ACT No. X of 2025 AN ACT to amend the Company Service Providers Act, Cap. 529.

I assent.

(L.S.)

MYRIAM SPITERI DEBONO

President

16th May, 2025

ACT No. X of 2025

AN ACT to amend the Company Service Providers Act, Cap. 529.

BE IT ENACTED by the President, by and with the advice and

consent of the House of Representatives, in this present Parliament

assembled, and by the authority of the same as follows:-

The short title of this Act is the Company Service Short title.

Providers (Amendment) Act, 2025 and this Act shall be read and

construed as one with the Company Service Providers Act, hereinafter Cap. 529.

referred to as the "principal Act".

In the Maltese version only of the principal Act, the words General

"kumpannija" or "kumpanniji", wherever they occur, shall be amendment

the principal

substituted by the words "kumpanija" or "kumpaniji" respectively.

Act.

Article 1 of the principal Act shall be amended as follows

Amendment of

article 1 of the

principal Act.

(a)

in sub-article (2) thereof the words ''The purpose of

this Act'' shall be substituted by the words ''The main purpose of

this Act'' and the words ''company service providers'' shall be

substituted by the words ''persons providing company services'';

and

(b)

sub-article (3) thereof shall be substituted by the

following new sub-article

''(3) The Authority shall carry out its functions and

duties as the competent authority for the purposes of

Article 47 of Directive (EU) 2015/849, as referred to in

sub-article (2) and transposed in national law, insofar as the

said article applies to persons providing company services,

and it shall carry out its functions and duties in accordance

with this Act, including to ensure compliance with the

provisions of this Act and any regulations made, and rules

issued thereunder.".

Sub-article (1) of article 2 of the principal Act shall be

amended as follows

(a)

the definition ''authorised person''

shall

be

substituted by the following new definition

'' ''authorised person'' means a company service

provider authorised by the Authority in accordance with

this Act;'';

(b) immediately after the definition ''the Authority''

there shall be added the following new definition

'' ''by way of business'' means to provide company

services in such manner as may be established in rules

issued by the Authority in accordance with article 8(1)(e);''

(c)

immediately after the definition ''close links'' there

shall be added the following new definition

'' ''company services'' means any of the following

services

(a) the formation of companies or other legal

entities;

(b) acting as, or making arrangements for

another person to act as, director or secretary of a

company, a partner in a partnership or hold a

similar position in relation to other legal entities;

(c) the provision of a registered office, a

business correspondence or administrative address

and other related services for a company, a

partnership or any other legal entity;'';

(d) the definition ''company service provider'' shall be

substituted by the following new definition

" "company service provider" means any person, other than

a limited company service provider, that provides or holds itself

out as providing any company services to third parties by way of

business;";

(e) immediately after the definition "EEA State" there

shall be added the following new definitions

" "involvements" shall have the same meaning as is

assigned to it in the Rules;

"limited company service provider" means any

natural person who

(a) provides or holds himself out as providing, by

way of business, any of the following services to

third parties

(i)

acting as a director and, or a company

secretary in a company and, or a

partner in a partnership; and, or

(ii)

acting in a similar position in relation

to other legal entities; and

(b) intends to have ten (10) or less involvements

at some point in time and that, in any case, shall not

have more than ten (10) involvements at any point in

time;";

(f)

immediately after the definition "Minister" there

shall be added the following new definition

'' ''notified person'' means a restricted company

service provider who has notified the Authority of his

intention to act as such in accordance with the provisions

of this Act and any regulations made, and rules issued

thereunder;'';

(g) in the definition ''prescribed'' the words ''by

regulations made under this Act.'' shall be substituted by the

words ''by regulations made, or rules issued under this Act;'';

and

(h)

immediately after the definition ''prescribed'', as

amended, there shall be added the following new definitions

'' ''registered person'' means a limited company

service provider registered by the Authority in accordance

with the provisions of this Act;

''restricted company service provider'' means any

natural person who

(a) acts as a director and, or a company

secretary in a company and, or a partner in a

partnership and, or holds a similar position in

relation to other legal entities; and

(b) does not act or hold any position as

referred to in paragraph (a) by way of business; and

(c) meets the requirements established in

the rules issued by the Authority in accordance

with article 8(1)(f);''.

