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Projeto de Internacionalização

   
 

PORTUGAL – BENEFICIAL OWNERS NEW LEGAL REGIME

What changes:

(i) Portuguese Companies shall keep an internal registry of (i) their shareholders, (ii) the individual(s) who own the shares of the company and (iii) of all those who exercise effective control over the company.

(ii) Legal entities with a Portuguese Tax-Payer Number shall register their Beneficial Owners at a government database

As a result of the implementation process of the Directive (EU) 2015/849 Of the European Parliament and of the Council, of 20 May 2015, on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, Portugal has approved the Beneficial Owners Legal Regime. The Ordinance implementing this new regime was published in August 2018 (Ordinance 233/2018, of August 21), but the database which it refers to was only fully launched in February 2019.

In addition, the deadlines established by this regime are coming to an end on April 30, 2019, for corporate entities, and June 30, 2019 for the remaining legal entities.

Given the approaching deadlines, in this newsflash we refer to some important changes resulting from the RCBE:

(i) Scope of applicability

This regime is applicable, in general, to all legal entities with a Portuguese Tax Payer Number (NIPC).

The following are excluded from this regime: diplomatic missions, international organisations of public nature, administrative and regulatory entities, companies whose shares are admitted to trading on a regulated market, consortiums and complementary group of companies and certain condominiums.

(ii) Beneficial Owner definition for this purpose

For the purposes of this Law, the Beneficial Owner is:

a) the individual, or individuals, who ultimately own or control, through direct or indirect ownership, a sufficient percentage of the shares or voting rights or ownership interest in that entity (being considered an indication of ownership, a shareholding, by an individual, directly or indirectly, of more than 25 % of the company);

b) the individual, or individuals, who control that entity through other means or

c) after having exhausted the possible means above, the individual(s) who hold the position of senior managing official(s).

(iii) Internal registry obligation

One of the obligations created by the RCBE is the “internal” registry obligation, which is only applicable to companies.

According to this obligation, companies shall keep a register containing the full identification of:

a) its shareholders,

b) the individual(s) who own, directly or through third parties, the shares of the company and

c) who, through any means, exercises effective control over the company.

For the purposes of this obligation, the Law clearly identifies the people and/or entities that shall be identified in such registry and does not use the term “Beneficial Owners”. This means that this obligation shall cover more people and/or entities than the definition of Beneficial Owners.

(iv) Registry of Beneficial Owners at government database

The other main obligation created by the RCBE is the “external” registry obligation.

This means that non-corporate entities, such as associations and foundations are also subject to this “external” registry obligation.

This registry includes the full details concerning:

a) the person making the registry,

b) the entity,

c) its shareholders,

d) its Beneficial Owners.

(v) Deadlines, penalties and authorised entities

The “internal” registry obligation became effective on November 20, 2017 and failure to comply with it is an administrative offence, punishable by a fine of € 1.000,00 to € 50.000,00.

As to the “external” obligation, for entities registered (i.e. having been issued a Portuguese Tax Payer Number) until October 1, 2017, they shall execute the registry in the online database until:

a) April 30, 2019, for commercial entities;

b) June 30, 2019, for remaining entities (namely, associations and foundations).

Entities registered after October 1, 2018 shall execute the registry within 1 month of their official registry in Portugal.

The “external” registry can be executed by the entity (or its representative, provided that they have a digital certificate), or by lawyers, notaries or solicitors (solicitadores). For companies registered after October 1, 2017, this obligation can also be executed by their certified accountants, at the time of submission of the initial activity statement.


29-03-2019  
 

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