Civil Code (Second Schedule)

L.N. 375 of 2017

CIVIL CODE

(CAP. 16)

Civil Code (Second Schedule)

(Register of Beneficial Owners - Foundations) Regulations, 2017

IN exercise of the powers conferred by article 24(k) of the

Second Schedule to the Civil Code, the Minister responsible for

justice has made the following regulations:-

(1) The title of these regulations is the Civil Code

(Second Schedule) (Register of Beneficial Owners - Foundations)

Regulations, 2017.

(2) The purpose of these regulations is to implement the

relevant provisions 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) 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 relating to information about the

beneficial owners of foundations established under the laws of Malta,

and they shall be interpreted and applied accordingly.

(3) These regulations shall come into force on the 1st January,

2018.

Civil Code (Second Schedule)

(Register of Beneficial Owners - Foundations) Regulations

Penalties and Regulations applicable thereto

Daily

Regulation

Default

Penalty

penalty

4(9)

Failure to keep record of beneficial owners

€500

€5

5(3)

Failure to comply with regulation 5

€500

€5

7(5)

Failure to provide information to the Registrar for

Legal Persons about a change in the beneficial

owner of a foundation

€500

€5

The following provisions shall apply to any penalty imposed by the Registrar for

Legal Persons in terms of the Civil Code (Second Schedule) (Register of

Beneficial Owners - Foundations) Regulations

(1) Where the Registrar for Legal Persons gives notice in writing to any

foundation and, or any person that such foundation and, or person has

become liable to a penalty under these regulations specifying the nature

of the infringement, and indicating an amount as due by way of penalty in

respect of such infringement, the foundation and, or person to whom the

notice is given shall, without prejudice to the provisions of paragraphs (2)

to (15) be deemed to have incurred a penalty under these regulations, and

the amount indicated as aforesaid as due by way of penalty including any

penalty due for each day during which the default continues shall be

deemed to be the penalty due under these regulations in respect of the

infringement specified in the notice.

(2) A notice as is referred to in paragraph (1) shall, upon the service of a copy

thereof by means of a judicial act on the foundation and, or any person

indicated in the notice, constitute an executive title for all effects and

purposes of Title VII of Part I of Book Second of the Code of

Organization and Civil Procedure unless such person shall within thirty

days from the date of such service institute proceedings before the court

objecting to the penalty so fixed.

(3) Where any foundation and, or any person desires to institute proceedings

objecting to a penalty referred to in paragraph (1), such proceedings shall

be instituted by application against the Registrar for Legal Persons.

(4) The application shall, under pain of nullity, state clearly and concisely the

nature of the complaint, the facts out of which the complaint arises, the

reasons why such complaint should be upheld, and the claim that the

penalty is not due at law or is due at law only in a smaller amount.

(5) The court shall not annul or reduce a penalty as aforesaid unless such

penalty cannot at law be imposed in the circumstances of the case, or

cannot at law be fixed in the amount fixed by the Registrar for Legal

Persons.

(6) The applicant shall attach to the application all such documents in support

of his claim as it may be in his power to produce, and shall indicate in his

application the names of all witnesses he intends to produce stating, in

respect of each, the proof which he intends to make.

(7) The court shall, without delay, set down the application for hearing at an

early date, which date shall in no case be later than thirty days from the

date of the filing of the application.

(8) The application, and the notice of the date fixed for hearing, shall be

served on the Registrar for Legal Persons without delay, and the said

Registrar for Legal Persons shall file his reply thereto within fourteen

days after the date of the service of the application.

(9) The Registrar for Legal Persons shall, in his reply, state clearly and

concisely whether he agrees to the facts set out in the application, and the

reasons why he objects to the claim; he shall moreover state in his reply

the names of the witnesses in support of his reasons and shall attach

thereto all the documents in support thereof.

(10) On the day fixed for the hearing of the application, the court shall

consider only the issues of fact and of law as are ascertainable from the

application, reply or documents filed, by either of the parties, or from the

evidence indicated by either of the parties in the application or reply, as

the case may be, or from the oral pleading of either of the parties.

