To gain access to the register of beneficial owners of companies in Portugal, it is now necessary to demonstrate a legitimate interest.
Why beneficial ownership registers are needed
A commercial company does not necessarily belong, in reality, to the person in whose name it is formally registered. For centuries, entrepreneurs have sought, for various reasons, to conceal their connections with businesses they own. The most common motive for doing so is security, as businesspeople are frequent targets for criminals. A successful entrepreneur may face risks such as robbery, kidnapping for ransom, or fraud.
However, not all attempts to conceal ownership are driven by legitimate safety concerns. Quite often, individuals acting in bad faith seek to remain “in the shadows.” These may include politicians and public officials benefiting from corrupt schemes; representatives of organized crime engaged in money laundering; dishonest businesspeople defrauding partners; “tax optimizers” operating through jurisdictions with preferential fiscal regimes; as well as other individuals who violate the law and abuse the trust of bona fide citizens.
To hide the real owners of a business, so-called shell companies are frequently used — including those registered abroad — as well as nominee shareholders or specially hired “agents.” While this topic is widely covered in popular culture and crime reporting, such schemes remain far from uncommon in practice.
If it is important for wrongdoers to “hide” the identity of a company’s true owner, then for law enforcement and tax authorities, lawyers, notaries, judges, journalists, civil society representatives, and counterparties of “questionable” companies, it is crucial to know who ultimately stands behind a particular legal entity. This is how interest in beneficial ownership issues emerged.
As previously reported by Schmidt & Schmidt, in the 1940s the concept of the “beneficial owner” began to be used in the field of international taxation (notably in the 1942 Double Taxation Agreement between the United States and Canada). It was later adopted by the United Kingdom, which concluded similar agreements with a number of other states.
A beneficial owner is a person who directly or indirectly owns a company or exercises significant influence over its decision-making. The ultimate beneficial owner may not be listed in the company’s incorporation documents and may not directly hold its shares. The forms of control over a company can vary widely, but this does not change the fact that the beneficial owner is the individual who ultimately exercises such control.
In the second half of the twentieth century, the issue of beneficial ownership became particularly acute. Following the collapse of colonial empires and the redistribution of global wealth, a number of states and self-governing territories with limited resources emerged that generated revenue by offering anonymous company registration to foreign nationals.
Such companies either paid minimal taxes in their place of registration or were fully exempt from taxation, limiting their obligations to fixed fees. Subsequently, these entities acted as “foreign investors” in the countries where their beneficial owners actually conducted business, thereby avoiding taxation in the jurisdictions of real economic activity. Similar schemes were also used by organized crime figures and corrupt officials.
As a result of aggressive “tax optimization,” developed and resource-rich countries began to lose substantial amounts of revenue. In response, they initiated the creation of international organizations tasked with combating money laundering and fiscal violations.
In 2012, the Financial Action Task Force (FATF) adopted an updated set of recommendations, including Recommendation 24 on the “Transparency and Beneficial Ownership of Legal Persons.” Since 2020, FATF experts have been working on amendments aimed at strengthening the content and requirements of this recommendation.
In 2022, these amendments were officially adopted. The Financial Action Task Force required all countries to prevent the improper use of legal entities for money laundering and terrorist financing. To this end, authorities must collect information on company control and beneficial ownership and provide access to “competent” bodies.
For a long time, the European Union was the most active in promoting corporate transparency. EU regulations required companies to disclose their beneficial owners and publish this information in dedicated public registers accessible to anyone. However, this approach sparked public debate, as the detailed information made business owners vulnerable to extortion and fraud.
In 2022, the European Court of Justice overturned Brussels’ requirements for public disclosure of beneficial ownership data in a case brought by a Luxembourgish entrepreneur. The Court justified its decision by emphasizing the need to protect privacy and personal data rights.
EU member states subsequently began to gradually restrict access to their beneficial ownership registers, seeking a legal balance between corporate transparency and the protection of individual rights of business owners.
How the Beneficial Ownership Register Works in Portugal
Registration of beneficial owners of legal entities in Portugal has been mandatory since June 30, 2019. The register covers organizations registered in Portugal as VAT payers:
- Limited liability companies (Sociedades por Quotas) and public limited companies (Sociedades Anónimas);
- Associations (Associações) and civil associations (Associações Civis);
- Foundations (Fundações) and cooperatives (Cooperativas);
- Collective investment undertakings and certain trust arrangements;
- Foreign companies and branches operating in Portugal.
