Portugal: The Central Register Of Beneficial Owners - September 2018

Last Updated: 16 September 2018
Article by PLMJ Team


On the first anniversary of Law no. 89/2017, of 21 August 20171, and with a delay of approximately 9 months in relation to the deadline set out in article 23 of said Law, the Ministerial Order no. 233/2018, of 21 August 2018 (the «Ministerial Order»), of the Ministry of Finance and the Ministry of Justice, provided for in Annex I of said Law (the «LFCRBO») was published, regulating the legal framework of the Central Register of Beneficial Owners (the "CRBO"). The Ministerial Order will enter into force on 1 October 2018.


Besides other aspects that prevented the entities covered by the LFCRBO (the «Reporting Entities») from complying with the new reporting obligations imposed upon them, the Ministerial Order was expected, in particular, to define (i) the form and deadline of the reporting obligations to the central registry, as well as (ii) the terms in which the circumstances indicating the capacity as beneficial owner, listed in article 30 of Law no. 83/2017, of 18 August2 2017, should be considered relevant within the framework of the CRBO.


Article 11 of LFCRBO states that the beneficial owner declaration must be filled in through (i) completing and submitting an electronic form (the «Form») or, alternatively, (ii) at a registration service, through electronic assisted filing, together with any application for the commercial registration of any fact or the inscription of any fact in the Central File of Legal Entities ("Ficheiro Central de Pessoas Coletivas").

Unlike what was expected, the Ministerial Order failed to approve the template of the Form, rather establishing that it will be made available on the website of the Ministry of Justice after the enactment of an order by the President of the Board of Directors of the Institute of Registries and Notary Affairs (the «IRN»). To date, neither the form template, nor the contents of the order of the President of the IRN Board of Directors on this matter are yet available, and at this stage it is not possible to anticipate the date on which they will actually be disclosed.

In turn, the assisted filing of the beneficial owner declaration will be available through prior appointment at certain registration services, still to be defined by resolution of the IRN Board of Directors, and should be made (i) at the registry services when applying for a commercial registration act, (ii) under the procedure for immediate constitution of a legal person or of a permanent representation, or (iii) upon filing of the application for inscription in the Central File of Legal Entities.


A central issue within the scope of the LFCRBO is the definition of the criteria on the basis of which the capacity as beneficial owner for the purposes of the CRBO will be determined.

While Law no. 89/2017 failed to clarify what should be considered as a beneficial owner or effective control over the Reporting Entities, referring such clarifications to the Ministerial Order, this, in turn, confines itself to transferring this clarification to the templates of the Form that will be published at a later stage - that is, to the President of the IRN Board of Directors, who will be responsible for approving the relevant templates.


Authentication by the Reporting Entities in the CRBO will be performed through the individual authentication of their representatives, by one of the following means of authentication: (i) digital certificate of the ID card; (ii) Digital Mobile Key; (iii) certificate of professional authentication, in case the persons making the declarations are lawyers, notaries and solicitors; or, after development of their specific functionalities, (iv) Tax Authority authentication system, in the case of certified accountants; or (v) System of Certification of Professional Attributes, as provided for in article 546 of the Portuguese Companies Code.


The first stage of submission of the initial declaration of the beneficial owner will begin on 1 January 2019.

The Reporting Entities that are already incorporated on 1 October 2018 will have to present the initial declaration of the beneficial owner between 1 January 2019 and 30 April 2019 (in case of Reporting Entities subject to commercial registration), or until 30 June 2019 (in case of Reporting Entities not subject to commercial registration).

Because Article 13(1) of the Ministerial Order restricts the application of the periods of time indicated above to the entities that are already incorporated at the moment of the entry into force of the Ministerial Order (i.e. 1 October 2018), the question remains as to when will the beneficial owners declaration be filed by companies and by the remaining Reporting Entities not subject to commercial registration that are incorporated or registered in the Central File of Legal Entities between 1 October 2018 and 31 December 2018.

In relation to these, it seems to result from Article 12 of the LFCRBO that the obligation must be complied with at the time of registration of company's incorporation, of inscription in the Central File of Legal Entities or of the event giving rise to their subjection to the LFCRBO.

It therefore appears that the legislator imposes on the new Reporting Entities the immediate fulfillment of an obligation that the remaining Reporting Entities will only be required to meet between 1 January and 30 April or 30 June 2019 (depending on whether they are entities subject to or not subject to Commercial Registration, respectively).

We would not be surprised to see a declaration of rectification of the Ministerial Order published in Portuguese Official Gazette ("Diário da República") shortly to clarify this issue and to standardise the deadlines for the initial declaration of the beneficial owner.

With respect to (i) companies that are incorporated between 1 January 2019 and 30 April 2019 and (ii) Reporting Entities not subject to commercial registration - which shall be subject to the CRBO between 1 January 2019 and 30 June 2019 -, we anticipate that the obligation to file the initial declaration of the beneficial owner must be complied alongside with the registration of the company's incorporation, with the inscription of the entity in the Central File of Legal Entities (pursuant to article 12(1) of the LFCRBO) or with the occurrence of the event generating the subjection to the CRBO, respectively.

In addition to the obligation to submit the initial declaration, the LFCRBO also imposes the filing of an annual declaration of confirmation of the information previously communicated, to be presented together with the Simplified Business Information ("Informação Empresarial Simplificada" or "IES") declaration. In 2019, however, the Reporting Entities will be exempted from submitting the annual confirmation statement, without prejudice to the possible need to update the information communicated in the initial declaration.