(11) The court shall hear the application to a conclusion within five working

days from the date fixed for the original hearing of the application, and no

adjournment shall be granted except either with the consent of both

parties, or for an exceptional reason to be recorded by the court, and such

adjourned date shall not be later than that justified by any such reason.

(12) Saving the preceding paragraphs, the provisions of the Code of

Organization and Civil Procedure relating to proceedings before the First

Hall of the Civil Court shall apply in relation to any such application.

(13) Notwithstanding the provisions of article 256(2) of the Code of

Organization and Civil Procedure, the executive title referred to in

paragraph (2) shall not be enforceable before the lapse of thirty days from

the service of the judicial act therein referred to.

(14) The decision of the court upon an application referred to in paragraph (3),

confirming the imposition of a penalty fixed by the Registrar for Legal

Persons or reducing any such penalty, shall upon becoming res judicata

be deemed to be a judgment of the court ordering the payment by the

applicant of the penalty as confirmed or reduced.

(15) An appeal from a decision of the court upon an application referred to in

paragraph (3), shall be made by means of an application to the Court of

Appeal to be filed within six working days of the date of the decision; the

foundation and, or person against whom the appeal is entered shall within

six working days from the service upon him of the application file a reply

to the appeal.

€1.89

(1)

In these regulations, unless the context otherwise

requires

"beneficial owner" shall have the meaning assigned to it under

the Prevention of Money Laundering and Funding of Terrorism

Regulations specifically as applicable to foundations and for the

purposes of these regulations shall be specifically applied to the

following

(a)

the founder;

(b)

the administrator(s);

(c)

the protector or members of a supervisory council, if

any;

(d) the beneficiaries where identified in the relevant

foundation instruments, subject to regulation 4(1)(g), or where

the individuals benefiting from the foundation have yet to be

determined, the class of persons in whose main interest the

foundation is set up or operates and when the beneficiary is a

legal entity then this term shall also include the ultimate

beneficial owner of such legal entity; and

(e)

any other natural person exercising ultimate and

effective control over the foundation by any means including

any person (other than those already referred to in paragraphs

(a) to (d) of this definition) whose consent is to be obtained, or

whose direction is binding, in terms of the statute of the

foundation or any other instrument in writing, for material

actions to be taken by the foundation or the administrators;

and "beneficial ownership" shall be construed accordingly;

"foundation" is an organisation consisting of a universality of

things constituted in writing, whether by public deed, private writing,

resolution or otherwise, by a founder or founders whereby assets are

destined either for the fulfillment of a specified purpose or for the

benefit of a named person or class of persons, which assets are

entrusted to the administration of a designated person or persons, and

this, irrespective of whether it is registered with the Registrar for

Legal Persons in terms of the Second Schedule or applicable

regulations or not;

"material actions" means the following actions or any other

actions achieving the same result

(a)

the amendment of the statute;

(b) the addition or removal of any beneficiary, or any

person from a class of beneficiaries or any action affecting the

entitlement of a beneficiary;

(c)

the appointment or removal of administrators or

protectors or members of the supervisory council;

(d)

the acceptance of new founders;

(e)

the re-domiciliation of the foundation;

(f)

the assignment or transfer of all or the majority of

the assets of the foundation; or

(g)

the termination or revocation of the foundation;

"officer" means the administrator or administrators of the

foundation who are named in its statute and, or where there are

changes, the relevant notice form submitted to the Registrar for Legal

Persons, and where the administrator is a legal organisation, the

persons entrusted with the management and administration thereof,

and this, for as long as they continue to occupy such office;

"Register of Beneficial Owners" means the Register of

Beneficial Owners - Foundations kept by the Registrar for Legal

Persons in terms of these regulations;

"register of beneficial owners" means the register of

beneficiaries and other persons kept by the foundation in terms of

these regulations;

"Registrar for Legal Persons" is the person appointed by the

Minister responsible for justice in accordance with article 11 of the

Second Schedule;

"Second Schedule" means the Second Schedule to the Civil

Code;

"subject person" means a subject person in terms of the

Prevention of Money Laundering Act, and applicable regulations.

