The UBO registration, which, in Portugal, is called “Registo Central do Beneficiário Efectivo” (RCBE), is part of a major legal frame that aims to reduce money laundering and financing of terrorist activities. The Portuguese law transposes an EU directive on this subject, so this is, in fact, EU law.
The UBO registration is mandatory for all Portuguese legal persons and companies, as well as for all foreign legal persons or companies that request the issuance of a Portuguese taxpayer number, even if just for VAT purposes or temporary activities (e.g., when there is no permanent establishment).
In order to open a bank account, request financing or even just lease a vehicle, companies are requested to produce proof of UBO registration, so this is paramount to the normal course of business.
According to Portuguese law, the following natural persons will be considered ultimate beneficial owners:
- Any person holding, directly or indirectly, shares representing 25% or more of the share capital, voting rights or control over the legal person or company;
- Any person holding a position of top management (with the appointment duly registered);
- Any person exercising any other type of direct or indirect control over the legal person or company.
Whenever the company does not have any natural person holding 25% or more of its shares, the beneficial owner(s) to be identified will be its director(s).
It must also be noted that a legal person or company cannot be considered beneficial owner of another legal person or company, as per the law the UBO is always a natural person.
For every entity that is registered at the UBO registration, there may be a need to detail its shareholders, directors and ultimate beneficial owners.
After the initial registration is completed, should any changes occur, the registration needs to be updated. Additionally, Portuguese law foresees the obligation to annually confirm the UBO information - which can be done by the company's certified accountant upon filing the company's accounts. If not, confirmation must be executed until the 31st of December of each year.
For more information, or advice, please contact Teresa Patrício & Associados, Sociedade de Advogados / Law Firm on:
Lisbon - Avenida Almirante Gago Coutinho, n.º 96, 1700-031 Lisboa
T: +351 217 981 030
Loulé - Urbanização da Boa Entrada, Rua Natália Correia, n.º 2, Loja A, Edifício Atlântico Plaza, 8100-724 Loulé
T: +351 289 143 189
