New legal regime of the Central Register of the Beneficial Owner

22 / 08 / 2017

Law no. 89/2017, of 21 August was published yesterday, approving the legal regime of the Central Register of the Beneficial Owner, which shall come into force in 90 days after the date of publication, the same deadline within which the regulation established in the regime approved shall be published. This legal document transposes to the Portuguese legal system chapter III 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, also introducing modifications to several Portuguese legal documents.

The main innovation brought by this law is the creation of the Central Register of the Beneficial Owner (CRBO), to which are subject, among others, companies, associations, cooperatives, foundations, permanent representations of foreign legal entities (e.g. branch offices), instruments of fiduciary management registered within the free zone of Madeira (trusts), external financial branches registered within the free zone of Madeira and, under certain requirements, the fiduciary funds and other centers of collective interests without legal personality with a structure or similar functions.

All entities subject to the CRBO shall have the duty to declare, through an electronic form to be defined in an ordinance, sufficient, exact and updated information regarding their beneficial owners, all the circumstances indicative of such quality and the information related to the economic interest that is held in such entities, which shall imply the identification of (i) the holders of the share capital of companies, with discrimination of the respective participations; (ii) directors, or the person(s) responsible for the management or administration of the entity subject to the CRBO; and (iii) the beneficial owners (there are additionally specific information that shall be declared depending on the type of entity). This declaration shall be presented in the moment of incorporation of the company within a deadline to be established by ordinance and, subsequently, annually until 15 July, being the presentation of this declaration within the legal deadline free of charge.

The legal document additionally foresees that the non-compliance by the entities subject to the CRBO of the maintenance of an updated internal register of the elements of identification of the direct or indirect holders of its share capital and of the effective control of the entity is punishable with a fine that ranges from EUR 1,000.00 to EUR 50,000.00.