(2) Unless otherwise stated or the context otherwise requires,

terms and expressions used in these regulations shall have the

meaning attributed to them in the Second Schedule and the

Prevention of Money Laundering Act and regulations made

thereunder, as the context may require.

(1) Subject to the exclusions stated in sub-regulation

(2), these regulations shall apply to all foundations established

(a)

as a beneficiary foundation, for a private interest; or

(b) as a purpose foundation for the achievement of a

social purpose or for the carrying on of any lawful activity on a

non-profit making basis;

and this, irrespective of whether they are registered with the Registrar

for Legal Persons in terms of the Second Schedule or applicable

regulations and includes voluntary organisations in the form of

foundations.

(2) These regulations shall not apply to

(a) a foundation which is established and controlled by

the Government of Malta where "controlled by the Government

of Malta" means that the Government of Malta has the power,

whether directly or indirectly, to nominate, appoint, change or

remove a majority of the administrators of the foundation; or

(b) a foundation which constitutes a pious foundation or

an ecclesiastical entity in the form of a foundation in terms of

the Second Schedule or is a marriage legacy governed by the

Marriage Legacies Law; or

(c)

any other type of foundation not referred to above

which the Minister responsible for justice may by notice

designate.

(1) Every foundation shall take all reasonable steps to Foundations to

obtain and at all times hold adequate, accurate and up to date keep

beneficial

information in respect of its beneficial owners, which shall at least owners.

include the following particulars

(a)

the name;

(b)

the date of birth;

(c)

the nationality;

(d)

the country of residence;

(e)

an official identification document number

indicating the type of document and the country of issue;

(f)

the role of the beneficial owner in relation to the

foundation in terms of paragraphs (a) to (c) and (e) of the

definition of "beneficial owner" in regulation 2(1);

(g) in the case of a beneficiary as defined in paragraph

(d) of the definition "beneficial owner" in regulation 2(1), the

nature and extent of the benefit and any changes thereto, as well

as, when applicable, an indication as to whether the foundation

statute or any other instrument in writing include any

suspension of the officer’s duty to inform such beneficiary of

his benefit under the foundation or that he forms part of a class

of beneficiaries which may so benefit, and in such case, such

person shall not be considered to be a beneficiary until such time

as he is informed of such benefit or receives actual benefit; and

(h) the effective date on which a natural person became,

or ceased to be, a beneficial owner of the foundation or, in the

case of a beneficiary, the effective date on which his beneficial

interest in the foundation has increased or been reduced.

(2) For the purpose of this regulation, where the beneficiaries

of a foundation are a class of beneficiaries, the following rules shall

apply unless stated otherwise in the statute or the beneficiary

statement of the foundation

(a) the class shall be described and its members

declared as required by this regulation;

(b) when reference is made to the "family" of a person,

the class is considered to be made up of the person, his direct

ascendants, his spouse, his direct descendants, and unless

excluded, their respective spouses;

(c)

when a child is born or a marriage takes place,

unless stated otherwise, such child and spouse shall be declared

within three months of the birth or marriage;

(d) "children" include children born out of wedlock and

adopted children;

(e)

"spouse" includes the person who the relevant

person is married to at the relevant time and not persons who

they have divorced or separated from, and also includes persons

with whom there is a civil union or a cohabitation or a de facto

arrangement recognised by law in the country where they are

habitually resident, including where permitted, of the same

gender;

and the information prescribed in this sub-regulation shall be

submitted to the Registrar for Legal Persons as soon as a beneficiary

is determined to form part of a class of beneficiaries or is appointed a

beneficiary of the foundation, whichever is the earlier

Provided that nothing in the above shall affect the

interpretation of a statute of a foundation or a beneficiary statement

indicating the beneficiaries of a foundation, or any entitlements of

persons who may or may not be beneficiaries or have any

entitlements, which shall be governed by the statute, the beneficiary

statement and principles of applicable law and the declaration made

for the purposes of these regulations may not be used for the purpose

of proving whether an entitlement exists or not or the extent thereof.

