The transparency register in the 4th AML directive in Portugal

The Directive was implemented recently by means of Law 58/2020, which came into force on 1 September 2020.


Shareholders of a legal entity are bound to provide the relevant information on the beneficial owner and, if applicable, on its respective Portuguese tax representative to the entities and communicate any change to the information provided. If shareholders fail to provide the information on the UBO to the legal entity, the legal entity is allowed to demand the relevant information from the shareholder. If the shareholder fails, without justification, to provide the information required by the legal entity, the legal entity is allowed to amortise the shareholding(s) held by the non-compliant shareholder.
These rules apply to commercial companies as well as to the remaining entities subject to the RCBE Regime with the "required adjustments".


Legal entities must file and keep the relevant information on the UBO up to date with the RCBE, confirm the information on the UBO in the annual declaration, keep an internal register of the UBO, and shareholders of the legal entities are obliged to provide the UBO information to the entity. Notwithstanding legal entities not being expressly obliged to actively inquire into the identity of the UBO, legal entities that fail to comply with their obligations regarding the UBO risk facing sanctions.
These rules apply to commercial companies as well as to the remaining entities subject to the RCBE Regime with the "required adjustments".

A UBO template form has been adopted, with an online platform named Registo Central de Beneficiário Efetivo (RCBE) having been set up via which UBO submissions are made.

The legal entity.

5. Are there exemptions to the filing obligation?


The following entities are not covered by the scope of the filing obligation:

  • diplomatic and consular missions, as well as international entities of a public nature recognised by the international agreement of which the Portuguese State is a party, set or with host agreement in Portugal;
  • services and entities that are part of the State administration’s local, regional and central subsectors;
  • independent administrative entities;
  • the Bank of Portugal and the Regulatory Authority for the Media;
  • companies with shares admitted to trading in a regulated market, subject to information disclosure requirements in accordance with European Union law or equivalent international rules;
  • consortiums and complementary groups of companies;
  • condominiums, with regard to buildings or groups of buildings, constituted under horizontal property, provided that certain requirements are met.

6. What is the due date for the initial filing? Is there an obligation to update the filing?

The initial filing by already existing entities had to be made by 30 April 2019 for entities subject to commercial registration, and up to 30 June 2019 for all other entities.

In the case of a legal entity incorporated after the entry into force of the Law, the incorporation act must already provide information on the beneficial owner and the initial filing shall occur with the filing for registration of the incorporation deed with the Commercial Registry Office or with the first registration with the Central File of Legal Entities (Ficheiro Central de Pessoas Coletivas) in the case of entities not subject to registration with the Commercial Registry Office.

Notwithstanding the preceding paragraph, the initial filing must be made within, as applicable: (i) one month from the relevant commercial register fact; (ii) before the provision of any acts made in a director capacity; (iii) within 30 days from the issuance of a Portuguese taxpayer number or, in any event, (iv) before the establishment of a business relationship or the execution of an occasional transaction.

The initial filing must be updated within 30 days of the occurrence of the relevant fact.

7. What are the sanctions in case of a breach of the transparency obligation?

In addition to administrative fines, a legal entity that does not comply with its transparency obligations is not allowed to: (i) distribute dividends; (ii) enter into certain agreements with the Portuguese State and other public entities and any such agreements that have already been entered into will not be renewed; (iii) bid on a tender for public services; (iv) trade financial instruments in a regulated market; (v) launch public offers of distribution of any financial instrument issued by such entity; (vi) enter into any transaction regarding the transfer of ownership of, incorporation, acquisition or disposal of any usufruct rights or any security interests over any real estate assets.

As mentioned, a shareholder that fails, without justification, to provide the information on the UBO required by the legal entity, may face a procedure for amortisation of its shareholding(s).

8. Is the Transparency Register established as a separate register or part of an existing one?

As a separate register/database called the Registo Central de Beneficiário Efetivo (RCBE), which is managed by the Public Institute of Registries and Notarial Services (Instituto dos Registos e do Notariado).

9. Notable amendments (including through the Directive)

Law 58/2020, which transposes the Directive into Portuguese law, broadens the applicability of the anti-money laundering legal framework to cover additional entities, such as (i) trusts and similar structures and (ii) entities that carry out "activities with virtual assets", commonly cryptocurrency activities.

While these entities were already foreseen in the Directive, they are now expressly subject to anti-money laundering and terrorism financing provisions under Portuguese law, and the latter are further subject to registration with the Bank of Portugal.