private limited companies
Main features:
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| 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"." |
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| One or more members, which may be natural or legal persons. If the company only has one member then it is a Single Member Limited Company. |
No nationality requirements exist. |
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| Capital represented by quotas.
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Minimum capital: EUR 5,000.00. |
Quotas equal to or greater than EUR 100.00. |
Members' capital contributions can be in cash or other assets over which a pledge can be constituted. |
Up to 50% of capital contributions in cash can be deferred. |
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| 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. |
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| 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. |
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| 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. |
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| 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 Income: Eur 3,000,000.00; and
- Number of Employees: 50.
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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. |
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