(3) The foundation shall obtain the information required under

sub-regulation (1) from the beneficial owners of the foundation and,

or from any natural person whom it has reasonable cause to believe to

be a beneficial owner, who shall be bound to provide the said

information to the foundation without delay and every beneficiary

who acquires, disposes of, increases or reduces his beneficial interest

in the foundation, or whose beneficial interest is disposed of,

increased or reduced through an action of the administrators of the

foundation, and every person who is appointed or ceases to carry out

the role of beneficial owner in relation to the foundation in terms of

paragraphs (a) to (c) and (e) of the definition of "beneficial owner" in

regulation 2(1) shall be bound to immediately provide the said

information to the foundation.

(4) Such information shall be verified by the foundation on the

basis of documents, data or information obtained from a reliable

source. The foundation shall also ensure that it obtains declarations

confirming that the beneficial owner is not an intermediary, such as

an agent, nominee or trustee, for another person, and if so, the

foundation shall also obtain information on the principal or

beneficiary of such intermediary.

When the beneficiary is a legal organisation or a fiduciary

or other intermediary, information shall be obtained with reference to

the natural person who is the ultimate beneficial owner thereof.

Any information contained in the deed or statute of a

foundation, or any beneficiary statement, a power of attorney, an

engagement or instruction letter, delivered to the Registrar for Legal

Persons at the time of the registration of the foundation or at any time

thereafter, and any document or notice registered with the Registrar

for Legal Persons at any time, any testament or any other official

document shall be deemed to be sufficiently reliable for the purposes

of carrying out the duties under this regulation.

(5) Every beneficiary foundation, that is a foundation

established for the benefit of a beneficiary or beneficiaries or a class

of beneficiaries, shall enter the information referred to in sub-

regulation (1) in a register of beneficial owners, which register shall

be kept and maintained by the foundation at the registered address of

the foundation or at such other place as may be specified in the statute

of the foundation.

(6) Every purpose foundation, that is a foundation established

solely to achieve a stated purpose and which does not have any

beneficiaries as defined in paragraph (d) of the definition "beneficial

owner" in regulation 2(1) shall only be required to enter the

information referred to in paragraphs (a) to (c) and (e) of such

definition in a register of beneficial owners, which register shall be

kept and maintained by the foundation at the registered address of the

foundation or at such other place as may be specified in the statute of

the foundation.

(7) A foundation shall not

(a)

enter the name of a beneficial owner or any changes

to the beneficial interest in the register of beneficial owners; or

(b) notify, when required upon an event, the Registrar

for Legal Persons in compliance with the Second Schedule, of

the name of any beneficial owner;

unless it has obtained, as may be applicable, information on the

underlying beneficial ownership and unless it has carried out

customer due diligence obligations in terms of the requirements of the

Prevention of Money Laundering Act and regulations made

thereunder.

(8) Unless excluded, suspended or postponed by the terms of

the foundation or a beneficiary statement, any person who is a

beneficial owner of a foundation, has a right of access to information

relating to himself in the register of beneficial owners held by such

foundation within a reasonable period after he makes a request in

writing to this effect to the foundation. However the fact that any such

persons do not have a right to the information until they are appointed

to benefit under the foundation shall not imply that the duty to declare

their entitlement under this regulation shall not arise.

(9) If default is made in complying with the provisions of this

regulation, the foundation and every officer of the foundation who is

in default shall be jointly and severally liable to a penalty, and, for

every day during which the default continues, to a further penalty

Provided that an officer of the foundation shall not be

liable if he had exercised all due diligence to comply with the

provisions of this regulation and the default was not due to any act or

omission or negligence on his part.

(1) With effect from the date of the coming into force of

these regulations, where

(a) a foundation is to be established and registered

under the Second Schedule; or

(b) a foundation has been established and, or registered

prior to the coming into force of these regulations;

there shall be delivered to the Registrar for Legal Persons, in case of

those foundations referred to in paragraph (a) prior to registration

thereof and in case of those foundations referred to in paragraph (b)

within six months of the coming into force of these regulations a

declaration, in the prescribed form, if any, signed by two of the

administrators of the foundation, unless the foundation has a sole

administrator in which case by such administrator, containing the

information in accordance with regulation 4 on all the beneficial

owners of the foundation. Where the administrator is a body corporate,

such declaration shall be signed by at least two persons entrusted with

the management and administration thereof.

