In short: an Estonian private limited company (OÜ) and a Portuguese sociedade por quotas (Lda) are both limited-liability companies that one person can own. They differ in the capital rules, in how a quota changes hands and in when the company's profit is taxed — and the Portuguese rate falls each year from 2026 to 2028. This page sets the facts of both side by side from the official texts; it does not say which is better for you.
The facts side by side
- The company and its owners
- Estonian OÜ: One founder with one share is a valid company (Commercial Code § 148(1)); a shareholder is not personally liable for the company's obligations (§ 135(2), (3))
- Portuguese Lda: Only the company's assets answer to its creditors for its debts, unless the contract makes a partner also liable up to an amount (Commercial Companies Code, art. 197(3) and 198); the partners are jointly liable for all contributions agreed in the contract (art. 197(1)); a single-member company (sociedade unipessoal por quotas) is formed by one partner, a natural or legal person, who holds the whole capital (art. 270-A(1))
- Capital
- Estonian OÜ: Share capital in euros (Commercial Code § 136); the smallest share has a nominal value of one cent (§ 148(1))
- Portuguese Lda: The amount of the capital is freely fixed in the company contract (art. 201); no quota may have a nominal value below one euro (art. 219(3))
- Transfer of a quota
- Estonian OÜ: Notarised; the notary sends the notice to the register within two days (Commercial Code § 149)
- Portuguese Lda: In writing (art. 228(1)); an assignment has no effect towards the company until the company consents, unless it is between spouses, between ascendants and descendants or between partners (art. 228(2)); it takes effect towards the company once communicated to it in writing or recognised by it (art. 228(3))
- Yearly filing
- Estonian OÜ: Annual report within six months after the end of the financial year (Commercial Code § 179)
- Portuguese Lda: Not covered by the official texts used here
- How company profit is taxed
- Estonian OÜ: Corporate income tax is paid when profit is distributed; no income tax is paid on profit while it stays in the company — see how Estonia taxes company profit
- Portuguese Lda: Corporate income tax (IRC) at 19 percent for tax periods starting in 2026, 18 percent for those starting in 2027 (Law 64/2025, art. 2(2) and (3)) and 17 percent from 2028 (Corporate Income Tax Code, art. 87(1); Law 64/2025, art. 3); a small or medium-sized enterprise whose main activity is agricultural, commercial or industrial pays 15 percent on the first 50 000 euros of taxable income, subject to the EU de minimis rules (art. 87(2) and (3))
- VAT number
- Estonian OÜ: An Estonian VAT number is an EU VAT number that customers can check in VIES
- Portuguese Lda: Portugal is a member state of the European Union
This is general information, not tax advice: in Estonia the tax becomes due when profit is distributed, and LexorCorp Global does not provide tax advice. The rule and its official sources are in the guide How Estonia taxes company profit.
What each route requires
- Estonia. Customer due diligence by the service provider, a registered address in the commercial register and, if the company's address is abroad, a contact person in Estonia (Commercial Register Act § 24). A ready-made company or a formation at a notary needs no e-residency.
- Portugal. A company contract that fixes the capital (Commercial Companies Code, art. 201), quotas of at least one euro each (art. 219(3)), and the company's consent to most assignments of a quota (art. 228(2)).
How an Estonian company is obtained
- Choose the route: a ready-made company that already exists, a new company formed at a notary or by power of attorney, or online formation with an e-residency card.
- Order online and pay by card; the order form shows the total before you pay.
- Identification. As a provider licensed by the Estonian Financial Intelligence Unit (FIU000117) we identify every client first.
- Signing at a notary in Tallinn, by a power of attorney signed in your country, or digitally on the online route.
- Register entry and documents in PDF by email.
Documents
For an Estonian company you are asked for an identity document and proof of address of the board members and beneficial owners; on the remote route a power of attorney signed before a notary in your country, as a rule with an apostille.
Prices of the Estonian routes
- ready-made company: €900 Registered address and contact person service for one year are included. in person, €1,200 remote; with a VAT number €1,150 and €1,450;
- new company: €950 Registered address and contact person service for one year are included. in person, €1,250 remote;
- online formation for an e-resident: €950 Registered address and contact person service for one year are included..
The Estonian notary fees and state fees, the registered address and the contact person for the first 12 months are included in these prices. We do not form Portuguese companies, and this page states no Portuguese register fee.
Timeline
The Portuguese texts used here set no number of days for the register's entry, and for Estonia this page states none either: the time depends on the notary's appointment, on customer due diligence and on the register. A ready-made company already exists, so only the transfer has to be done.
Limits of this comparison
- It compares formation, capital, share transfer, yearly filing and the company's own tax rate, not the tax result for you: where a company is taxed depends on where it is managed and where its owner lives. If you will run an Estonian company from Portugal, see Estonian company run from Portugal.
- The Portuguese corporate income tax has more rates and surcharges than this page names, among them the state surcharge (derrama estadual, art. 87-A); whether one applies is a question for a Portuguese tax adviser.
- Opening a bank or payment account is decided by the bank or payment institution in both countries.
- The Portuguese figures are those of the consolidated texts on the day they were read (22 October 2026) and can change.
Related service
If the Estonian route fits, start with the ready-made company packages or the list of companies for sale; ready-made or new compares the two Estonian routes.
Official sources
- Portugal: Código das Sociedades Comerciais (Decreto-Lei 262/86), art. 197, 198, 201, 219, 228 and 270-A; Código do IRC, art. 87 and 87-A; Lei 64/2025, art. 2 and 3 — Diário da República, consolidated texts read on 22 October 2026;
- Estonia: Commercial Code §§ 135, 136, 148, 149 and 179, Commercial Register Act § 24 — Riigi Teataja; company data — e-Business Register.
This guide is general information, not legal or tax advice for your specific situation.
Sources are named in the text, without links. To see which of our services your company needs, open the Business Navigator.