A Portuguese LDA comes from a private limited liability company in Portugal, also known as quota or sociedade por quotas de responsabilidade limitada. It is the most common type of business structure in Portugal, especially for small and medium sized companies.
In order to set up a Portuguese LDA, a minimum share capital of EUR 5,000 has to be provided. This capital is divided into shares and the minimum value for each share is EUR 100. Contributions can be made in cash or in kind. Half of the initial capital in cash has to be paid up prior to incorporation, while assets must be evaluated by an auditor and then paid in full.
A Portuguese private limited liability company can be set up by at least two shareholders, regardless of their nationality or residency. If only one founder decides to set up a company, the structure is called sociedade unipessoalpor quotas or SUQ. Shareholders are only liable to the extent of their contributions.
The Company Law in Portugal does not mention the obligation to form a board of directors for a Portuguese LDA. The management role can be fulfilled by a managing director who is appointed by the shareholders and he can act on behalf of the company and make decisions for the company’s interest. The director cannot however make all decisions, therefore a general meeting has to be organised from time to time.
Auditing is not compulsory for a Portuguese LDA. It is however recommended to have a supervisory board for the private limited liability company in Portugal, if the total balance sheet exceeds EUR 1.5 million in two consecutive years, if the net sales exceed EUR 3 million or the number of employees is higher than 50.
The name of a private limited liability company in Portugal must contain the word limitada or at least the letters LDA. Foreign investors can appoint a legal representative through power of attorney in order to deal with the company registration in Portugal.