(2) A foundation, and all relative documents, shall not be

registered unless the Registrar for Legal Persons is satisfied that the

requirements of this regulation have also been complied with.

(3) In case of default, the foundation and every officer of the

foundation who is in default shall be jointly and severally liable to a

penalty, and, for every day during which the default continues, to a

further penalty

Provided that an officer of the foundation shall not be

liable personally if he shows that he had exercised all due diligence to

comply with the provisions of this regulation and the default was not

due to negligence on his part.

(1) The information on the beneficial owners of every Register of

foundation provided to the Registrar for Legal Persons in accordance Beneficial

Owners.

with these regulations shall be held by the Registrar for Legal Persons

in a Register of Beneficial Owners kept for this purpose.

(2) Documents required to be delivered to the Registrar for

Legal Persons under any of the provisions of these regulations shall

not form part of, nor be registered in, the main Register administered

by the Registrar for Legal Persons under the Second Schedule and the

information on the beneficial owners of every foundation provided to

the Registrar for Legal Persons in accordance with these regulations

shall be entered and held by the Registrar for Legal Persons only in

the Register of Beneficial Owners kept by the Registrar for Legal

Persons for this purpose.

(3) The Register of Beneficial Owners shall be accessible only

to such persons and in accordance with such procedures as set out in

these regulations. For the avoidance of doubt, in case of conflict

regarding accessibility, these regulations shall prevail over the

provisions of the Second Schedule in so far as concerns the Register

of Beneficial Owners.

(4) The information provided by a foundation in terms of

regulation 5 shall be deemed to be sufficiently reliable for the Registrar

for Legal Persons in fulfillment of his duties under these regulations.

(1) The information held in the Register of Beneficial

Owners must be adequate, accurate and up-to-date.

(2) Where there is a change in the beneficial ownership of a

foundation or any other change occurs as a result of which the

particulars in the Register of Beneficial Owners in relation to a

beneficial owner are incorrect or incomplete, the foundation shall,

within fourteen days from the date on which the change is recorded

with the foundation, deliver to the Registrar for Legal Persons a

notice, in the prescribed form, if any, of the change, providing the

information required under regulation 4 on any new beneficial owner,

updated information including the nature and extent of the beneficial

interest held on each of the other beneficial owners and the effective

date of changes made, and the Registrar for Legal Persons shall enter

the said changes in the Register of Beneficial Owners

Provided that if the change in the beneficial ownership

information relates to a change in the administrator(s), it shall be the

duty of the new administrator(s) to notify the Registrar for Legal

Persons of such change.

(3) The Registrar for Legal Persons shall not register any

changes in the beneficial owners unless the requirements of sub-

regulation (2) have been complied with.

(4) The notices of changes in beneficial ownership referred to

in sub-regulation (2), duly completed, shall be signed by at least one

officer of the foundation. Where the officer is a body corporate, such

notices shall be signed by at least two persons entrusted with the

management and administration thereof.

(5) If default is made in complying with the provisions of this

regulation, the foundation and every officer of the foundation who is

in default shall be jointly and severally liable to a penalty, and, for

every day during which the default continues, to a further penalty

Provided that an officer of the foundation shall not be

liable personally if he shows that he had exercised all due diligence to

comply with the provisions of this regulation and the default was not

due to negligence on his part.

(6) The obligation to file a notice in terms of this regulation

shall not exonerate the foundation, or any of its officers, from any

duty to notify such changes to the Registrar for Legal Persons or any

other person in terms of the applicable special law.

(1)

If

Rectification of

the Register of

Beneficial

(a) the name of any person is, without sufficient cause,

Owners.

entered in or omitted from the register of beneficial owners kept

and maintained by a foundation or the Register of Beneficial

Owners kept and maintained by the Registrar for Legal Persons;

or

(b) unnecessary delay takes place in entering in the

register of beneficial owners kept and maintained by a

foundation or the Register of Beneficial Owners kept and

maintained by the Registrar for Legal Persons the fact that a

person has ceased to be a beneficial owner;

the person aggrieved or any beneficial owner may apply to the First

Hall, Civil Court, for the rectification of the register of beneficial

owners and, or the Register of Beneficial Owners.

