COMPANY SERVICE PROVIDERS ACT

CHAPTER 529

COMPANY SERVICE PROVIDERS ACT

To make provision with respect to company service providers and to

provide for matters ancillary or incidental thereto, and to amend

various financial services laws .

24th December, 2013

ACT XX of 2013, as amended by Act XXXI of 2017, V and L of 2020, X

and XXIX of 2025.

General Provisions

(1) The short title of this Act is the Company Service

Providers Act.

(2) The main purpose of this Act is to implement Article 47 of

Directive (EU) 2015/849 of the European Parliament and of the

Council of 20 May 2015 on the prevention of the use of the financial

system for the purposes of money laundering or terrorist financing,

amending Regulation (EU) No. 648/2012 of the European Parliament

and of the Council, and repealing Directive 2005/60/EC of the

European Parliament and of the Council and Commission Directive

2006/70/EC, as amended from time to time, in so far as the said

article applies to persons providing company services.

(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.

Miżjuda

L.2020.19.

Klassi A

Provditur ta’ servizz lil kumpaniji li jkun awtorizzat li

jipprovdi, bħala n-negozju tiegħu, dawn is-servizzi li

CSP

ġejjin lil terzi: (i) il-formazzjoni ta’ kumpaniji jew ta’

entitajiet ġuridiċi oħra; u, jew (ii) jipprovdi uffiċċju

reġistrat, korrispondenza kummerċjali jew indirizz

amministrattiv u servizzi relatati oħra għal kumpanija,

soċjetà jew kull entità ġuridika oħra.

Provditur ta’ servizz lil kumpaniji li jkun

Klassi B

awtorizzat li jipprovdi, bħala n-negozju tiegħu, is-

CSP

servizz lil terzi li jaġixxu bħala, jew li jkunu qed

jirranġaw għal xi persuna oħra biex taġixxi bħala

direttur jew segretarju ta’ kumpanija, soċju f’soċjetà

jew li jkollha xi pożizzjoni bħal dik fir-rigward ta’

entitajiet ġuridiċi oħra.

Provditur ta’ servizz lil kumpaniji li jkun

Klassi Ċ

awtorizzat li jipprovdi, bħala n-negozju tiegħu, is-

CSP

servizzi kollha li joffri provditur ta’ servizz lil

kumpaniji, speċifikati taħt l-artikolu 2(1) fit-tifsira

"provdituri ta’ servizz lil kumpaniji".

(1)

In this Act, unless the context otherwise requires

"approved jurisdiction" means an EEA State or an EU Member

State or any other jurisdiction which, in the opinion of the Authority,

has an equal or comparable level of regulation regarding company

service providers to that in Malta;

"authorised person" means a company service provider authorised

by the Authority in accordance with this Act;

"the Authority" means the Malta Financial Services Authority

established in terms of the Malta Financial Services Authority Act;

''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);

"close links" means a situation in which two or more persons are

linked in any of the following ways

(a) by participation, in the form of direct ownership or by

way of control, of 20% or more of the voting rights or

capital of a body corporate;

(b) by control, through the relationship between a parent

undertaking and a subsidiary undertaking as defined in

article 2(2) of the Companies Act, or a similar

relationship between any natural or legal person and

an undertaking; or

(c) to one and the same third person when

(i)

such person is a member of the authorised

person’s family, including, but not limited to, the

authorised person’s spouse or partner, the

authorised person’s child or step-child, the

authorised

person’s

parents

and

other

dependants of the authorised person;

(ii)

such person is acting in the capacity of a

company service provider of any company, the

beneficial owners of which include

(a) the authorised person, the authorised

person’s dependants, including, but not limited

to, the authorised person’s spouse, children or

step-children; or

(b) a body corporate with which one is

associated in terms of (a) and (b) above;

(iii) such person is acting as business partner of the

authorised person or of any person who, by

virtue of sub-paragraphs (i) or (ii) above is

connected with the authorised person;

