The changes implemented by the Government in this decree-law incorporate Article 74 of the European Directive No. 2024/1640, dated May 31, 2024, into national legislation, now requiring “the demonstration of a legitimate interest” to access such information, as outlined by the executive in the introduction to the diploma.
This requirement emerged following a ruling by the European Union Court of Justice (CJEU) in November 2022.
While reviewing two cases filed by companies WM and Sovim against Luxembourg’s commercial registry, as part of actions taken by economic groups at the national level, the court deemed the European rules illegal. It considered a provision of the 2018 directive irregular, which mandated EU Member States to ensure that information about the beneficial owners of companies and other legal entities was accessible to any member of the general public.
Following these decisions in November 2022, the EU Council amended the regulations, establishing Directive No. 2024/1640 of 2024, which Portugal has adopted, adjusting the rules governing access to the Central Registry of Beneficial Ownership (RCBE) portal.
According to the decree-law’s introduction, the new legislation clarifies that “only individuals or organizations with legitimate interests should be able to access information regarding the beneficial owners of legal entities and other legal entities established or operating in their territory.”
“This solution aims to ensure a fair balance between the protection of fundamental rights, particularly the right to privacy and the right to personal data protection, and pursuing a legitimate objective of general interest, such as protecting the Union’s financial system against money laundering and terrorist financing,” the Government explains.
Until now, when a citizen sought to consult a company’s registration in the RCBE, they had to indicate the reason for the consultation (freely writing the reason for access), without needing to demonstrate “legitimate interest,” as will now be required.
Consulting data about a company allows for verification of the legal nature of that entity, its Economic Activity Code, address, institutional email provided to the State, and the individuals who own or control the entity (including the percentage of share capital ownership, whether direct or indirect, voting rights, if they have any direct or indirect control, or hold any management positions, for instance).
With this legal change, the data will only be made available on the RCBE page “to those who demonstrate a legitimate interest in accessing the information,” as specified in the diploma.
Before making this change, the Government consulted the National Data Protection Commission, as the decree also seeks “to clarify the set of data collected about the legal representatives of minor and accompanied adult beneficial owners.”
The decree also brings a third amendment to exclude undivided inheritances from the scope of the obligation to register beneficial ownership.
“One of the prerequisites for an entity’s submission to the RCBE is that it is voluntarily constituted” and “even if the inheritance remains undivided by the heirs’ will, it is not the heirs who bring it into existence, as there is no legal obligation to share,” the Government justifies.
Jacent inheritances (those opened but not yet accepted or declared vacant for the State) were already explicitly excluded, and now undivided inheritances are also excluded.
