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23 August 2018 Portugal publishes Ministerial Order regulating Beneficial Owner Central Registry On 21 August 2018, the Portuguese Government published Ministerial Order 233/2018, of 21 August that regulates certain aspects of the legal regime of the Beneficial Owner Central Registry (BOCR) (approved by Law 89/2017, of 21 August 2017). The Portuguese BOCR legal regime, transposed 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 into domestic law. In broad terms, the Directive, and accordingly, the Portuguese BOCR legal regime provides for the creation of a BOCR and establishes the obligation, for a very broad range of legal entities (including, inter alia, companies, funds, associations, foundations and representations of nonresident entities developing an activity in Portugal), to file a new form annually, with the purpose of disclosing the identity and other relevant information on such beneficial owner(s) and for companies to keep detailed internal records, as outlined below. Based on the beneficial owner disclosure rules, the regime introduces new disclosure obligations for Portuguese entities which include, among others: (I) The obligation to disclose to the Portuguese public authorities detailed information on: (i) the disclosing entity; (ii) if applicable, their direct shareholders (including the detail of the number of shares held by each shareholder); (iii) their managers or directors; (iv) their beneficial owners; and (v) the declarant. (II) In the case of companies, the obligation to produce and keep updated internal records on the identification of the direct shareholders (including details on the number of shares held by each shareholder) and of all individual(s) who, directly or indirectly have ownership of the shareholding or the effective control of the Portuguese disclosing company. The recently published Ministerial Order 233/2018 of 21 August regulates the procedures and deadlines for disclosing the required information summarized in (I) above. The obligation referred to in (II) was already in force and may be subject to audit by the competent authorities.
The initial disclosure form to be filed by entities subject to the regime can be submitted after 1 January 2019 and should be completed by:
30-day and 60-day terms are foreseen for other communications to be made by other entities and sectoral authorities. Entities failing to comply with the new rules will be subject to penalties and, inter alia (among several other adverse consequences), prevented from applying the domestic withholding tax exemption on dividends distributed to qualified shareholders or to participate in any transaction related to the transfer of immovable property in Portugal (either as a seller or as an acquirer).
Document ID: 2018-6004 |