Article 3 of the principal Act shall be amended as follows

(a)

the marginal note thereof shall be substituted by the

following new marginal note

''Requirements for the provision of company

services in, or from Malta.'';

(b) sub-article (1) thereof shall be substituted by the

following new sub-article

''(1) No person shall act as a company service

provider or a limited company service provider, or hold

himself out to act as such, in or from Malta unless that

person is duly authorised or registered, as applicable, to do

so in accordance with this Act and any regulations made,

and rules issued thereunder.'';

(c)

sub-article (1A) thereof shall be substituted by the

following new sub-article

''(1a) Without prejudice to article 3B, no person

shall act as a restricted company service provider in or

from Malta unless that person has duly notified the

Authority of this in accordance with this Act and any

regulations made, and rules issued thereunder.'';

(d)

sub-article (1B) thereof shall be deleted;

(e)

sub-article (4) thereof shall be substituted by the

following new sub-article

''(4) In the event of any doubt as to whether a

person would be deemed to be a company service provider,

a limited company service provider or a restricted

company service provider by carrying out a particular

activity, the matter shall be conclusively determined by the

Authority.'';

(f)

sub-article (5) thereof shall be amended as follows

(i) paragraph (a) thereof shall be substituted by

the following new paragraph

''(a) The provisions of sub-article (1) shall not

apply with respect to persons that have been

licensed, registered or otherwise authorised to act, or

hold themselves out to act, as a company service

provider or a limited company service provider by

the relevant authority of an approved jurisdiction

Provided that any such person shall notify the

Authority in writing, of its intention to provide, or

hold himself out as providing, company services by

way of business in or from Malta, at least ninety (90)

days prior to doing so and as long as such person

receives from the Authority a confirmation in writing

that it does not object thereto

Provided further that the Authority shall

determine whether any such person shall be

considered as an authorised person or a registered

person for the purposes of this Act and any

regulations made and, or Rules issued thereunder

Provided further that where the Authority

determines that any such person shall be considered

as an authorised person, it shall determine under

which of the classes set out in the Schedule that

person falls and, where such person is classified as a

Class A CSP or a Class B CSP in accordance with

the said Schedule, it shall also determine whether

such person is over-threshold or under-threshold in

accordance with any Rules issued by the Authority in

accordance with article 5(2B).''; and

(ii) immediately after paragraph (a) thereof there

shall be added the following new paragraph

''(aa) Where a person as referred to in paragraph

(a) in receipt of a written confirmation from the

Authority in accordance with the said paragraph

intends to make changes with respect to the company

services that it provides and, or its involvements that

would warrant a redetermination as to whether such

person is to be considered an authorised person or a

registered person for the purposes of this Act and any

regulations made and, or Rules issued thereunder

and, or under which of the classes set out in the

Schedule and, or the thresholds set out in the Rules

such person should fall, as applicable, such person

shall submit a notification to the Authority in writing

at least thirty (30) days prior to doing so

Provided that such changes may only be made if

such person receives from the Authority a

confirmation in writing that it does not object

thereto

Provided further that in such cases, the Authority

may modify its previous determination as to whether

such person is to be considered an authorised person

or a registered person for the purposes of this Act and

any regulations made and, or Rules issued thereunder

and, or under which of the classes set out in the

Schedule and, or the thresholds set out in the Rules

such person shall fall, as applicable.''; and

(g) in sub-article (6) thereof the words ''in sub-articles

(1a) and (5)'' shall be substituted by the words ''in sub-article

(5)'', and the words ''as a company service provider'' shall be

substituted by the words ''relating to the provision of company

services''.

Immediately after article 3 of the principal Act there shall

be added the following new articles

3A. (1) Without

prejudice

to

the

"Authorisation

and registration

provisions of article 3(5), any person intending to

requirements.

act as a company service provider, or hold himself

out to act as such, in or from Malta, shall apply to

the Authority for authorisation to do so.

(2) Without prejudice to the provisions of

article 3(5), any person intending to act as a

limited company service provider, or hold himself

out to act as such, in or from Malta, shall apply to

the Authority for registration to do so.

