The Central Register Of Beneficial Owners

Author:Ms Maria João Ribeiro Mata and Catarina Santinha

Law 89/2017 of 21 August was published on 21 August 2017. Among other measures, the new law approved the Legal Framework on the Central Register of Beneficial Owners ("CRBO") provided for in article 34 of Law 83/2017 of 18 August (New measures to combat money laundering and terrorism financing). This law also transposes Chapter III of 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 ("4th Directive"). To date, the 4th Directive has only been transposed by around half the EU Member States, which means many have not met the 26 June 2017 deadline to transpose it.

This new law comes into force on 20 November, but its regulations will still have to be passed by an order to be issued by the Government.

The CRBO will consist of a database partially accessible to the public. This database, which is completely new in Portuguese business environment, will store the identification details of all the individuals who, directly or indirectly, hold or control the various entities subject to this new mandatory registration.


    Among others, the following entities are subject to CRBO registration: (i) associations, cooperatives, foundations, civil and commercial companies, and any other legal entities, subject to Portuguese or to foreign law, which carry on activities or engage in legal acts or transactions in Portugal that require them to obtain a Portuguese taxpayer number ("número de identificação fiscal" - "NIF" or "NIPC"), (ii) representations or branches of international or foreign law legal entities that carry on activity in Portugal, (iii) other entities which, in pursuing their own objectives and activities different from their associates, do not have legal personality, and (iv) trusts and financial subsidiaries registered in the Madeira Free Trade Zone ("Reporting Entities").

    In turn, there is also an extensive list of entities excluded from CRBO's scope of application, notably (i) companies with shares admitted to trading on regulated markets (the so-called "listed companies") as long as they are subject to disclosure requirements consistent either with European Union law or equivalent international rules, (ii) consortiums and complementary groups of companies, and (iii) condominiums, when the buildings are subject to horizontal property regime, but only if their tax value does not exceed EUR 2 million and provided no single person, no co-owners, and no individuals who are considered beneficial owners under the new law to combat money laundering and terrorism financing holds a per thousandth share which exceeds 50%.


    With the entry into force of the CRBO regime, companies (and, to the extent applicable, the remaining Reporting Entities) must keep an up-to-date register of the identification details of (i) their shareholders - with an indication of their shareholdings -, (ii) the individuals who, directly or indirectly, own the...

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