''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;

"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;

"EEA State" means a State which is a contracting party to the

agreement on the European Economic Area signed in Porto on 2

May 1992 as amended by the Protocol signed in Brussels on 17

March 1993, and as amended by any subsequent Acts;

"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;

"Member State" means a Member State of the European Union and

includes an EEA State;

"Minister" means the Minister responsible for the regulation of

Financial Services;

''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;

"operating in or from Malta" includes the existence of an office,

branch, or other centre of professional or commercial activities of a

r e g u l a r n a t u r e i n M a l t a , a nd d o e s n o t i n c l ud e o n e o r m o r e

unconnected and sporadic acts;

"overseas regulatory authority" means an authority in any

country or territory outside Malta which exercises any regulatory or

supervisory function in relation to financial services corresponding

to a function of the Authority as defined in the Malta Financial

Services Authority Act;

"person" means a natural or legal person in terms of law, and for the

purposes of this Act the word "legal person" shall include a body or

other association of persons whether granted legal personality, in

accordance with the provisions of the Second Schedule to the Civil

Code, or not;

"prescribed" means prescribed by regulations made, or rules issued

under this Act;

''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);

(2)

Any reference in this Act to any law, or provision thereof,

shall be construed as a reference to that law or provision as from

time to time in force, and shall include a reference to any enactment

replacing such law or provision, and to any subsidiary legislation

made thereunder.

(3) Words and expressions used in this Act with reference to

any other law shall, so far as necessary to give effect to this Act and

consistently with the provisions thereof, have the same meaning as

they have in the law with reference to which they are used in the

Act.

(4) In this Act and in any regulations made thereunder, if there

is any conflict between the English and Maltese text, the English

text shall prevail.

(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.

(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.

(1B) Deleted by Act X.2025.5.

(2)

Repealed by Act L.2020.4.

(3)

Repealed by Act L.2020.4.

(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.

(5) (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

w r i t in g , o f i t s i n t e n t io n t o p r o vi d e , o r h o ld h i m s e l f o u t a s

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).

(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.

(b) A notification under this sub-article shall outline the

proposed activities and shall be accompanied by such

information as may be required by the Authority from

time to time.

(c) To the extent that the Authority lays down any

restrictions or conditions for such activities, on initial

response to a notification or at any other time, such

restrictions and conditions shall come into effect as

stated in the response or by subsequent notice of the

Authority.

(6) The Authority may, at its discretion and at any time,

request any of the persons referred to in sub-article (5) to furnish

an y inform ation or documen tation related t o such person ’s

operations and activities relating to the provision of company

services, a s i t m a y d e e m n e c e s s a r y, a n d s u c h p e r s o n s h a l l

collaborate with the Authority and shall promptly collate and

transmit without any undue delay such information and

documentation as the Authority may request.

(1) Without prejudice to the provisions of article 3(5), any

person intending to 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.

COMPANY SERVICE PROVIDERS

(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.

(1) Any person acting as a restricted 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.

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

(a) contain or be accompanied by such information and

particulars and be in such form as the Authority may

require;

(b) be verified in the manner and to the extent required by

the Authority;

(c) indicate the address in Malta for service on the

applicant, of any notice or other document required or

authorised to be served on him in terms of this Act;

and

(d) be accompanied by a non-refundable application fee,

as may be prescribed, irrespective of whether the

authorisation or registration is granted or not by the

Authority.

