Act no. 89/2017, of 21 August (“Act 89/2017”), lays down the legal framework of the Central Register of the Beneficial Owner (RCBE), transposing into Portuguese law chapter III of Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015, regarding the prevention of the use of the financial system for the purposes of money laundering or terrorist financing.
The RCBE is a database which shall contain information regarding the beneficial ownership of the entities subject to the same and shall be managed by the Institute for Registries and Notaries.
This regime provides the obligation of entities subject to the same (e.g. companies) to report and rectify information regarding the natural person or persons who, even indirectly or through a third party, have ownership of or control over them, as well as penalties in the event of non-compliance with the aforementioned obligation, including the prohibition to distribute profits or to enter into certain agreements with public entities.
Act 89/2017 further imposes the obligation on commercial companies to maintain an upto-date registry with identifying particulars of: (i) the company’s shareholders and their respective shares; (ii) the natural persons who, even indirectly or by a third party, have ownership of or control over them; and (iii) those who by any means have effective control of the company. Infringement of this obligation is subject to a fine between EUR 1,000.00 and EUR 50,000.00.
The shareholders will have the obligation to inform the company of any change regarding the aforementioned identifying particulars, and a failure to do this within the provided time limits will allow the company to cancel such shareholder’s shares pursuant to article 232 and 347 of the Portuguese Companies Code.
Act 89/2017 will enter into force within 90 days from its publication, pending regulation.