Change of director and address of an Lda in Portugal

A new gerente of an Lda is appointed by shareholder resolution unless the articles provide another method (Art. 252(2) of the Commercial Companies Code, CSC). The shareholders may remove a gerente at any time (Art. 257(1) CSC). Appointments and removals, as well as a change of address and quota transfers, must be registered with the commercial registry within 2 months (Arts. 3 and 15 of the Commercial Registry Code, CRC). Registration makes the change public for banks, the tax authority and counterparties.

Change of gerente (director)

A gerente is an individual with full legal capacity and need not be a shareholder (Art. 252(1) CSC). The articles may require a qualified majority for removal, but where there is just cause a simple majority is always enough (Art. 257(2) CSC). A gerente who resigns notifies the company in writing, and the resignation takes effect eight days after the notice is received (Art. 258(1) CSC). The CSC sets no nationality or Portuguese residence requirement.

Documents for a change of gerente

• minutes of the shareholder resolution or the sole shareholder's decision on appointment or removal;
• the new gerente's acceptance and a statement that they know of no circumstances preventing them from holding office, where these are not in the resolution itself (Art. 252(3) CSC);
• a written resignation notice if the gerente steps down (Art. 258 CSC);
• ID document and Portuguese NIF of the new gerente;
• powers of attorney, apostille and translation for documents from Ukraine.

Holding the office of gerente gives no right to live or work in Portugal; that is arranged separately.

Change of registered office

Management may move the sede within Portugal unless the articles say otherwise (Art. 12(2) CSC). The new address must be a specific location (Art. 12(1)). The change of sede is registered with the commercial registry within 2 months (Arts. 3 and 15 CRC). A change of domicile takes effect for the tax authority only once it is notified (Art. 19(4) of the General Tax Law, LGT), so after registration we report the new address to the tax authority, the bank, the accountant and counterparties.

Change of shareholder

A quota transfer is made in writing (Art. 228(1) CSC). A sale to a third party takes effect towards the company only with its consent, except transfers between spouses, direct relatives or shareholders (Art. 228(2) CSC). Towards the company, the transfer becomes effective once notified in writing (Art. 228(3)). The company files the transfer for registration (Art. 242-B CSC), and until registration is requested the transfer has no effect towards the company (Art. 242-A CSC). If all quotas pass to one person, the Lda can become a single-member company by the sole shareholder's declaration (Art. 270-A CSC). If the ultimate beneficial owner changes, we update the RCBE declaration.

Amending the articles

Only the shareholders can amend the articles. The amendment is made in writing, and the minutes of the resolution are sufficient unless the law, the articles or the resolution itself require another document (Art. 85 CSC). In an Lda the resolution needs three quarters of the votes corresponding to the share capital, or more if the articles so provide (Art. 265 CSC).

How we work

1. You send the company name or NIPC and tell us what needs to change.
2. We check the certidão permanente and the articles: management structure, powers, transfer restrictions; then we give you the document list.
3. We prepare resolutions, acceptances, powers of attorney and translations and organise signing in Portugal or abroad with an apostille.
4. We file the changes with the commercial registry.
5. We check the new entry and list who else needs notice: tax authority, bank, accountant, counterparties, RCBE.

General information on Portuguese companies: company registration in Portugal.

Sources

• Commercial Companies Code (CSC): Arts. 12, 85, 228, 242-A, 242-B, 252, 257, 258, 265, 270-A
• Commercial Registry Code (CRC, DL 403/86): Arts. 3, 15
• General Tax Law (LGT): Art. 19

Checked on 9 October 2026.