 | | | | | Single partner limited companies |
Main features:
Founding and modification
A single partner company has only one partner, natural or legal person, holding the entire share capital.
A single partner limited company can result from:
a) One single partner takes control of all the capital of a private limited company;
b) Conversion from a limited liability sole proprietorship;
c) The founding of a totally new single partner limited company.
The business name must include the term "sociedade unipessoal" or word "unipessoal" before "Limitada" or "Lda".
The sole partner of a single partner limited company can convert the company into a multiple partner private limited company by:
a) Splitting and selling off part of the shareholding;
b) Increasing the share capital with a capital contribution from a new partner.
Applicable regulations
Single partner limited companies are governed by legislation that also governs private limited companies.
Impact of single partnership
A natural person can only be the partner of one single partner limited company.
The partner of a single partner limited company cannot be member of another single partner limited company.
Any interested party can apply for the administrative winding up of the company if any of the abovementioned regulations are infringed. In such an event, however, the registrar can grant a 30-day extension for the company to remedy the situation and comply with regulations. This period may be extended for a further 90 days on the request of the interested party.
Partners´ decisions
The sole partner shall exercise the powers conferred upon general meetings, and may, in particular, appoint managers.
The partner´s decisions that are identical in nature to resolutions adopted at a general meeting must be recorded in minutes and signed by the partner.
Relations between the partner and the company
Any contracts entered into by the sole partner and the company must:
a) Work to implement the company´s object;
b) Comply with the legally established form and must always be in writing;
b) The respective documents must be attached to the management report and the financial statements.
Infringement of this rule causes any contracts entered into to be declared null and void and the partner to be held unlimitedly liable.
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