Foreigners can open a Unipessoal LDA in Portugal without holding Portuguese residency or EU citizenship. The process requires a Portuguese tax number (NIF), a single shareholder, a minimum share capital of €1, a registered Portuguese address, and a certified accountant. Registration is typically completed within 1 hour to 5 business days through Empresa na Hora or Empresa Online.
Portugal has become one of Europe’s most attractive jurisdictions for foreign entrepreneurs, and the Unipessoal LDA (Sociedade Unipessoal por Quotas) is the most popular legal structure for solo founders, freelancers, digital nomads, and remote business owners looking to operate within the EU.
This guide explains exactly how foreigners can open a Unipessoal LDA in Portugal, including requirements, steps, costs, taxes, and common mistakes to avoid.
What Is a Unipessoal LDA in Portugal?
A Unipessoal LDA is a Portuguese single-shareholder limited liability company. It allows one person — Portuguese or foreign, resident or non-resident — to own 100% of a Portuguese business entity while enjoying limited liability protection.
Key characteristics include:
- One shareholder only (individual or corporate)
- Minimum share capital of €1
- Limited liability protection (personal assets are shielded)
- Separate the legal personality from its owner
- Access to the Portuguese and broader EU market
- Eligibility for entrepreneur visa pathways, such as the D2 visa
The Unipessoal LDA differs from a regular LDA in that it has a single shareholder instead of two or more, making it ideal for solo entrepreneurs.
Can Foreigners Open a Unipessoal LDA in Portugal Without Residency?
Yes. Foreigners can open a Unipessoal LDA in Portugal without being Portuguese residents and without holding EU citizenship. Portuguese commercial law does not require shareholders or directors of an LDA to live in Portugal.
However, non-EU/EEA citizens must appoint a fiscal representative in Portugal for tax purposes if they do not reside within the European Union. EU/EEA citizens are exempt from this requirement.
Requirements for Foreigners to Open a Unipessoal LDA
Before starting the registration process, foreign entrepreneurs need to gather:
- Portuguese Tax Number (NIF) — required for the shareholder and the company
- Valid identification — passport or national ID card
- Fiscal representative — mandatory for non-EU/EEA residents
- Approved company name — via the National Registry of Legal Entities (RNPC)
- Registered Portuguese address — physical or virtual office
- Articles of association (pacto social) — drafted in Portuguese
- Certified accountant (Contabilista Certificado) — legally mandatory for all Portuguese companies
Step-by-Step: How Foreigners Can Open a Unipessoal LDA in Portugal
Step 1: Obtain a Portuguese Tax Number (NIF)
The NIF (Número de Identificação Fiscal) is the foundation of any business activity in Portugal. EU citizens can apply directly at a Finanças office. Non-EU citizens must designate a fiscal representative.
The NIF itself is free, but representative services typically cost €80 to €150.
Step 2: Choose and Approve Your Company Name
There are two paths:
- Pre-approved name from the official RNPC list — free and instant
- Custom name submitted to RNPC — €75 fee, approval in 1 to 3 business days
The chosen name must be unique and cannot conflict with existing trademarks or registered companies.
Step 3: Draft the Articles of Association
The pacto social must specify:
- Company name and registered office address
- Business activity and corresponding CAE code
- Share capital and shareholder identification
- Management structure and directors’ powers
- Distribution of profits
Step 4: Open a Portuguese Business Bank Account
Since the 2017 reform, depositing share capital before incorporation is no longer mandatory — owners can deposit it within the first financial year. Still, most foreign-owned companies open a business account early to handle operations and receive payments. Some entrepreneurs use fintech alternatives such as Wise Business or Revolut Business.
Step 5: Register the Company
Foreigners can register a Unipessoal LDA through two main channels:
- Empresa na Hora (“Company in an Hour”) — in-person, same-day registration at designated offices nationwide. Cost: approximately €360. Although speedy, this process does not allow for tailor-made company bylaws that reflect the investor’s true needs, nor does it allow for choosing the company’s legal name.
- Standard route — engaging a lawyer who will guide you through the incorporation of a tailor-made company.
