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Choosing the Best Legal Structure for a Portuguese Business
Published at 1 October 2023
Disclaimer: While the Rauva team strives to keep this information up-to-date, we always recommend seeking the advice of legal and financial professionals to assist with your unique situation.
Establishing the right legal structure is one of the first things you’ll need to do when undefined in Portugal. It ensures that the business operates within the legal framework, provides clarity on rights and responsibilities, and can influence the perception of the business in the eyes of customers, partners, and investors.
In this article, we’ll guide you through understanding the different legal structures available for Portuguese businesses and help you weigh the pros and cons of each option.
There are many forms that your business entity can take in Portugal, however these are the most common:
A Sole Proprietorship, ('Empresário em Nome Individual' in Portuguese), is a simple option for solo entrepreneurs looking to establish a business without forming a company.
It’s the simplest form of business entity, however, the entrepreneur has unlimited liability, meaning your personal assets can be used to settle business debts, and for that reason alone, it’s only worth considering choosing this type of structure if your business is very low risk.
That aside, there are other pros and cons to consider:
In comparison to other business structures, a Sole Proprietorship is suitable for small-scale ventures with very low risk. It provides ease of operation and minimal administrative burdens, making it an attractive option for those starting out. However, entrepreneurs should strongly consider the potential risks of unlimited liability and assess whether the benefits align with their business goals and tolerance for risk in the long run.
A freelancer, or independent worker, like a sole proprietor, operates without a formal business structure. They offer services (which must be from the list determined by the IRS, always check with an accountant!) based on their expertise, often in fields like writing, design, consulting, and programming, and it’s a common structure among ‘digital nomads’ working in Portugal on a D7 visa.
Freelancers are responsible for their own tax and social security contributions. They usually operate under the simplified tax regime, unless their annual income exceeds a certain threshold, and like sole proprietors, freelancers need to issue "green receipts" (recibos verdes) for their services, which serve as invoices for tax purposes.
Like with sole proprietorship, there's no legal distinction between the freelancer's personal and business assets, meaning they have unlimited liability, which again can expose personal assets to business-related risks, but this doesn’t need to be a big deal if, for instance, you don’t plan on taking out large loans to run or grow your business.
In comparison to other business structures, freelancers benefit from the independence and flexibility of their work, however, the lack of legal protection for personal assets and the potential income instability are important considerations. As a result, freelancers should carefully evaluate their financial planning, risk tolerance, and long-term goals before choosing this path.
Both Freelancers and Sole Proprietors have the advantage of simpler administrative processes compared to other business structures, however, the unlimited liability aspect can be a big concern, especially if the business faces financial challenges or legal disputes.
The Private Limited Liability Company, commonly referred to in Portugal as a 'limitada' or just ‘LDA’, is the predominant business structure in Portugal because it offers a balanced blend of liability protection and operational flexibility. To start a limitada requires a minimum of two shareholders, and their liability is confined to the capital they've invested into the company.
In contrast to other business structures, such as sole proprietorships and partnerships, the LDA is the most popular choice of legal structure in Portugal for a good reason - combining the advantages of limited liability with the capacity for growth, establishing a LDA is a win-win for most.
The Single Shareholder Private Limited Company, commonly referred to as 'Unipessoal Lda', is similar to the Lda but it allows a single shareholder to establish, own, and manage the business, combining the benefits of limited liability with the convenience of a sole proprietorship.
Compared to other business structures, the Unipessoal LDA offers a middle ground between a traditional limited liability company and a sole proprietorship. It suits entrepreneurs who might be launching a business by themselves, or who value autonomy and simplicity, while enjoying the liability protection that limited liability structures provide.
Suitable for larger businesses, an SA is a more complex business structure and generally not used by small businesses. Establishing an SA requires at least five shareholders, and like a LDA, shareholders' liability is limited to the value of their shares. This option is unsuitable for new or inexperienced entrepreneurs.
When compared to other business structures, an SA is best suited for larger enterprises seeking capital from public investors and aiming for enhanced market visibility. However, carefully research and consider the complex formation process, higher costs, and increased regulatory obligations. Smaller businesses or startups might find the SA structure overwhelming and unsuitable, and should explore simpler alternatives.
While there are more forms your business could take, such as cooperatives and different kinds of partnerships, the options listed here are the most common and one of these choices suit most entrepreneurs.
While it’s easy to recommend starting a LDA to most entrepreneurs for the compelling argument that you’ll have personal protection against any company liability, everyone has different circumstances, and there are five main factors to consider when you are deciding which legal structure is going to be the best for your business.
1. Tax implications: It is important to consider how each legal structure will impact your personal tax situation and which structure aligns with your financial goals. Always speak to a tax professional before deciding.
2. Liability protection: Understanding the level of personal liability you’ll face under each legal structure is crucial, as it can protect your personal assets in case of any unforeseen circumstances. This is an important consideration and one that, more often than not, results in deciding that establishing a ‘Limitada’ or limited company is the better option.
3. Ownership and control: Different business structures offer varying degrees of control over decision-making processes, as well as varying levels of ownership rights. This will become a larger consideration the more owners or partners are involved in the formation of your company.
4. Operational flexibility: Some structures may provide more operational flexibility, allowing you to adapt quickly to market changes or expand your operations without significant hurdles. For this reason, it is worth defining your long term business goals prior to choosing your business structure where possible.
5. Compliance requirements: Each structure has specific compliance requirements, such as reporting obligations or mandatory audits, which must be considered when choosing a legal structure.
Finally, cost considerations are important as different legal structures have varying setup and maintenance costs. You need to analyze your budget and choose a structure that aligns with your financial capabilities.
|Legal Structure||Registration Process||Tax Implications||Liability Protection||Ownership & Management Structure||Flexibility for Future Growth|
|Sole Proprietorship||Simple and straightforward||Owner taxed personally on business income||No separation between personal and business liabilities||Owned and managed by one person||Limited potential for expansion|
|Partnership||Requires partnership agreement||Partners taxed individually on their share of profits||Each partner has unlimited personal liability||Shared ownership and management responsibility among partners||Potential for growth limited by partnership agreement|
|Limited Liability Company (LLC)||More complex registration process compared to sole proprietorship or partnership||Profits taxed at both company and individual level (pass-through taxation available)||Owners protected from personal liability||Flexible ownership structure with possibility of multiple members||Provides potential for growth through addition of members or transfer of shares|
Determining the appropriate legal structure for your Portuguese business is an important decision that will impact your company's trajectory. Each legal structure has unique advantages and disadvantages, making it essential to carefully evaluate your business goals, risk tolerance, and long-term aspirations before making a final choice. Company structures can be changed at a later date, however the process can be complex, expensive, and time-consuming.
Whether you opt for the simplicity of a Sole Proprietorship, the independence of a Freelancer status, the balanced protection and flexibility of a Private Limited Liability Company (LDA), the convenience of a Single Shareholder Private Limited Company (Unipessoal Lda), or the ambitious growth potential of a Public Limited Company (SA), the decision should be based on a holistic understanding of your business's needs and context.
Take into account factors such as tax implications, liability protection, ownership and control, operational flexibility, and compliance requirements when making your decision. Consult with legal professionals who specialize in Portuguese business law to ensure that your choice aligns with legal regulations and your business objectives.
Ultimately, your chosen legal structure will serve as the foundation upon which your business operates, grows, and achieves its ambitions within the Portuguese business landscape. With careful consideration and the right guidance, you're on your way to establishing a successful and legally sound business in Portugal.