The Council of Ministers approved, by means of Decree-Law No. 1/2024, of 8 March, the new Legal Entities Registry Regulations. The approval of this statute arises from, among others, the entry into to force of the new Commercial Code – approved by way of Decree-Law No. 1/2022, of 25 May –, as well as the legislation applicable to Prevention and Fight Against Money Laundering and Financing of Terrorism which was revised in 2023. It is worth highlighting the introduction of rules applicable to the registration of the beneficial owner statement with the Legal Entities Registry.
Who qualifies as beneficial owner?
The individual or individuals holding 10% or more of the legal entity share capital and voting rights.
What are the next steps?
1. The legal entities should undertake an assessment, based on the criteria referred above, and obtain legal advice, if necessary, to determine the beneficial owner(s).
2. Then, the legal entities should organize updated information and the relevant supporting documentation regarding the beneficial owner(s) identification and submit the statement of beneficial owner to the Legal Entities Registry for registration purposes.
What are the timelines for registration?
The legal entities must submit the beneficial owner declaration with the Legal Entities Registry under the following timelines:
- within ninety (90) days following publication of the Legal Entities Registry Regulations in the Official Gazette - which occurred on 8 March 2024;
- on the date of incorporation;
- annually at the month of anniversary of incorporation; and
- thirty (30) days following any change.
What are the legal consequences of not submitting the beneficial owner statement within the timelines set?
Failure to submit the beneficial owner statement with the Legal Entities Registry within the timelines set is subject to the imposition of the following penalties:
- Inability to carry out registration acts with the Legal Entities Registry; and
- Fine, in case of repeated non-compliance with timelines.
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