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Legal alert no. 67

Regulation applicable to the Regime of the Central Register of the Beneficial Owner

Ministerial Order (“Portaria”) no. 233/2018, dated from August 21st

One year after Law no. 89/2017, dated from August 21st, being published - which approved the Regime applicable to the Central Register of the Beneficial Owner (“CRBO”) and transposed to the Portuguese jurisdiction the provisions of Chapter III of the Directive (EU) no. 2015/849, of the European Parliament plus of the European Council, dated from May 20th, 2015, regarding the prevention of the use of the financial system for money laundering and terrorist financing - Ministerial Order (“Portaria”) no. 233/2018, dated from August 21st which regulates the Legal Regime of the CRBO is published.

Ministerial Order (“Portaria”) no. 233/2018, dated from August 21st, intends to define and to rule several relevant legal issues for the Legal Regime of the CRBO, as per follows:

1. The form of the declaration (form template) to be used for the fulfillment of the reporting obligations provided by the CRBO regarding the beneficial owners; this form is available at the justice department website and it shall also mention therein the conditions and events that may lead and indicate the beneficial owner condition, and which requires to be identified upon the fulfillment of the form contents;

2. The procedures for the authentication to be complied with by the obliged entities, establishing that the authentication shall use secure authentication services which allow the applicant to confirm his identity in the correspondent CRBO service which will be identified under the department of justice website, and furthermore it shall be executed by means of  the authentication means permitted and listed under the Ministerial Order (“Portaria”);

3. The assisted fulfillment of the electronic form to submit the declaration will be available by appointment which has to be requested (i) until the physically submission date of the commercial registry request, or (ii) at the incorporation date of the company or the branch or (iii) until the registration request submission date before the Central File of Legal Entities (“Ficheiro Central de Pessoas Coletivas”). The declaration executed by means of assisted fulfillment may be submitted until the confirmation of the registry, provided that the issuer expressly provides his consent for such purpose;

4. The submitted and validated declaration will generate automatically an access code which will allow the user to analyze the correspondent confirmation of the submission and validation of the referred declaration;

5. The public disclosure of information regarding the beneficial owners, which shall be completed with an authorization issued by the interested party through secure authentication means, in accordance with the requirements provided by the CRBO support computerized system, being the access limited to the information provided respectively by paragraph a) – for entities – and paragraph b) – regarding the information of the beneficial owners – both of article 19th of the Legal Regime of the CRBO;

6. The searching criteria of the information available in the CRBO are limited to the taxpayer number or to the sole corporate and taxpayer number, as it may be the case, of the entity, excluding the particular case of a non-resident entity subject to the CRBO, in which case the entity’s corporate name may be used also as searching criteria;

7. The terms regarding the extraction of information and of certificates from the CRBO database, being the offices appointed by the Directive Council of IRN, I.P. competent to issue the certificates and to disclose such information;

8.The start date of the first phase foreseen for the initial declaration (January 1st 2019), mentioning that for the specific case of entities subject to the CRBO that are already incorporated at the date of the entry into force of this Ministerial Order (“Portaria”) (October 1st 2018) such initial declaration may be completed in stages: (i) until April 30th 2019, for the entities subject to commercial registry, and (ii) until June 30th 2019, for the remaining entities subject to the CRBO;

9. The deadline for the Central File of Legal Entities (“Ficheiro Central de Pessoas Coletivas”) and for the Portuguese Tax Authorities to provide the information to the CRBO;

10. The procedure and the deadline for the communications performed by the entities subject to the relevant sectoral authorities, the identification of the entities to which they provide specific services or with which they maintain specific business relationships, as well as the deadline for the confirmation and electronic communication to the CRBO by the sectoral authorities of the entity.

The Ministerial Order (“Portaria”) no. 233/2018, dated from August 21st, also amends the provisions of the Commercial Registry Regulation, by demanding that the public commercial registry information extract refers that the entity has not complied with the beneficial owner reporting obligation as per notified by the CRBO; such reference and information shall solely be deleted from the public commercial registry information extract whenever CRBO confirms that the required reporting obligation has been fulfilled.

These rules will enter into force on October 1st 2018.

Access here the full version of Ministerial Order (“Portaria”) no. 233/2018, dated from August 21st.

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