Choosing a legal status in Portugal: ENI, Lda Unipessoal, Lda, SA (2026)

ENI (Empresário em Nome Individual) is the Portuguese equivalent of the French sole proprietorship. No share capital required, fast registration with Autoridade Tributária (AT) and Segurança Social. The NIF (Número de Identificação Fiscal) is mandatory, and the CAE code (Classificação Portuguesa das Atividades Económicas) identifies the activity. ENI is often preferred for freelancers, consultants, service providers, and craft activities launching solo. The founder is jointly and personally liable on their personal assets.

The simplified category B regime (rendimentos empresariais e profissionais) is the most-used fiscal option among ENIs. It applies a flat coefficient to turnover to determine taxable profit: 15% for commerce and industry, 75% for services and liberal professions, 35% for hospitality and restauration, 95% for intellectual property income. The result is then subject to IRS (Imposto sobre o Rendimento das Pessoas Singulares) per the Portuguese progressive scale: 13.25% up to €8,059, then progressive brackets up to 48% beyond €81,199 (2025 rates, after 2024 reform).

The simplified regime ceiling is €200,000 annual turnover. Beyond, transition to contabilidade organizada (real accounting) is mandatory with real-profit declaration and expense deduction. The simplified regime presents a net advantage for activities with low professional expenses (consulting, intellectual services) as the 75% coefficient is generally more favorable than real-expense deduction. For high-expense activities (wholesale, transport, restauration), contabilidade organizada is more advantageous.

Sociedade Unipessoal por Quotas (Lda Unipessoal) is the Portuguese equivalent of the French EURL. Created in 1996, it allows a single partner to benefit from limited liability without minimum share capital constraint (free capital since 2011, in practice often €1 to €5,000). Creation is very fast via Empresa na Hora service (1 hour at a dedicated counter) with administrative cost reduced to approximately €360. Lda Unipessoal registers at Registo Comercial.

Classical Sociedade por Quotas (Lda) requires two partners or more, with free share capital (in practice often €5,000 to €50,000). Each partner holds quotas representing their capital share, and liability is limited to contribution. Statutes (estatutos) can include specific governance clauses (preemption rights, differentiated voting, preferential distribution). Registration is done at Registo Comercial after notarial statute deposit.

Fiscally, Lda Unipessoal and classical Lda are subject to IRC (Imposto sobre o Rendimento das Pessoas Coletivas) at the standard 21% rate. A reduced 17% rate applies to the first profit bracket (€15,000 in 2025, planned to rise to €25,000 in 2026 per the Finance Law). For SMEs and businesses in interior zones (interior do país), an even more reduced rate of 12.5% applies on the same bracket. Derrama municipal (local tax, 1.5% average) adds. Derrama estadual (3% beyond €1.5M profit) only concerns large companies.

Dividends paid to individual partners are subject to IRS in category E (capital income) at the 28% flat liberation rate. Total fiscal (IRC + dividends) reaches approximately 41 to 43% of pre-tax profit by applicable IRC rate. For non-resident shareholders, a 25% withholding tax (or reduced conventional rate per bilateral tax treaty) applies. A Lda director (Gerente) must affiliate to Segurança Social as an independent worker.

• Lda Unipessoal: free capital, 1 partner, limited liability
• Classical Lda: free capital, 2+ partners, customizable statutes
• Standard IRC 21%, reduced 17% on first bracket (12.5% interior)
• Municipal derrama ~1.5%, state derrama 3% beyond €1.5M
• Dividends IRS category E — 28% flat liberation rate
• Empresa na Hora creation: 1 hour, ~€360

Portuguese TSU (Taxa Social Única) combines in a single rate the social contributions: 23.75% employer-borne and 11% employee-borne, i.e. 34.75% of gross salary total. This simplicity is one of the structuring advantages of the Portuguese system: no separate sickness, retirement, unemployment, family contributions — a single levy covering everything. TSU funds the general Segurança Social regime (Estado), distinct from the independent workers regime.

For independents (ENI, Lda Unipessoal Gerente), Segurança Social contributions are calculated on quarterly declared income, at 21.4% of relevant income for service activities and 25.2% for buy-resell activities. A 12-month exemption period is granted the first year for new independents (from the 13th month, standard contributions apply). Relevant income is calculated at 70% of declared turnover (base regime), with possible upward adjustment (up to +25%) or downward (up to -25%) on request.

SA (Sociedade Anónima) requires a minimum capital of €50,000 (of which 30% paid up at creation) and at least 5 shareholders (except for unipersonal SA, created in 2006, allowing a single shareholder). Governance obligations are heavier: board of directors or supervisory board, mandatory annual audit (Revisor Oficial de Contas) if exceeding certain thresholds, account publication at Registo Comercial. SA is used for large Portuguese companies (PT Multimédia, Galp Energia, Jerónimo Martins) and structures preparing IPO (Euronext Lisbon).

Other specific forms complement the offering. The Portuguese Cooperativa is governed by the Código Cooperativo and benefits from preferential taxation (IRC reduced to 22.5% for category A activity cooperatives). Empresa Pública Local exists for municipal-participation structures. Empresas de Inserção (insertion companies) benefit from specific IEFP (Instituto do Emprego e Formação Profissional) aids. For startups, the « Startup » label issued by the Portuguese government opens access to several schemes (Tech visa, €200M fund, preferential stock-option taxation).

RFAI (Regime Fiscal de Apoio ao Investimento) grants an IRC tax credit of 25% of eligible investments, capped at 5% of payroll (up to €15M). Eligible investments cover tangible assets (machinery, industrial equipment, activity premises) and intangible (patents, licenses, know-how). RFAI is stackable with other schemes within the de minimis ceiling (€300,000 over 3 years). For SMEs in interior zones (Beira, Alentejo, Algarve, Azores, Madeira), the rate is raised to 35%.

The Madeira regime (Zona Franca de Madeira, ZFM) offers a reduced IRC of 5% for companies located there and conducting eligible activities (information technology, international services, maritime portfolio management). Strict conditions: local job creation (between 1 and 6 by sector), minimum initial investment (€75,000 to €1M by activity), real economic substance in Madeira. This regime is validated by the European Commission within regional-aid regimes (RUP status — Outermost Region).

The IFICI regime (Incentivo Fiscal à Investigação Científica e Inovação) targets since 2024 researchers, scientists, and innovation professionals becoming new fiscal residents in Portugal. It offers a flat 20% taxation on category B income (services) for 10 years for eligible beneficiaries. The exact perimeter (sectors, qualifications) is being defined by AICEP. This regime replaces the NHR/RNH abolished in 2024 and remains attractive for tech, research, and innovation profiles.

For exporters, SIFIDE (Sistema de Incentivos Fiscais à Investigação e Desenvolvimento Empresarial) is the French CIR equivalent: IRC tax credit of 32.5% on R&D expenses (base) + 50% on incremental, annual cap €1M. AICEP Portugal Global agency freely supports exports to Lusophone markets (Brazil, Angola, Mozambique) and the « Portugal Sou Eu » programme subsidizes collective pavilions at international fairs.

The BoostPro IA « Choose my legal status » module covers the four main Portuguese forms and orients by profile (solo vs team, available capital, sector, transfer or fundraising ambition). The personalized report (€29, 10 minutes) compares projected taxation over 3 years under several turnover scenarios, integrates the optimal fiscal regime (IFICI, RFAI, SIFIDE by profile), and identifies ENI → Lda switching thresholds.