.

Sociedade unipessoal por quotas

This is an Lda with a single owner. It suits a founder who wants a company to run their activity alone, with limited liability and a clean separation between personal and business assets. It works like a normal Lda, just with one shareholder and one decision maker.

Sociedade anónima (SA)

The SA is built for larger projects: raising capital from several investors, issuing shares, or eventually listing. It requires a minimum share capital of €50,000 and, as a rule, at least five shareholders, with exceptions such as a single corporate shareholder. It also comes with a heavier governance structure, so it rarely makes sense for a new small business.

Branch (sucursal)

A branch is not a new company. It is an extension of a foreign company operating in Portugal, so there is no separate legal entity and the parent remains fully liable for what the branch does. It can be quick to set up for an existing foreign business that wants a local presence, but the lack of liability protection is a real trade-off.

Subsidiary

A subsidiary is a separate Portuguese company, usually an Lda or an SA, owned by a parent company abroad. Liability stays within the subsidiary, which is why many groups prefer it to a branch.

Holding company (SGPS)

A holding company exists mainly to own shares in other companies. Portugal has a dedicated type, the SGPS (sociedade gestora de participações sociais), which can be an Lda or an SA. Dividends and gains between group companies can benefit from specific tax rules, but conditions apply, such as a minimum holding percentage and holding period, so it should be planned with a tax advisor.

Quick comparison

• Working alone, small activity: unipessoal Lda.
• Two or more partners: Lda.
• Foreign company testing the market: branch, or a subsidiary if you want limited liability.
• Raising money from many investors: SA.
• Owning several businesses or investments: SGPS holding.

Does the structure affect visas?

It can. If you plan to use the D2 entrepreneur visa, the company and your role in it are part of the application, so it is worth choosing the structure together with the visa route rather than separately.

If you are unsure which one fits your plan, tell us what you want to build and we will recommend a structure and take care of the incorporation.

General information only. The right structure depends on your situation.