The obligation to declare the beneficial owner within the scope of RCBE (Registo Central do Beneficiário Efetivo)was established by Law 233/2018, of August 21, and by Ordinance 200/2019, of June 28.
The Central Registry of Beneficial Owners (RCBE) identifies all individuals who, even indirectly or through third parties, hold ownership or effective control of legal entities (company, fund or legal entity of another nature).
Registration of the beneficial owner is free of charge and mandatory for all entities incorporated in Portugal or intending to do business here.
The following entities are subject to RCBE, in particular: (a) Associations, cooperatives, foundations, civil and commercial companies, as well as any other personalized collective entities, subject to Portuguese law or foreign law, which carry out an activity or perform a legal act or business in national territory that requires obtaining a tax identification number (NIF) in Portugal; (b) Representations of international legal entities or entities under foreign law that carry out activities in Portugal; (c) Other entities that, pursuing their own objectives and activities that are different from those of their associates, do not have legal personality; (d) Trust management instruments registered in the Madeira Free Trade Zone (trusts); (e) External financial branches registered in the Madeira Free Trade Zone.
The initial declaration of beneficial ownership must be made within 30 days: (i) following the registration of the legal entity’s incorporation, in the case of entities subject to commercial registration; or (ii) following the first registration in the Central Archive of Legal Entities, in the case of entities not subject to commercial registration; or (iii) after the assignment of a CPF by the Tax Authority, when it concerns an entity that should not be registered in the Central Registry of Legal Entities.
After the first declaration, all entities are required to update the information contained in that declaration, whenever there are changes in any of the declared data, within 30 days of the event that gave rise to them.
When there are no changes to the data previously declared, the information contained in the RCBE must be annually confirmed, by December 31 of each year.
Annual confirmation is waived whenever the entity has, at an earlier point in the same calendar year, updated the information.
Annual confirmation does not exempt the submission of updates that may be necessary due to the occurrence of any event subsequent to confirmation that changes the RCBE information.
The annual confirmation can be sent with the Simplified Business Information, with reference to the previous calendar year, or by submitting an update statement, on the RCBE page.
The following persons shall be considered beneficial owners of collective investment schemes and corporate entities, when they are not companies with shares admitted to trading on a regulated market subject to information disclosure requirements in line with European Union law or subject to equivalent international standards that ensure sufficient transparency of information relating to ownership:
(a) The person or persons who ultimately:
(i) They hold ownership or control, directly or indirectly, of a sufficient percentage of the participation or securitisation units outstanding in that collective investment undertaking;
(ii) They own or control, directly or indirectly, a sufficient percentage of the shares or voting rights or equity interest in that entity;
(b) the person or persons exercising control by other means over that collective investment scheme or entity;
(c) The person or persons holding senior management, if, after all possible means have been exhausted and provided that there are no grounds for suspicion: (i) No person has been identified under the terms of the previous paragraphs; or (ii) There remains doubt as to whether the person or persons identified are the beneficial owners.
For the purposes of assessing the status of beneficial owner, when the entity is a corporate entity or collective investment undertaking mentioned above, the obliged entities:
(a) Consider as an indication of direct ownership the holding, by a natural person, of shares representing more than 25% of the share capital or participation units or securitisation in circulation of the client;
(b) Consider as evidence of indirect ownership the holding of shares representing more than 25% of the share capital or participation units or securitisation in circulation of the client by:
(i) A corporate entity that is under the control of one or more natural persons; or
(ii) Multiple corporate entities that are under the control of the same person or persons;
(c) Check for any other control indicators and other circumstances that may indicate control by other means.