(3) The Authority may, at its discretion and

at any time, request any of the persons referred to

in this article to furnish any information or

documentation as the Authority may deem

necessary, and such person shall collaborate with

the Authority and shall promptly collate and

transmit, without any undue delay, such

information and documentation as the Authority

may request.

3B. (1) Any person acting as a restricted

Notification

requirement.

company service provider in or from Malta shall

notify the Authority of this in accordance with the

provisions of this Act and any regulations made,

and rules issued thereunder.

(2) A notification as referred to in sub-

article (1) shall be

(a)

made within fourteen (14) days

from the date when the restricted company

service provider first holds the position of a

director or company secretary in a company,

or a partner in a partnership, or a similar

position in relation to other legal entities; and

(b) accompanied

by

a

non-

refundable notification fee, as may be

prescribed by regulations made under this

Act.

(3) The Authority may, at its discretion and

at any time, request any person as referred to in

this article to furnish any information or

documentation as the Authority may deem

necessary, and such person shall collaborate with

the Authority and shall promptly collate and

transmit, without any undue delay, such

information and documentation as the Authority

may request.

(4) A register of all notified persons shall

be established by the Authority and shall be

updated on a regular basis.".

Article 4 of the principal Act shall be amended as follows

(a)

the marginal note thereof shall be substituted by the

following new marginal note

"Application for authorisation or registration.";

(b) the words "An application for authorisation as a

company service provider in terms of article 3 shall be made to

the Authority and shall:" shall be substituted by the words "A

person applying for authorisation or registration in accordance

with article 3A(1) and (2) respectively shall submit to the

Authority an application which shall:";

(c)

in paragraph (c) thereof

the

words

"for

authorisation" shall be deleted; and

(d) in paragraph (d) thereof the word "authorisation"

shall be substituted by the words "authorisation or registration".

Article 5 of the principal Act shall be amended as follows

(a)

the marginal note thereof shall be substituted by the

following new marginal note

"Power of the Authority to refuse or grant

authorisation or registration.";

(b)

sub-article (1) thereof shall be amended as follows

(i) the words "The Authority may grant or refuse

to grant authorisation applied for under this Act. Such

authorisation may be general or may be restricted to

particular specified activities. The Authority shall not,

without prejudice to article 3, grant authorisation applied

for under this Act unless it is satisfied that:" shall be

substituted by the words "The Authority may grant or

refuse to grant an authorisation or registration applied for

under this Act. Such authorisation or registration may be

general or may be restricted to particular specified

activities. The Authority shall not, without prejudice to

article 3, grant an authorisation or registration applied for

under this Act unless it is satisfied that:"; and

(ii) in sub-paragraph (i) of paragraph (c) thereof

the words "acting as a company service provider" shall be

substituted by the words "providing company services",

and the words "the services of a company service provider"

shall be substituted by the words "the provision of

company services";

(c)

in sub-article (2) thereof the word "authorisation"

shall be substituted by the words "authorisation or registration";

(d) in sub-article (2A) thereof the words "the applicant

shall be classified" shall be substituted by the words "applicants

applying for an authorisation shall be classified", and the words

"when an applicant" shall be substituted by the words "when

any such applicant";

(e)

in sub-article (3) thereof the words "granting

authorisation" shall be substituted by the words "granting

authorisation or registration", and the words "granted

authorisation" shall be substituted by the words "granted

authorisation or registration";

(f)

sub-article (4) thereof shall be substituted by the

following new sub-article

"(4) When applying for authorisation or

registration, the applicant shall submit a complete

application in accordance with the applicable provisions of

this Act and any regulations made, and rules issued

thereunder

Provided that the Authority may at any time

request the applicant to provide any additional information

it may deem necessary to process the application

Provided further that, where an applicant fails

to provide any additional information which may be

requested by the Authority within three (3) months from

the request being so made, the Authority shall deem such

an application to have been withdrawn by the applicant.";

(g) sub-article (5) thereof shall be substituted by the

following new sub-article

"(5) Authorised and registered persons shall be

subject to any such supervisory fees as may be prescribed

by regulations made under this Act.";

(h) in sub-article (6) thereof the words "of all company

service providers to whom authorisation has been granted in

terms of this Act" shall be substituted by the words "of all

authorised and registered persons"; and

(i)

in sub-article (7) thereof the words "A company

service provider shall notify" shall be substituted the words "An

authorised or registered person shall notify" and the words "as

an authorised person" shall be substituted by the words "as an

authorised or registered person, as applicable,".

