Almost every company Portuguese freelancers create is the same thing: a sociedade unipessoal por quotas - a single-member private limited company. It’s the “Unipessoal Lda” you see in company names - and it’s probably what you’d end up with if you decided to open a company.
This article explains what it actually is, the special rules it comes with, and the tax trap almost nobody mentions before you open one.
What it is, in plain words
A unipessoal is a private limited company with a single shareholder - you. The company is a legal person separate from you: it has its own tax number, its own assets and its own accounts. You own the single share (from 1 €) and are usually also the gerente (director) - the one who signs and answers for the company.
In practice, it’s the solo version of the Lda: you open it the same way, on Empresa Online, from 220 €, and the word “Unipessoal” becomes a mandatory part of the company name.
The rules that only exist for the unipessoal
There are three special rules worth knowing before you open one:
The second rule catches many people off guard: renting your car to the company, selling it your laptop, lending it money - all of that is “business between the sole shareholder and the company”. Without a written document that serves the company’s purpose, the deal is void and your limited liability disappears exactly when you need it most.
And if a second shareholder joins one day? No drama: the company becomes a normal Lda and “Unipessoal” drops out of the name. The reverse path exists too.
What does NOT change because it’s single-member
Being small and having one owner earns no discount on obligations. The unipessoal is a full Lda: mandatory certified accountant, Modelo 22 and IES every year (even at zeros), director’s Social Security, certified invoicing software. The running costs are here - in short: rarely below 1,500 €/year dormant, ~9,000 €/year active.
The trap nobody mentions: fiscal transparency
Here’s the part that should be written at the entrance of the Empresa Online form.
If your activity is on the art. 151 CIRS list of professions (programmers, designers, consultants, architects, translators…) and more than 75% of the company’s income comes from that activity, your unipessoal is, most likely, a “sociedade de profissionais” - and falls under the fiscal transparency regime (article 6 of the CIRC). The law also requires that, for more than 183 days of the tax year, the company has no more than 5 shareholders and at least 75% of the capital belongs to professionals who exercise the activity through the company itself - conditions a freelancer’s single-member company working the whole year through the company normally meets.
What that means, concretely:
- The company’s taxable profit is imputed directly to your IRS in the year it’s generated - declared in Anexo D, and taxed at your progressive IRS rates, as if you’d earned it personally.
- This happens even if the money never leaves the company. “Leaving profit inside at 15% IRC” doesn’t exist here: a transparent company pays no IRC on its profit - you pay, immediately.
- In return, when you later distribute those profits, you don’t pay a second time (no 28% dividend tax either) - they were already taxed at imputation.
Take Marta, a programmer whose unipessoal computed 30,000 € of taxable profit:
For Marta, the unipessoal is, tax-wise, almost the same as freelancing - but with a mandatory accountant, director’s Social Security and Modelo 22. The worst of both worlds, if tax was the only motivation.
So who is it for?
For people whose reasons aren’t tax - or whose activity is outside the art. 151 list:
- Commercial activity. Pedro sells handmade lamps online: he buys materials, holds stock, has supplier contracts. Selling products is not an art. 151 list activity - transparency doesn’t apply, and the 15% IRC on retained profit is real. Besides, if a batch turns out faulty, it’s the company that’s liable.
- Limited liability that matters. Activities with a real risk of damage or debt benefit from separating assets (with the director-liability exceptions we’ve explained).
- Team and scale. Hiring employees, premises, seeking investment - the company format is what banks, suppliers and investors expect.
- Clients that require a company. Some contracts (especially large B2B) are only signed with companies.
Warning: the classic mistake is opening a unipessoal “to pay less tax” as a professional on the art. 151 list. The result: fiscal transparency (you pay IRS anyway) + the fixed costs of an Lda (accountant, director’s SS, filings). If the motivation is purely tax, do the simplified-regime maths first - that’s almost always where the arithmetic wins.
In summary
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Unipessoal Lda = an Lda with a single shareholder. Special rules: one per person (CSC art. 270-C) and contracts with yourself always in writing (art. 270-F) - violations cost you the deal’s validity and your limited liability.
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For professionals on the art. 151 list, fiscal transparency changes everything: profit is imputed to your IRS (Anexo D) whether distributed or not - no 15% IRC, no retention advantage; in return, later distribution isn’t taxed a second time.
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It makes sense for business reasons (products, risk, team, B2B contracts), not for taxes. If you work alone providing services, recibos verdes remain unbeatable - and FIZ handles certified invoicing and the quarterly VAT and Social Security declarations automatically.