The following information must be submitted when filing beneficial ownership reports:
- Full name, date of birth, nationality, and country of residence of each beneficial owner;
- Ownership percentage or voting rights held by each beneficial owner;
- Type of control exercised (equity share, voting rights, contractual control, other means);
- Residential address of the owner;
- Taxpayer identification number for residents of Portugal;
- Identification document details (passport or national ID), including issuing authority;
- Documentary proof of residential address from official sources (utility bills, tax returns, or government-issued documents);
- Information about the person submitting the beneficial ownership declaration (name, position, contact details).
If necessary, information about powers of attorney must also be submitted. To identify beneficial owners in Portugal, the following are required: a certified copy of a valid passport or national ID for foreign beneficial owners; a citizen ID or valid identity document for Portuguese residents; and supporting documents showing address and tax status.
Exempt from beneficial ownership reporting requirements are:
- Companies whose shares are admitted to trading on regulated markets ("listed companies"), provided they comply with disclosure requirements under EU law or equivalent international standards;
- Consortia.
According to Portuguese law, a beneficial owner is a natural person who ultimately owns or controls a company by various means. The most common criterion for obtaining beneficial ownership status is holding more than 25% of shares, voting rights, or capital interest in the company—directly or indirectly.
Control can also be exercised by other means besides shareholding, for example: powers of attorney to appoint top managers, control over the company’s bank accounts without formal share ownership, or contractual agreements granting decision-making authority. If a parent company owns 70% of a subsidiary, the beneficial owners are the natural persons who control the parent company.
Beneficial owners themselves are required to submit their identifying data to the company and report any changes. Legal entities, in turn, must submit information about beneficial owners to the Registo Central de Beneficiário Efetivo (RCBE). Additionally, company management must ensure that the data held in the registry remains up to date.
Legal entities are obliged to submit initial declarations of beneficial owners within 30 days of legal registration, the first entry in the Central Registry of Legal Entities, or the assignment of a tax identification number. Monetary fines for violating beneficial ownership disclosure requirements range from €1,000 to €50,000.
In addition to fines, violators may face the following sanctions:
- Restriction on dividend distribution;
- Prohibition on contracts with government bodies;
- Ban on participation in public tenders;
- Prohibition on selling financial instruments;
- Restrictions on transactions involving real estate.
Accessing beneficial ownership data in Portugal
For a long time, Portugal provided unrestricted access to the beneficial ownership registry. This remained the case even after the 2022 EU Court ruling. However, recent EU directives requiring restricted access to protect individuals’ privacy have prompted Lisbon to revise its approach.
The Official Gazette of Portugal published new access rules introduced by Decree-Law No. 115/2025 of October 27, 2025. This act implements Article 74 of Directive (EU) 2024/1640 into Portuguese law.
The main change under Decree-Law No. 115/2025 is the requirement to demonstrate a legitimate interest to access information about beneficial owners. According to experts, the system remains transparent, but a filter has been introduced to protect the privacy of law-abiding citizens and safeguard them from malicious actors.
Under the EU-implemented practice, legitimate interest may include gathering information on money laundering and terrorism financing. This can be done by journalists, researchers, and participants in public investigations. It also applies to the due diligence activities of counterparties aimed at preventing companies they cooperate with from engaging in money laundering.
Individuals who believe they have a legitimate interest can apply to the registry and submit the necessary documentary evidence to the authorized officials, who then decide whether to grant or deny access. Additionally, access is provided to tax and law enforcement authorities, intelligence agencies, and other government bodies that require the information to perform their official duties.
Decree-Law No. 115/2025 introduced two further important amendments to the beneficial ownership legislation. First, unclaimed inheritance is excluded from the scope of the law. Second, legal representatives acting on behalf of minors and incapacitated persons are exempt from the reporting requirements.
What is a commercial register?
In our video, we explain what a commercial register is and how you can check your business partner.
If you need to verify your foreign business partner, contact Schmidt & Schmidt.
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