Private Limited Companies (Lda.)
Main features:
Name
The business name must end with the word "Limitada" or its abbreviation "Lda".
If the company has only one member, the business name must include the term "Sociedade Unipessoal" or word "Unipessoal" before "Limitada" or "Lda"." - Name requirements
Members
One or more members, which may be natural or legal persons. If the company only has one member then it is a Single Partner Limited Company.
No nationality requirements exist.
Liability of members
Liability is limited to the share capital subscribed by each member. Members are joint and severally liable for all capital contributions of expelled members established in the articles of association.
Rights and obligations of members
Legal status of the company before registration
Capital
- Capital represented by quotas.
- Minimum capital: EUR 2.00.
- Quotas equal to or greater than EUR 1.00.
- Members´ capital contributions can be in cash or other assets over which a pledge can be constituted.
- Capital contributions in cash can be paid up until the end of the first financial year.
Management
- The company is managed and represented by one or more managers.
- Managers can be members or non-members.
- Managers are appointed in the company´s articles of association or elected (or removed from office) afterwards by resolution of the members.
- Managers must be natural persons.
- Managers can be remunerated or non-remunerated.
- Management powers encompass all acts of management and representation that assure fulfilment of the company´s object, in compliance with members´ resolutions.
Appointment, resignation and removal of managers from office
Binding the company
The articles of association establish the operating rules for management, i.e. the number of signatures required to bind the company and the associated rules.
If no provision is made in the articles of association regarding this matter, then the company is bound by the signature of the majority of the managers.
Binding the company in relation to third parties
Management liability
Managers are held liable by the company, members and third parties for damages directly caused by acts or omissions that intentionally infringe their legal or contractual duties.
Managers assume liability before a company´s creditors when the company´s assets are not sufficient to cover the respective credits and when said fact results from the infringement of their legal or contractual duties.
Managers are joint and severally liable.
Managers are subsidiarily liable for a company´s tax debts when the fact that the company´s assets are insufficient to meet the debt is attributable to them or when they cannot prove that the non-payment of tax was not attributable to them.
Legal status of the company before registration
Supervision
The appointment of a supervisory board is not compulsory. If the company has a supervisory board, it is governed by the regulations established for the same body of public limited companies.
If no supervisory board exists a statutory auditor (auditor/chartered account) must be compulsorily appointed if the company exceeds two of the three thresholds during two consecutive years:
- Balance Sheet Total: Eur 1,500,000.00;
- Total net sales and other revenues: Eur 3,000,000.00;
- Number of Employees: 50.
The appointment of a statutory auditor ceases to be necessary if two of the three requirements are not surpassed during two consecutive years.
Private limited companies may appoint a company secretary if deemed necessary.