(1) 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

(a) the applicant is a fit and proper person to provide the

services concerned and that the applicant will comply

with and observe the requirements of this Act and any

rules made thereunder and which are applicable to

him;

(b) the applicant is operating in or from Malta;

(c) where the applicant is a legal person

(i) its objects include providing company services

and carrying on activities ancillary or incidental

thereto, and do not include objects which are not

compatible with the provision of company

services;

(ii) its actual activities are compatible with its

objects in terms of sub-paragraph (i);

(iii) the directors, administrators or partners, as the case

may be, of the legal person are not less than two

in number and are individuals who are fit and

proper persons;

(iv) every person who directly or indirectly owns or

controls 25% or more of the capital or voting rights

in the legal person, or otherwise exercises control

over the management of the legal person, is a fit

and proper person;

(v) the name of the legal person is not inconsistent

with its activities as outlined in sub-paragraphs

(i) and (ii); and

(vi)

where the legal person is not formed and

registered in Malta, it is formed, constituted or

incorporated in a reputable jurisdiction. For the

purposes of this sub-paragraph, reputable

jurisdiction shall have the meaning assigned to it

in the Prevention of Money Laundering and

Funding of Terrorism Regulations.

(2) When considering whether to grant or refuse to grant

authorisation or registration under this Act, the Authority shall, in

particular, have regard to

(a) the protection of investors and the general public;

(b) the protection of the reputation of Malta taking into

account Malta’s international commitments;

(c) the promotion of competition and choice.

(2A) As part of the authorisation process, applicants applying for

an authorisation shall be classified at the discretion of the Authority

into one (1) of the three (3) classes which determine the

requirements of authorised persons in terms of the provisions of the

Schedule. As part of the said process, when any such applicant is

classified by the Authority as a Class A CSP or a Class B CSP in

terms of the Schedule, the Authority shall also determine whether

such applicant is over-threshold or under-threshold.

(2B) The Authority may issue rules laying down the

requirements, conditions and criteria by which a person shall be

considered to be an over-threshold or an under-threshold Class A

CSP or Class B CSP.

(3) In granting authorisation or registration, the Authority may

subject the applicant to such conditions as it may deem appropriate.

After having granted authorisation or registration, the Authority may,

from time to time, vary or revoke any condition so imposed or

otherwise impose new conditions.

(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.

(5) Authorised and registered persons shall be subject to any such

supervisory fees as may be prescribed by regulations made under this

Act.

(6) A register of all authorised and registered persons shall be

established by the Authority. The register shall be publicly

available on the Authority’s website and it shall be updated on a

regular basis.

(7) An authorised or registered person shall notify the Authority

of any change or circumstance which would have a bearing upon its

status as an authorised or registered person, as applicable, and, in the

case of any change in its charter, statute, memorandum or articles

of association or other instrument constituting the legal person, or

any change of its directors, administrators or members, as the case

may be such changes shall not be effective until they are notified

and approved by the Authority.

(1) The Authority may, at any time, cancel an authorisation or

registration granted in terms of this Act where

(a) the authorised or registered person is no longer deemed

to be a fit and proper person;

(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;

(c) the authorised or registered person or someone acting on

behalf of such authorised or registered person has

knowingly supplied the Authority with information

that is false, inaccurate or misleading;

(d) the authorised or registered person has ceased to act as a

company service provider or a limited company service

provider, as applicable;

(e) the cancellation of such authorisation or registration, as

applicable, is considered desirable for the protection of

the general public or the reputation of Malta;

(f) the authorised or registered person has so requested;

(fA) the authorised or registered person is found liable, by the

Financial Intelligence Analysis Unit, for a serious,

repeated or systematic breach of the Prevention of Money

Laundering Act and, or of any regulations issued

thereunder; or

(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.

(2) The Authority shall make public the fact that an

authorisation or registration granted under this Act h as b een

cancelled.

(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

cancellat ion of an autho risation or r eg istration in t erms 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.

(1)

Where the Authority intends -

(a) to vary any condition to which the authorisation or

registration are subject or to impose a new condition

thereon; or

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

or to cancel an authorisation or registration,

it shall give the applicant or the authorised or registered person, as

the case may be, a notice in writing of this intention, setting out the

reasons for such decision.