Article 6 of the principal Act shall be amended as follows

(a)

the marginal note thereof shall be substituted by the

following new marginal note

"Power of the Authority to cancel an authorisation

or registration.";

(b)

sub-article (1) thereof shall be amended as follows

(i) the words "6. (1) The Authority may, at any

time, cancel an authorisation granted in terms of this Act

where:" shall be substituted by the words "6. (1) The

Authority may, at any time, cancel an authorisation or

registration granted in terms of this Act where:";

(ii) in paragraph (a) thereof the word "authorised"

shall be substituted by the words "authorised or

registered";

(iii) paragraph (b) thereof shall be substituted by

the following new paragraph

"(b) the authorised or registered person has

contravened any of the provisions of this Act or any

regulations or rules made thereunder or has failed to

satisfy or comply with any obligation or condition to

which such authorised person or registered person, or

the authorisation or registration granted thereto, as

applicable, is subject by virtue of this Act or any

regulations or rules issued thereunder, including any

breach in relation to the authorised or registered

person’s governance and control framework;";

(iv) in paragraph (c) thereof the words "authorised

person or someone acting on behalf of such authorised

person" shall be substituted by the words "authorised or

registered person or someone acting on behalf of such

authorised or registered person";

(v) paragraph (d) thereof shall be substituted by

the following new paragraph

"(d) the authorised or registered person has ceased

to act as a company service provider or a limited

company service provider, as applicable;";

(vi) in paragraph (e) thereof the word

"authorisation" shall be substituted by the words

"authorisation or registration, as applicable,";

(vii) in paragraph (f) thereof the word "authorised"

shall be substituted by the words "authorised or

registered";

(viii) in paragraph (fA) thereof the word

"authorised" shall be substituted by the words "authorised

or registered"; and

(ix) paragraph (g) thereof shall be substituted by

the following new paragraph

"(g) there are other circumstances under which the

Authority would have been precluded from granting

an authorisation or registration under this Act or

where the Authority would have otherwise refused the

granting of such authorisation or registration, as

applicable.";

(c)

in sub-article (2) thereof the words "the

authorisation of a company service provider" shall be

substituted by the words "an authorisation or registration

granted under this Act"; and

(d)

sub-article (3) thereof shall be substituted by the

following new sub-article

"(3) Any person whose authorisation or

registration has been cancelled shall, within sixty (60) days

from the date of the cancellation of the authorisation or

registration, as applicable, ensure that the services it had

been providing to companies or other legal persons in

terms of its authorisation or registration are transferred to

another person which is duly authorised or registered in

terms of this Act

Provided that this sub-article shall not apply

to the cancellation of an authorisation or registration in

terms of paragraph (f) of sub-article (1)

Provided further that any person whose

authorisation or registration has been cancelled in terms of

paragraph (f) of sub-article (1) shall ensure that the services

it had been providing to companies or other legal entities in

terms of its authorisation or registration are transferred to

another person which is duly authorised or registered, or

which is otherwise not required to be authorised or

registered in terms of this Act, or are otherwise terminated

in terms of the applicable law, prior to the Authority

acceding to the request for cancelling the authorisation or

registration.".

Article 7 of the principal Act shall be amended as follows

(a)

sub-article (1) thereof shall be amended as follows

(i) in paragraph (a) thereof the words "any

condition to which the authorisation is subject" shall be

substituted by the words "any condition to which the

authorisation or registration are subject";

(ii) paragraph (b) thereof shall be substituted by

the following new paragraph

"(b) to refuse an application for an authorisation or

registration or to cancel an authorisation or

registration,";

(iii) the word "authorised" shall be substituted by

the words "authorised or registered"; and

(b) in sub-article (3) thereof the word "authorised" shall

be substituted by the words "authorised or registered".

Article 8 of the principal Act shall be amended as follows

Amendment of

article 8 of the

principal Act.

