Portugal

What is the legal basis of the Transparency Register in the respective Member State?

Law no. 89/2017, of 21 August 2017, implements Chapter III – Beneficial Ownership Information of Directive 2015/849 EU into Portuguese Law and article 34 of the Law 83/2017, of 18 August 2017 on anti-money laundering and anti-terrorist financing measures, approving the Beneficial Ownership Central Registry (Registo Central de Beneficiário Efetivo) (“RCBE” and the regulation “RCBE Regime”). 


Some aspects of the RCBE Regime are still subject to further regulation, to be adopted in the form of joint regulations of the Ministry of Finance and Ministry of Justice.

Is there an obligation of a UBO or shareholder to proactively provide information on the UBO to the legal entity?

Yes. 
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 occurred to the relevant information provided. If shareholders fail to provide the information on the UBO to the legal entity, the legal entity is allowed to require the shareholder to provide the relevant information. If the shareholder fails, without justification, to provide the information required by the legal entity, the same is allowed to amortize 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”.

Is there an obligation of a legal entity to actively inquire with its shareholders/partners on the identity of the UBO(s)?

No. 
Legal entities must file and keep up-to-date the relevant information on the UBO with the RCBE, to confirm the information on the UBO in the annual declaration, to 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 on the identity of the UBO, legal entities that fail to comply with their obligations regarding the UBO subject themselves to sanctions. 


These rules apply to commercial companies as well as to the remaining entities subject to the RCBE Regime with the “required adjustments”. 


It is still pending further regulation on the form of declaration regarding the beneficial owner, to be adopted by joint regulation of the Ministry of Finance and Ministry of Justice.

Who is required to make filings with the Transparency Register, the legal entity or the UBO?

The legal entity.

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 recognized by the international agreement of which the Portuguese State is a party, set or with host agreement in Portugal;
  • services and entities 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 the information disclosure requirements in accordance with the European Union law or equivalent international rules;
  • consortiums and complementary group of companies;
  • condominiums, with regard to buildings or group of buildings, constituted under horizontal property, provided that certain requirements are met.

What is the due date for the initial filing with the Transparency Register?

The initial filing by already existing entities will have to be made within the deadline to be established by regulation of the Ministry of Finance and Ministry of Justice, still to be approved. 


In case of a legal entity incorporated after the entry into force of the Law, the incorporation deed 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 register with the Central File of Legal Entities (Ficheiro Central de Pessoas Coletivas) in case of entities not subject to registration with the Commercial Registry Office.

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 of such agreements that have already been entered into shall not be renewed; (iii) bid for the tender of 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 the 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 amortization of its shareholding(s).

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

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