(2) A notice given under sub-article (1) shall state that the

recipient of the notice may, within such reasonable period of time

after receipt thereof as may be stated in such notice, being a period

of not less than forty-eight hours and not longer than thirty days,

make representations in writing to the Authority giving reasons

why the proposed decision should not be taken, and the Authority

shall consider any representation so made before arriving at a

decision.

(3) The Authority shall, as soon as practicable, notify its final

decision in writing to the applicant or the authorised or registered

person, as the case may be.

(1)

An auditor of an authorised person shall have the

duty to report immediately to the Authority any fact or decision of

which such auditor becomes aware in his capacity as auditor of such

authorised person which

(a)

is likely to lead to a serious qualification or

refusal of the auditor’s report on the accounts of such

authorised person; or

(b)

constitutes or is likely to constitute a material

breach of the legal or regulatory requirements applicable to

authorised persons under this Act; or

(c)

gravely impairs the authorised person’s ability to

continue as a going concern; or

(d)

relates to any other matter which may be

prescribed

Provided that the matters mentioned in this paragraph may

include matters related to any person other than the authorised person,

including any person having close links with such authorised person.

(2) No duty, including the duty of professional secrecy, to which

an auditor of the authorised person may be subject, shall be regarded

as contravened by reason of his communicating in good faith to the

Authority, whether or not in response to a request from it, any

information or opinion on a matter of which the auditor has become

aware in his capacity as auditor of that authorised person and which

may be relevant to the Authority under the provisions of this Act or

any regulations or rules issued hereunder or is required to be

communicated by virtue of this article.

(1) The Authority may issue rules applicable to company

service providers as may be required, for the carrying into effect of

this Act and may, in particular, but without prejudice to the

generality of the foregoing, by such rules

(a) lay down requirements, conditions and criteria for the

carrying out of activities by company service

providers;

(b) lay down the conduct, duties and obligations of

company service providers;

(c) lay down the responsibilities of company service

providers towards the Authority and provide for the

form of applications, returns, statements or notices to

be made or given to the Authority;

(d) lay down the criteria which the Authority shall take

into account when determining whether a person is a

fit and proper person for the purpose of this Act,

including an indication of the type and nature of

academic qualifications and experience as well as the

additional areas of expertise which would be

acceptable to the Authority when determining whether

a person qualifies to be a fit and proper person;

(e) lay down the criteria as to when a person shall be

deemed by the Authority to be providing company

services by way of business;

(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;

(f)

provide for any other matters as the Authority may

consider appropriate in relation to company service

providers and the conduct of their activities.

(2) Such rules shall be binding on company service providers

and others as may be specified therein.

(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.

(1) Where any person contravenes or fails to comply with any

of the provisions of this Act or of any regulations or rules issued

thereunder, with any of the conditions imposed in an authorisation or a

registration issued by the Authority, with any directive issued by the

Authority, or fails to cooperate with the Authority in an investigation,

the Authority may, by notice in writing and without recourse to a court

hearing, impose on any such person an administrative penalty which

may not exceed fifty thousand euro (€50,000) for each infringement or

failure to comply, as the case may be

Provided that where a person fails to comply with the

provisions of article 3(1) the Authority may, by notice in writing and

without recourse to a court hearing, impose on any such person an

administrative penalty which may not exceed one hundred and fifty

thousand euro (€150,000) for each breach or failure to comply, as the

case may be.

(2) An administrative penalty imposed in terms of sub-article

(1) may be imposed in the form of a fixed penalty, a daily penalty

or both.

(3) The imposition by the Authority of an administrative

penalty in terms of this article shall be without prejudice to any

other consequence of the act or omission of the offender under civil

or criminal law.

(4) The Authority shall, by means of a public statement,

disclose the name of the person sanctioned, the particular breach of

the provisions of this Act or of any regulations or rules issued

thereunder, and the administrative penalty or administrative measure

imposed.

REGULATORY AND INVESTIGATIVE POWERS

(1) Notwithstanding any other provision of this Act, the

Authority may, by notice in writing, require any person who is or

who was acting, or who appears to be or to have been acting, 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, and any other person who appears to be in

p o s s e s s io n o f r e l e v a n t i nf o r m a t i on , to do al l o r a ny of t he

following

(a) to furnish to the Authority, at such time and place and

in such form as it may specify, such information and

documentation as it may require with respect to any

such activities as aforesaid, including the power to

require existing telephone and existing data traffic

records with respect to any such activities;

(b) to furnish to the Authority any information or

documentation aforesaid, verified in such manner as it

may specify;

(c) to attend before the Authority, or before a person

appointed by it, at such time and place as it may

specify, to answer questions and provide information

and documentation with respect to any such activities

as aforesaid.

(2) The Authority may take copies of any documents furnished

or provided under this article.

(3) Where the person required to provide information or

documentation under this article does not have the relevant

information or documentation, he shall disclose to the Authority

where, to the best of his knowledge, that information or

documentation is, and the Authority may require any person,

whether indicated as aforesaid or not, who appears to it to be in

possession of that information or documentation, to provide it.

(4) A statement made and documentation provided in

pursuance of any requirement under this article may be used in

evidence against the person making the statement or providing the

documentation, as well as against any person to whom they relate.

(5) Without prejudice to that provided in article 642(1) of the

Criminal Code and in article 588(1) of the Code of Organization

and Civil Procedure, the provisions of this article shall apply to all

information or documentation, notwithstanding the provisions of

the Professional Secrecy Act.

(6) The power to require the production of documentation

under the provisions of this article shall be without prejudice to any

lien or charge claimed by any person in relation to such

documentation.

(7) Where the Authority has appointed a person under sub-

article (1)(c), such person shall, for the purposes of carrying out the

functions in relation to such appointment, have all the powers

conferred on the Authority by this article and a requirement made

by such appointed person shall be deemed to be and have the same

force and effect as a requirement of the Authority.

(1) Without prejudice to any of the powers conferred on it

by this Act, the Authority may, whenever it deems it necessary,

g i v e , b y n o t i c e i n w r i t i n g , su c h d i r e c t i v e s a s i t m a y d e e m

appropriate in the circumstances. Any person to whom or to which

the notice is given shall obey, comply with and otherwise give

effect to any such directive within the time and in the manner stated

in the directive.

(2) Without prejudice to the generality of the foregoing

provisions of this article, a directive under this article may -

(a) require anything to be done or be omitted to be done,

or impose any prohibition, restriction or limitation, or

any other requirement, and confer powers, with respect

to any transaction or other act, or to any assets, or to

any other thing whatsoever;

(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;

(b) require that any person having functions in relation to a

company service provider be removed or replaced by

another person acceptable to the Authority;

(c) require an authorised, registered or notified person to

cease operations and to wind up its affairs, in

accordance with such procedures and directions as

may be specified in the directive, which may provide

for the appointment of a person to take possession and

control of all documents, records, assets and property

belonging to or in the possession or control of the

authorised, registered or notified person, as applicable.

(3) The power to give directives under this article shall include

the power to vary, alter, add to or withdraw any directive, as well as

the power to issue new or further directives.

(4) Where the Authority is satisfied that the circumstances so

warrant, it may at any time make public any directive it has given

under any of the provisions of this 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.

(2) The Authority may exercise the powers granted to it by

virtue of this Act at the request of, or for the purposes of, assisting

an overseas regulatory authority

(a) where the assistance is required by the overseas

regulatory authority for the purposes of the exercise of

one or more of its regulatory functions; or

(b) where so required within the terms of Malta’s

international commitments; or

(c) where so required within the terms of undertakings

assumed in bilateral or multilateral agreements for the

exchange of information and other forms of

collaboration with overseas regulatory authorities

including a request under a memorandum of

understanding concluded with the Authority.

