RCBE: what it is and why you are asked for it when domiciling a company

You open a business bank account, change accountants or take out an address for your registered office, and the same question comes up: "do you have proof of RCBE?" It sounds like one more piece of paper for the pile, but the idea behind the Registo Central do Beneficiário Efetivo (Central Register of Beneficial Owners) is simple: to know who is really behind each company.

What the RCBE is

It is a database run by the Instituto dos Registos e do Notariado (IRN, the Portuguese registry and notary institute) that identifies the people who control a company, a fund or another legal entity. It was created by Lei n.º 89/2017 of 21 August, amended by Lei n.º 58/2020, and regulated by Portarias n.º 233/2018 and n.º 200/2019. It stems from the transposition of the fourth EU anti-money laundering directive.

RCBE information is not proof of the entity's legal status. For that, the certidão permanente (permanent certificate from the commercial register) still applies.

Who the beneficial owner is

It is the individual who, directly or indirectly, owns or controls the entity. It can never be another company: if your company is owned by a holding, you have to go up the chain until you reach the people.

The most common indicator is the share of capital. Holding more than 25% of the share capital is an indicator of direct ownership. It is not the only criterion, though, because control by other means also counts, such as shareholder agreements or voting rights. And if, after exhausting all means, nobody meeting these conditions can be identified, Lei n.º 83/2017 says the person in senior management of the entity is treated as the beneficial owner.

A very common example: two friends set up a private limited company and take 50% each. Both have more than 25%, so, in principle, both are beneficial owners.

Who has to file

Registration is mandatory for all entities set up in Portugal and for those intending to do business here. The declaration can be submitted by managers, directors and members of management bodies, by founders in immediate or online incorporation processes, and by lawyers, notaries and solicitadores, whose powers of representation are presumed. Chartered accountants can also do it as representatives; the 2023 guide from the Ordem dos Contabilistas Certificados (Order of Chartered Accountants) recommended attaching proof of representation to the application.

Access is at rcbe.justica.gov.pt, with the Chave Móvel Digital (digital mobile key), a Cartão de Cidadão (citizen card) with a reader and PIN, or a professional authentication certificate.

Deadlines

There are three moments to keep in mind, and the deadlines are short:

• Initial declaration: 30 days after the registration of incorporation, final entry in the Ficheiro Central de Pessoas Coletivas or the assignment of a tax number, depending on the type of entity.
• Changes: as soon as possible and never more than 30 days after the event that causes them, such as a transfer of shares or a new shareholder joining.
• Annual confirmation: according to the Ordem dos Contabilistas Certificados practical guide (2023), by 15 July through the IES (annual business return) or by 31 December on the RCBE portal.

Which annual confirmation route applies to your company? Ask your accountant before the deadline.

What it costs and what happens if you do not file

The declaration is free. Only some specific acts carry fees, such as correcting errors not attributable to the registry services.

Letting it slide is what can get expensive. Failing to file is an administrative offence, with a fine between €1,000 and €50,000, and until the situation is regularised the entity is barred from, among other things, distributing profits, bidding for public contracts and applying for EU funds. False declarations carry criminal liability.

How to get proof

Once submitted and validated, the declaration produces a proof document that can be viewed with an access code. That code replaces paper and is usually what you send to whoever asks for proof.

The portal also has a Consultar (search) option, which lets you view an entity's declaration and get proof of the search. That is what entities obliged to check the register do.

Why the domiciliation provider asks for the RCBE

Lei n.º 83/2017, the Portuguese anti-money laundering law, includes providers of services to companies among the obliged entities and expressly mentions the provision of registered offices and of business, administrative or postal addresses. Before accepting a client, these providers must obtain information on its beneficial owners. The RCBE portal itself cites Lei n.º 83/2017 as the basis for the obligation to check the register.

So when you apply for a Virtual Office, it is normal to be asked for proof of RCBE, the identification of the beneficial owners and whether any of them is a politically exposed person. If your declaration is out of date, correct it first.

At My Desk

When the Virtual Office client is a company, we ask for the certidão permanente access code, the manager's ID and proof of address, proof of RCBE, the beneficial owners and the answer on politically exposed persons. Everything is uploaded online, at sign up for the Virtual Office. If the company is still to be set up, you can sign up first, use our address when incorporating and send us the certidão permanente afterwards. If you have questions about the documents, see the frequently asked questions.