After submission and validation of the initial declaration of the beneficial owner, the CRBO will issue evidence of that submission, which will include the identification of the applicant and the information about the Reporting Entity that has been stored in the CRBO – this can be accessed through an access code that will be generated by the system.

The delivery of the access code to evidence the fulfillment of the declarative obligations will be sufficient to demonstrate compliance and will set aside the need to present any certificate in physical format.

In the future, the competent registry services (which will be defined by resolution of the IRN Board of Directors) may be requested to produce evidence of the beneficial owner declaration and of the information stored in the CRBO.

With the amendment imposed by the Ministerial Order to the Commercial Registry Regulation, any situation of non-compliance by the Reporting Entities will be recorded in the respective commercial registration certificate (as regards the Reporting Entities that are subject to commercial registration).


Access by the public to the information about the Reporting Entities and their beneficial owners provided for in article 19 of the LFCRBO3 will be made by authentication of the interested party/parties through one of the above mentioned means of secure authentication, subject to the requirements set out in the system (which is not currently available for consultation).

After authentication, the consultation will be performed by searching the NIPC or NIF of the Reporting Entity or, in the case of non-resident Reporting Entities, their respective corporate names.


Pursuant to article 34 of Law no. 83/2017, of 18 August 2017, entities obligated4 under the new regime to prevent the use of the financial system for money laundering and terrorist financing will have to consult the CRBO database whenever their customers are Reporting Entities, and will be required to make the establishment or continuation of the business relationship or the performance of occasional transactions conditional upon compliance with the obligations arising from the LFCRBO by their customers. Pursuant to the Ministerial Order, this obligation to consult the CRBO will apply after 30 June 2019, except in cases in which the Reporting Entities are able to provide the electronic access code of the declaration of the beneficial owner.

In turn, the judicial, police and sectoral authorities provided for in Law no. 83/2017, of 18 August 2017, as well as the Tax Authority - to whom full and unlimited access to the information stored in the CRBO is granted - will be able to make an automated consultation of the CRBO database, to be regulated through a protocol to be entered into between said entities and the IRN.


In order to facilitate the monitoring of compliance with the obligations now imposed to the extensive range of Reporting Entities, the Ministerial Order establishes a mechanism for the exchange of information among the competent authorities, the entities covered by Law no. 83/2017 and the IRN. As such:

(a) The Central File of Legal Entities will inform the CRBO, officially and immediately, of the registration of any Reporting Entity included in article 3(1) of the LFCRBO, with the respective identification details;

(b) The Tax Authority will notify the CRBO, within 30 days upon the entry into force of the Ministerial Order, of the identification details of Reporting Entities within the scope of article 3(2) of the LFCRBO that, on such date, have already been assigned a NIF, and will thereafter make such communication on a daily basis;

(c) The entities covered by Law no. 83/2017, of 18 August 2017, will communicate to their sectoral entities, within 30 days upon the entry into force of the Ministerial Order, the identification of the clients to whom they provide services of fiduciary administration (trustees), or in respect of which they are legally responsible for their management or carry out similar functions. Within 60 days after said communication, the sectoral authorities will prepare and submit to IRN a list with the information collected.


1 For additional information on Law no. 89/2017, of 21 August 2017, and, particularly, on the obligations arising from the LFCRBO, please see here.

2 Pursuant to article 30 of Law no. 83/2017, of 18 August 2017:

« 1.(...)

2. 2. For the purposes of determining the capacity as beneficial owner, when the client is a corporate entity, the reporting entities:

(a) Shall consider as an evidence of direct ownership by a natural person, the ownership of holdings representing more than 25 per cent of the customer's share capital;

(b) Shall consider as an evidence of indirect ownership by a natural person, the ownership of holdings representing more than 25 per cent of customer's share capital by:

i) A corporate entity that is under the control of one or more natural persons; or

ii) Several corporate entities that are under the control of the same person or of the same natural persons;

(c)Shall verify the existence of any other control indicators and other circumstances which may indicate control by other means.

3. The following are considered effective beneficiaries

of trusts:

(a) the founder (settlor);

(b) the trustee or trustees of trust funds;

(c) the curator, if applicable;

(d) the beneficiaries or, if they have not yet been determined, the category of persons in whose main interest the trust fund was set up or carries on its business;

(e) any other natural person who has ultimate control of the trust through direct or indirect participation or through other ways.

4. In case of legal entities of a non-corporate nature, such as foundations, or of collective interests without legal personality similar in nature to trusts, a person or natural persons with equivalent or similar positions to the ones referred to in the preceding paragraph is considered a beneficial owner

3 The information stored in the CRBO on Reporting Entities made publicly available includes: (i) the Company Identification Number («NIPC») or Tax Identification Number («NIF»); (ii) the name or business name; (iii) legal nature; (iv) registered offices; (v) the economic activity code ("CAE"); (vi) the Legal Entity Identifier, when applicable; and (vi) the institutional electronic address.

With regard to the beneficial owner, publicly available information covers only (i) the name; (ii) the month and year of birth; (iii) nationality; (iv) the country of residence; and (v) the economic interest held in the Reporting Entity.

4 The entities listed in articles 3 and 4 of Law no. 83/2017, of 18 August 2017, are available here.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Similar Articles
Relevancy Powered by MondaqAI
In association with
Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions