The Beneficial Owner under the Regulation of the Register of Legal Entities, approved by Decree-Law no. 1/2024, of March 8th

The Commercial Code, approved by Decree-Law no. º 1/2022, of May 25th, introduced the figure of the “beneficial owner” by establishing, in article 99, that the "(... ) company, consortium, representation of a national or foreign entity must keep up-to-date information on the identification of the beneficial owner, in an appropriate form approved by specific legislation, by means of documents confirming their identity, under the terms of the legislation on preventing and combating money laundering and terrorist financing" and that this information must be communicated to the competent authority, i.e. the Registry of Legal Entities (hereinafter “CREL”).

Furthermore, under the terms of article 99 of the Commercial Code, "(...) the partner or shareholder is obliged to inform the company of any change to the identification details provided for therein, within 30 days of the date of the change", without prejudice to the company's obligation to "(...) notify the partner or shareholder to update their identification details within a maximum period of 30 days".

The Regulation on the Registration of Legal Entities, approved by Decree-Law no. 1/2024, of March 8 and which came into force on the same date, establishes that the declaration of the beneficial owner is subject to registrations, under sub-par. v), of par. 1, of Article 12 and of sub-par. f), of Article 13. It also establishes that all legal entities are obliged to submit updated declarations of the list of their beneficial owners:

1. within 90 days of the publication of these Regulations;
2. in the constitutive act;
3. annually in the month of incorporation; and
4. within 30 days of any amendment.

This means that registration must be carried out by June 6, 2024, failing which they will be prevented from carrying out other procedures with CREL, under the terms of Article 18(1) of the Regulation on the Registration of Legal Entities, and failing which, in the event of repeated non-compliance with the deadlines, they will be fined, to be defined in the Table of Fees for the Registration of Legal Entities (the current Table of Fees does not include fines), as provided for in paragraph 2 of the aforementioned article.

The declaration of the beneficial owner must contain, in addition to the identification of the legal entity, at least the following elements set out in Article 15 of the Regulation on the Registration of Legal Entities:

1. full name;
2. date of birth;
3. valid identification document;
4. usual professional and fiscal address;
5.  nationality;
6.  tax identification number/nuit;
7. cell phone number;
8.  percentage of control;
9.  type of control exercised;
10.  detailed description of the way in which it controls;
11.  the date on which it became the beneficial owner of the entity; and
12. documents supporting the status of beneficial owner.

Currently, registration may be carried out remotely through the CREL portal for the submission of file and through the payment of 300.00 MT, with the registration pending the approval of CREL in the portal for submissions. The evidence of registration of the beneficial owner is made through the presentation of the corresponding commercial certificate of the legal entity. However, CREL is still undergoing a process of harmonization of the portal for the submission of files, in order to final the final approval of declaration of beneficial owner.