Sociedade unipessoal por quotas
A private limited company with exactly one shareholder. That is what “Unipessoal Lda” on the register means.
Unipessoal is short for sociedade unipessoal por quotas: a sociedade por quotas (Lda) with a single quota-holder. The rules are in the Código das Sociedades Comerciais, articles 270-A and following.
There is one owner of the quota. That owner can be a person or another company. The firm name must include “Unipessoal” or “Sociedade Unipessoal”, so the register shows there is only one owner.
The company is a separate legal person. The shareholder’s liability stops at the capital they agreed to pay in — as long as company assets and personal assets are not mixed. If they are mixed, the limit drops and the shareholder answers for the company’s debts. Managers can also be jointly liable for certain tax and social-security debts.
Minimum share capital is €1 (one quota). At least one manager (gerente) is required, and the shareholder can be that manager. Decisions that would belong to a general meeting in a multi-member Lda are taken by the sole shareholder in writing and entered in the minutes book. Contracts between the sole shareholder and the company also have to be in writing.
A second shareholder can join later and the company becomes an ordinary Lda. The reverse is also possible.
Compared with a sole trader (empresário em nome individual), the Unipessoal has its own tax number, its own accounts, and corporate tax (IRC) instead of income tax on the business itself. A certified accountant is mandatory. So are annual accounts and the IES filing. Money the owner takes out as profit is a distribution, not a personal drawing.
Advantages
- Liability limited to the capital, as long as company money and personal money stay separate
- One owner, full control, no partner to negotiate with
- Share capital can be €1
- Separate legal person: own contracts, own tax number, and later a sale or a new partner
- Reads as a company to banks and clients, unlike a sole trader
Disadvantages
- Formalities: written decisions, minutes, annual accounts, IES
- A certified accountant and IRC compliance are fixed costs a sole trader can sometimes avoid
- Personal guarantees on loans and leases often undo the liability shield in practice
- Spending personal costs from the company account can make the shareholder fully liable
- Only one shareholder; a second owner means converting the company
General description. Not legal or tax advice. The licence and the Código das Sociedades Comerciais control.