(1) Any officer, employee or agent of the Authority, on

producing, if required, evidence of his authority, may enter

premises occupied by a person on whom a notice has been served

under this Act for the purpose of obtaining the information or

documents required by that notice, or otherwise for the purpose of

the investigation, and of exercising any of the powers conferred

upon it.

(2) Where any officer, employee or agent of the Authority has

reasonable cause to believe that if such notice as is referred to in

sub-article (1) were served it would not be complied with or that

any documents to which it could relate would be r em oved,

tampered with or destroyed, such person may, even though a notice

in terms of sub-article (1) has not been served, on producing, if

required, evidence of his authority, enter any premises referred to

in sub-article (1) for the purpose of obtaining any information or

do cuments specifi ed in t he authority, b ei ng in form ation or

documents that could have been required under such notice as is

referred to in sub-article (1).

(3) For the purposes of any action taken under the provisions of

this article, the Authority may request the assistance of the

Commissioner of Police, who may for such purpose exercise such

powers as are vested in him for the prevention of offences and the

enforcement of law and order.

(1) The Minister may, on the advice of the Authority,

make regulations for the better carrying out of any of the provisions

of this Act, and may, in particular, but without prejudice to the

generality of the foregoing, by any such regulations

(a) further regulate the activities of persons providing

company services as well as the services provided and

activities carried on or in conjunction therewith or in

relation thereto, providing for any matter deemed

expedient;

(b) exempt any activities or classes of persons from the

requirements of articles 3, 3A, 3B and 4 and impose

conditions deemed fit for eligibility for exemption;

(c) provide for and regulate the payment by any person, as

the case may be, of application, authorisation or

supervisory fees and such other fees and charges payable

to the Authority in respect of any matter provided for,

by or under this Act or any regulations made under this

article, as may be prescribed;

(d) transpose, implement and give effect to the provisions

and requirements of Directives, Regulations and any

other legislative measures of the European Union

requiring transposition and, or implementation, as they

may be amended from time to time, including any

implementing measures that have been or may be

issued thereunder relating to persons providing

company services and others as may be specified

therein or to any other matter falling within the terms

of this Act;

(e) provide that any provision in any other law shall not

apply to matters falling under the regulations;

(eA) provide for alternative methods and mechanisms of

supervision of persons providing company services, in

so far as this is permissible at law;

(eB) provide for enhanced collaboration, cooperation and

information sharing, between the Authority and other

authorities, agencies and any other body which the

Minister may deem appropriate, with respect to the

regulation and supervision of company service

providers;

(eC) amend the provisions of the Schedule to this Act;

(f)

prescribe any matter that may be or is to be prescribed.

(2) Regulations made under the provisions of this Act may be

made in the English language only.

SANCTIONS AND APPEALS

(1) Any person who contravenes or fails to comply with

any of the provisions of this Act, or contravenes or fails to comply

with any condition, any obligation, requirement, directive or order

made or given under any of the provisions of this Act, shall be

guilty of an offence.

(2) Any person who for the purposes of, or pursuant to, any of

the provisions of this Act or of any rules or regulations made

thereunder, or any condition, obligation, requirement, directive or

order made or given as aforesaid, furnishes information or makes a

statement which he knows to be inaccurate, false or misleading in

any material respect, or recklessly furnishes information or makes a

statement which is inaccurate, false or misleading in any material

respect, shall be guilty of an offence.

(3) Any person who with intent to avoid detection of the

commission of an offence under this Act removes, destroys,

conceals or fraudulently alters any book, document or other paper,

shall be guilty of an offence.

(4) Any person who intentionally obstructs a person exercising

rights conferred by this Act shall be guilty of an offence.

(5) Any person who acts or purports to act as a company

service provider in Malta without being authorised to do so by the

Authority, when so required in terms of this Act, shall be guilty of

an offence.

