UBO registration required in Portugal as from 30 June 2019

Portugal will require a separate registration in the Ultimate Beneficial Owner registration (UBO register) as from 30 June 2019.

Following the latest Portuguese money laundering and anti-tax avoidance initiatives, this new administrative obligations will apply to most companies currently VAT registered in Portugal.

Who is required to register?

The UBO registry covers VAT registered entities in Portugal (companies, associations, foundations, etc), including non-resident and non-established entities.

The following entities are excluded from this obligation (with relevance to the majority of VAT registers):

  • Companies with shares admitted to trading on regulated markets (the so-called “listed companies”) as long as they are subject to disclosure requirements consistent either with European Union law or equivalent international rules and
  • Consortiums and complementary groups of companies.

What are the underlying obligations?

Companies are required to have an internal register of the identification details of (i) the shareholders and respective shareholdings (ii) the individuals who, directly or indirectly, own the shareholding (iii) anyone, who in any way holds effective control over the companies or other reporting entities and (iv) tax representatives, if any, in Portugal. Asides this internal register, reporting entities must register this information next to the Central Register of Beneficial Owners along with the identification of their managers and directors. Identification details of shareholders and management/direction bodies will need to be provided for the purposes of the registry.

What is the deadline for the UBO registration?

UBO registry must be submitted by non established VAT registers in Portugal until 30 June 2019.

Any changes to the initial registry must be reported within 30 days of the respective change. Annually, the UBO registry information will be confirmed in the annual return.

Applicable penalties for not registering in the UBO registry

The following sanctions are foreseen in case of not meeting this new obligation

  • Penalties between € 1.000 to € 5.000.
  • Other sanctions foreseen in the law are prevention from: (i) distributing or advancing profits of the financial year, (ii) entering into contracts for supply, public works or acquisitions of goods and services with the State, autonomous regions, public institutions, local authorities, and private charitable institutions whose main source of financing is the State Budget, nor renew any existing contracts, (iii) bidding for the concession of public services, (iv) trading share capital in a regulated market, (v) launching public offers to distribute any financial instruments representative of share capital or similar, (vi) benefiting from European structural , investment or public funds, (vii) being a party in any transaction whose object is the transfer of real estate ownership (free or for consideration), or the acquisition or sale of any other real estate right or right in rem.

How can we help you?

Marosa will handle the end to end process together with our local delegate in Portugal. This requirement will involve corporate governance and commercial Law advice. Despite the multidisciplinary team involved, you will keep one contact person at Marosa throughout the registration process.

The following services are included in our scope:

  • Guidelines which allowing you to identify the beneficial owner(s) and other elements to be declared;
  • Draft of the initial UBO registry declaration to be signed and submitted;
  • Registration  of the information provided in the UBO registry and;
  • Clarification of occasional doubts regarding the guidelines and draft sent.

Should your business require a full due diligence of its commercial register documents and participations organogram, and the identification by our team of who the beneficial owners are, we will be happy to extend our service according to your individual requirements.

Our local delegate has kindly contributed to the content of this article.


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