Step 6: Register with the Tax Authority and Social Security
After incorporation, the new company must:
- File a Declaração de Início de Atividade with Finanças within 15 days
- Register with Segurança Social (Social Security)
- Begin VAT filings if revenue thresholds apply
- Notify other authorities depending on the activity (e.g., licensing bodies)
Step 7: Hire a Certified Accountant
Portuguese law requires every company to have a Contabilista Certificado (TOC).
Taxes for a Unipessoal LDA in Portugal
A Unipessoal LDA is subject to:
- Corporate Income Tax (IRC) — 18% standard rate; reduced rate of 17% on the first €50,000 of taxable profit for SMEs (5% or 13,3% in Madeira)
- Municipal Surcharge (Derrama) — up to 1.5%, depending on the municipality
- State Surcharge — applies progressively on taxable profits above €1.5 million
- VAT (IVA) — 23% standard, with reduced rates of 13% and 6% for specific goods and services. Lower rates apply in Madeira.
Dividends paid to a non-resident shareholder are generally subject to a 28% withholding tax, though this rate can be reduced under double-taxation treaties.
Advantages of a Unipessoal LDA for Foreigners
- 100% foreign ownership permitted with no nationality restrictions
- Limited liability — personal assets remain protected
- Very low minimum share capital (€1)
- Full access to the European single market
- Eligibility for the D2 entrepreneur visa, supporting residency applications
- Faster and simpler than a multi-shareholder LDA
- Compatible with Portuguese tax incentive schemes where applicable
Common Mistakes Foreigners Should Avoid
- Skipping the fiscal representative requirement (triggers fines and blocked filings)
- Underestimating mandatory ongoing accountant costs
- Choosing the wrong CAE code for the business activity
- Missing the 15-day deadline for the activity declaration
- Confusing a Unipessoal LDA with a sole proprietorship (Empresário em Nome Individual), which does not offer limited liability
- Setting share capital at €1 without considering credibility and bank requirements
FAQs: Foreigners Opening a Unipessoal LDA in Portugal
How long does it take to open a Unipessoal LDA in Portugal? Through Empresa na Hora, the company can be incorporated within 1 hour. Online registration usually takes 1 to 5 business days. Including NIF acquisition and bank setup, the full process typically takes 2 to 4 weeks for foreigners.
What is the minimum share capital for a Unipessoal LDA? The legal minimum is €1, but accountants commonly recommend a range of €1,000 to €5,000 to enhance credibility with banks, suppliers, and clients.
Can a Unipessoal LDA help me get a Portuguese visa? Yes. Owning a Unipessoal LDA can support a D2 entrepreneur visa application when paired with a viable business plan and proof of investment or activity in Portugal.
Do I need to live in Portugal to run my Unipessoal LDA? No. The company can be managed remotely. However, becoming a director may trigger personal tax residency or social security obligations depending on your circumstances.
Is the Unipessoal LDA the same as a sole proprietorship? No. A sole proprietorship (Empresário em Nome Individual) does not provide limited liability and exposes personal assets. A Unipessoal LDA is a separate legal entity that protects the owner’s personal wealth.
Can a foreign company own a Unipessoal LDA in Portugal? Yes. The single shareholder of a Unipessoal LDA can be either an individual or a foreign corporate entity, subject to standard documentation and legal representation requirements.
Conclusion
Foreigners can quickly and affordably open a Unipessoal LDA in Portugal without holding Portuguese residency. With a minimum share capital of just €1, full foreign ownership rights, and registration possible in as little as one hour through Empresa na Hora, Portugal remains one of Europe’s most accessible jurisdictions for foreign entrepreneurs.
Working with a fiscal representative and a certified accountant from day one ensures full compliance with Portuguese tax and corporate law, allowing foreign founders to focus on growing their business in the EU market.
This article is for informational purposes only and does not constitute legal or tax advice. Foreigners considering opening a Unipessoal LDA in Portugal should consult a Portuguese lawyer or certified accountant for guidance tailored to their specific situation.
Miguel Pinto-Correia holds a Master Degree in International Economics and European Studies from ISEG – Lisbon School of Economics & Management and a Bachelor Degree in Economics from Nova School of Business and Economics. He is a permanent member of the Order of the Economists (Ordem dos Economistas)… Read more