(6) Any person who is guilty of an offence under sub-articles

(1), (2), (3), (4) and, or (5) and saving any higher punishment

which may be provided under any other law, shall be liable, on

conviction, to a fine (multa) not exceeding four hundred and sixty-

six thousand euro (€466,000) or to a term of imprisonment not

exceeding four years, or to both such fine and imprisonment.

(7) Where an offence in terms of sub-articles (1) to (5) is

com mit ted by a bo dy or other association o f persons, be it

corporate or unincorporated, every person who at the time of the

commission of the offence was a director, manager or other similar

officer of such body or association, or was purporting to act in any

such capacity, shall be guilty of that offence, unless he proves that

the offence was committed without his knowledge and that he

exercised all due diligence to prevent the commission of such

offence.

(1) In this article, the Financial Services Tribunal means

the tribunal established under article 21 of the Malta Financial

Services Authority Act.

(2) Subject to the provisions of this Act, an appeal shall lie to

the Financial Services Tribunal with respect to

(a) any failure to inform an applicant or an authorised or

registered person, as applicable, of the refusal of its

application or of the cancellation of its authorisation or

registration, as applicable, in terms of article 7;

(b) any administrative penalty imposed under article 9;

(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;

(d) any directive given under article 11 or under article

16(2)(b) of the Malta Financial Services Authority

Act;

(e) the variation of any condition or the imposition of any

new condition in terms of article 7.

(3) The provisions of article 21 of the Malta Financial Services

Authority Act shall apply mutatis mutandis to appeals that may be

brought before the Financial Services Tribunal in terms of this

article.

DISQUALIFICATION AS A COMPANY SERVICE PROVIDER

A person shall not qualify for authorisation or registration

under this Act if such person

(a) is subject to any of the disqualifications under article

142(1) of the Companies Act;

(b) has been convicted of any of the offences under the Malta

Financial Services Authority Act, the Investment Services

Act, the Banking Act, the Financial Institutions Act, the

Insurance Distribution Act, the Financial Markets Act,

the Insurance Business Act, the Prevention of Financial

Markets Abuse Act, the Prevention of Money Laundering

Act, the Trusts and Trustees Act, the Securitisation Act,

the Retirement Pensions Act, the Virtual Financial

Assets Act, and any regulations made thereunder;

(c) is a minor; or

(d) is subject to a disqualification order under article 320

of the Companies Act.

TRANSITORY PROVISIONS

(1) Any person who, on the date of the coming into force

of this Act, is carrying out the services of a company service

provider within the meaning of this Act, shall, within three months

from the date of coming into force of this Act, apply to the

Authority for registration in terms of article 4.

(2) The Authority shall accept all the applications referred to in

sub-article (1) and shall process the said applications within six

months from the receipt of a complete application, including

receipt of all supporting documentation and fees as may be required

by the Authority in processing such application.

(1)

Persons who, on the first date of the coming into

force of the amendments to the provisions of this Act introduced by

virtue of Company Service Providers (Amendment) Act, 2020, are

offering any of the services of a company service provider within the

meaning of this Act, and who, until such date, were not required to be

registered in terms of this Act, may only continue to offer the services

of a company service provider following eight months from such date

of coming into force of Company Service Providers (Amendment)

Act, 2020 if

(a)

they have applied for authorisation in terms of

article 4, within two months from the first date of the coming

into force of Company Service Providers (Amendment) Act,

2020 and have been authorised by the Authority as an under-

threshold company services provider within eight months of

such date of coming into force; or

(b)