(a) in paragraph (e) of sub-article (1) thereof the words

"to be carrying on the activities of a company service provider by

way of business" shall be substituted by the words "to be

providing company services by way of business" and

immediately thereafter there shall be added the following new

paragraph

"(ea) lay down the requirements to be met, in

addition to any such requirements established in this Act,

for a person to be considered a company service provider;";

and

(b) immediately after sub-article (2) thereof there shall

be added the following new sub-article

"(3) For the purposes of this article "company

service providers" means persons providing company

services in accordance with the provisions of this Act and

any regulations made, and rules issued thereunder.".

In sub-article (1) of article 9 of the principal Act the word Amendment of

"authorisation" shall be substituted by the words "authorisation or a article

principal Act.

registration".

In sub-article (1) of article 10 of the principal Act the Amendment of

words "as a company service provider or who was providing services article

principal Act.

which require authorisation according to this Act" shall be substituted

by the words "as a company service provider, a limited company

service provider or a restricted company service provider, or who was

providing company services which require authorisation, registration

or notification in accordance with this Act".

Sub-article (2) of article 11 of the principal Act shall be Amendment of

article 11 of the

amended as follows

principal Act.

(a)

immediately after paragraph (a) thereof there shall

be added the following new paragraph

"(aa) require a person providing company services to

cease providing such company services, irrespective of

whether that person is permitted to provide such services

under this Act;"; and

(b) in paragraph (c) thereof the words "a company

service provider" shall be substituted by the words "an

authorised, registered or notified person" and the words

"authorised company service provider" shall be substituted by

the words "authorised, registered or notified person, as

applicable".

Sub-article (1) of article 12 of the principal Act shall be

substituted by the following new sub-article

"(1) The provisions of article 17 of the Malta

Financial Services Authority Act shall apply, mutatis

mutandis, with respect to company service providers,

limited company service providers and restricted

company service providers.".

Sub-article (1) of article 14 of the principal Act shall be

amended as follows

(a)

in paragraph (a) thereof the words "company service

providers" shall be substituted by the words "persons providing

company services";

(b) in paragraph (b) thereof the words "articles 3 and 4"

shall be substituted by the words "articles 3, 3A, 3B and 4";

(c)

in paragraph (d) thereof the words "corporate

service providers" shall be substituted by the words "persons

providing company services"; and

(d) in paragraph (eA) thereof the words "company

service providers" shall be substituted by the words "persons

providing company services".

In sub-article (1) of article 15 of the principal Act the word

"authorisation" shall be deleted.

Sub-article (2) of article 16 of the principal Act shall be

amended as follows

(a)

in paragraph (a) thereof the words "authorised

company service provider" shall be substituted by the words

"authorised or registered person, as applicable," and the word

"authorisation" shall be substituted by the words "authorisation

or registration, as applicable,";

(b) in paragraph (b) thereof the words "and article

15(8)" shall be deleted; and

(c)

paragraph (c) thereof shall be substituted by the

following new paragraph

"(c) any refusal of an application for an

authorisation or registration, as applicable, or cancellation

of authorisation or registration, as applicable, in

accordance with articles 5 and 6;".

Article 17 of the principal Act shall be amended as Amendment of

article 17 of the

principal Act.

(a)

in the marginal note thereof the words "company

service providers" shall be substituted by the words "company

service providers or limited company service providers"; and

(b) the words "for authorisation as a company service

provider" shall be substituted by the words "for authorisation or

registration under this Act".

Immediately after article 19 of the principal Act there shall Addition of new

article to the

be added the following new article

principal Act.

20. Notwithstanding the provisions of articles

3(1A) and 3B(1), persons who were acting as restricted

company service providers in or from Malta prior to the

date of the coming into force of the Company Service

Providers (Amendment) Act, 2025 may continue to do so

2025. provided that they duly notify the Authority of their

intention to do so in accordance with the provisions of

article 3B by not later than two (2) months from the said

date

Provided that where any such person fails to notify

the competent authority within such period, that person

shall immediately cease from acting as a restricted

company service provider.".

Passed by the House of Representatives at Sitting No. 340 of the

12th May, 2025.

ANĠLU FARRUGIA

Speaker

ELEANOR SCERRI

Clerk of the House of Representatives

€1.62