Beneficial Ownership – New Deadlines

Beneficial Ownership – New Deadlines

Today, 28 June 2019, was published Ordinance No. 200/2019 (the “Ordinance”), which states that the initial declaration for the purposes of the Central Register of Beneficial Ownership (“CRBO”) can be made on or before 31 October 2019, for entities subject to commercial registry, and on or before 30 November 2019, for the remaining entities subject to the CRBO.

On the other hand, the Ordinance sets out that the obligated entities, under the terms defined in Law no. 83/2017, of 18 August, must consult the CRBO after 31 January 2020, and that the annual confirmation of the information on the beneficial owner is waived in 2020, including for entities whose declaration was made in 2018.

As previously announced, the Legal Framework of the CRBO[1], which is already in force, requires that the entities subject to this framework[2] make a statement about their beneficial owners.

It should also be noted that entities that do not make the Declaration of the Beneficial Ownership within the applicable deadlines are subject to the legally established sanctions[3], among which are the prohibition:

(i) of the distribution or advance on profits:

(ii) to benefit from European/public funds; and

(iii) to be a party to any deal that has as its object the transmission of property, whether for a consideration or free of charge, or the constitution, acquisition or disposal of any other real rights of enjoyment or security over any real estate.

Espanha e Associados created a team, within its corporate department, dedicated to advising clients on the fulfilment of the CRBO obligations.


[1] Approved by Law no. 89/2017, of 21 August and further regulated by Ordinance no. 233/2018, of 21 August (which articles 13 and 17 are revoked by the present Ordinance).

[2] Pursuant to article 3 of the Legal Framework of the CRBO, the following entities are subject to the regime:

“a) Associations, cooperatives, foundations, civil and commercial companies, as well as any other personalized collective entities, subject to Portuguese law or foreign law, that carry out an activity or practice a legal act or business in the national territory that determines the obtaining of a number of tax identification (NIF) in Portugal;

b) Representations of international legal persons or of foreign law that are active in Portugal;

c) Other entities that, pursuing their own objectives and activities different from those of their associates, are not endowed with legal personality;

d) Fiduciary management instruments registered in the Madeira Free Trade Zone (trusts);

e) External financial branches registered in the Madeira Free Trade Zone

2 – The trust funds and other centres of collective interests without legal personality with a similar structure or functions are also subject to the RCBE, when they do not fall under the previous number, (…)”, in some special cases.

[3] Please refer to article 37 of the Legal Framework of the CRBO.

Rita Beirôco

Rita Beirôco

Founding Partner/Lawyer