they have applied for authorisation in terms of

article 4 within two months from the first date of the coming

into force of Company Service Providers (Amendment) Act,

2020, and have been provisionally authorised by the Authority

as an over-threshold or Class C company services provider

within eight months of such date of coming into force, subject

to the submission of any additional information as may be

required by the Authority and the payment of any additional fee

as may be prescribed in the relevant rules or regulations issued

under the Act

Provided that, notwithstanding the provisions of

article 5(4), the Authority shall notify any such person

provisionally authorised in terms of paragraph (b), of its

decision whether to grant or refuse authorisation, within twelve

months of having granted such provisional authorisation

Provided further that persons referred to in

paragraph (b) shall mutatis mutandis comply with and adhere to

the provisions of this Act during the said twelve month period

or until such date as their application is approved or refused by

the Authority, whichever is the earlier, and during such period

any reference in the Act to a "company service provider" or an

"authorised person" shall be deemed to include reference to a

person who has been provisionally authorised under this sub-

article

(2)

Any failure to meet any of the requirements mentioned in

sub-article (1)(b), or to furnish any additional information requested

by the Authority within the time stipulated by the Authority, or any

withdrawal or abandonment of the application at any time during the

said twelve month period, or the Authority’s decision to refuse or grant

an authorisation in terms of article 5, or if the applicant furnishes

information or makes a statement which he knows to be inaccurate,

false or misleading in

any material respect, or recklessly furnishes information or makes a

statement which is inaccurate, false or misleading in any material

respect, shall automatically render any such provisional authorisation

null and without effect

Provided that the granting of a provisional authorisation is a

temporary concession and privilege, and no holder thereof shall be

deemed to have acquired any vested rights therein or thereunder.

(3)

The criteria by which a person shall be considered to be an

over-threshold or under-threshold company services provider shall be

provided for in rules issued under this Act.

(4)

Subject to a complete application being submitted to the

Authority in terms of sub-article (1), and before such person is

authorised in terms of sub-article (1)(a) or before such person is

provisionally authorised in terms of sub-article (1)(b), as the case may

be, the Authority shall proceed to classify such person into one of the

Classes for company service providers set out in the Schedule to this

Act and into one of the thresholds mentioned in sub-article (3), and

shall notify such person in writing of the outcomes of such

classification and of such allocation of thresholds.

(5)

Any person who, on the first date of the coming into force of

Company Service Providers (Amendment) Act, 2020, is already

registered as a company service provider under this Act shall be

considered to be an authorised person for the purposes of this Act.

This notwithstanding, such person shall be subject to the Authority’s

classification process set out in sub-article (4), with no requirement,

however, on such person to submit any application to the Authority.

(6)

Any applicant who may have already submitted an

application for registration with the Authority prior to the first date of

the coming into force of Company Service Providers (Amendment)

Act, 2020 and whose application had, by such date, not yet been

determined by the Authority in terms of article 5, shall notify the

Authority, in writing, whether such applicant intends continuing with

the application or whether such applicant wishes to withdraw such

application.

Provided that, where an applicant does not so notify the

Authority, within three months from the first date of the coming into

force of Company Service Providers (Amendment) Act, 2020, the

Authority shall deem such an application to have been withdrawn.

(7)

Any person who, on the first date of the coming into force of

Company Service Providers (Amendment) Act, 2020, had already

notified the Authority in terms of Article 3(5) prior to such coming

into force of the said Act shall be subject to the Authority’s

classification process set out in sub-article (4), with no requirement,

however, on such person to submit any application to the Authority.

(8) The Authority may, at its sole discretion, direct the manner

and intervals within which applications from different persons are to

be received by the Authority within the period referred to in sub-article

(1) above.

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 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.

S CHEDULE

Added by

L.2020.19.

A company service provider authorised to

Class A

provide, by way of its business, the following

CSP

services to third parties: (i) formation of companies

or other legal entities; and, or (ii) 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.

A company service provider authorised to

Class B

provide, by way of its business, the service to third

CSP

parties of acting as, or arranging for another person

to act as director or secretary of a company, a

partner in a partnership or in a similar position in

relation to other legal entities.

A company service provider authorised to

Class C

provide, by way of its business, all of the services

CSP

of a company service provider specified under

article 2(1) in the definition "company service

provider".