(2) Where an application is made under sub-regulation (1), the

First Hall, Civil Court may

(a)

refuse the application;

(b) decide any question as to whether the name of any

person who is a party to the application should or should not be

entered in or omitted from register of beneficial owners or the

Register of Beneficial Owners, as the case may be;

(c)

order the rectification of the register of beneficial

owners or the Register of Beneficial Owners, as the case may

be;

(d) order payment by the foundation of compensation of

up to one thousand euro (€1,000) for any loss sustained by any

party aggrieved; and, or

(e)

more generally, decide any question necessary or

expedient to be decided for rectification of the relevant register.

(3) All decisions of the First Hall, Civil Court, relating to the

register of beneficial owners or the Register of Beneficial Owners

shall be deemed to be orders which apply to the foundation and the

Registrar for Legal Persons, without being a party thereto, and they

shall, upon being notified with a certified copy of the judgment of the

First Hall, Civil Court, act accordingly to ensure that identical actions

are taken in the register of beneficial owners and, or the Register of

Beneficial Owners.

(1) The information on the beneficial owners of a

foundation held by the Registrar for Legal Persons in the Register of

Beneficial Owners shall, subject to the provisions of these

regulations, be accessible to

(a) national competent authorities with designated

responsibilities for combating money laundering and terrorist

financing, or that have the function of investigating or

prosecuting money laundering, associated criminal offences and

terrorist financing, or of tracing, seizing, freezing and

confiscating criminal assets, the Financial Intelligence Analysis

Unit and national tax authorities, and any other national

competent authority within the meaning assigned to it under the

Prevention of Money Laundering and Funding of Terrorism

Regulations not already covered above, for the purposes of

fulfilling their statutory functions in a timely manner without

any restriction and without alerting the foundation or the

beneficial owners concerned; and

(b) subject persons in terms of the Prevention of Money

Laundering and Funding of Terrorism Regulations for the

purpose of carrying out customer due diligence in accordance

with the said regulations with reference to such foundation,

which access shall be granted in a timely manner on a written

request.

(2) Subject to compliance with the provisions of the Data

Protection Act, on access to personal data, any person who, or

organisation which, in a written request, satisfactorily demonstrates

and justifies a legitimate interest specifically related to the prevention

of money laundering and the financing of terrorism may be provided

with the following information held in the Register of Beneficial

Owners with reference to a specified foundation

(a)

the name;

(b)

the month and year of birth;

(c)

the nationality;

(d)

the country of residence; and

(e)

the extent and nature of the beneficial interest of the

beneficial interest of the beneficial owners of the foundation;

and this shall be granted in a timely manner. Any such person or

organisation shall not be granted access to any other information or

documents relating to the beneficial owners of the foundation which

may be in the possession of the Registrar for Legal Persons.

(3) The subject persons mentioned in sub-regulation (1)(b)

shall, together with the written request, submit to the Registrar for

Legal Persons

(a) identification details and other information

supported by documents, certified as authentic, showing that the

person requesting access to the Register is a subject person,

such as a licence or a professional warrant or other evidence of

the function of the subject person;

(b) a declaration that the purpose of the enquiry relates

and will contribute to the prevention, detection and combating

of money laundering or the associated predicate offences or the

financing of terrorism;

(c)

documentation, certified as authentic, of the legal

relationship with the foundation or the beneficial owners, such

as an engagement or instruction letter engaging the subject

person or a power of attorney; and

(d) any other document which the Registrar for Legal

Persons may deem necessary.

(4) The persons or organisations mentioned in sub-regulation

(2) shall, together with the written request, submit to the Registrar for

Legal Persons

(a)

identification details and other information

supported by documents, certified as authentic, identifying the

person requesting information from the Register of Beneficial

Owners;

(b) a declaration that the purpose of the enquiry relates

and will contribute to the prevention, detection and combating of

money laundering or the associated predicate offences and the

financing of terrorism;

(c)

a statement on the basis of the legitimate interest

underlying the request and associated supporting documentation

as may be reasonably required by the Registrar for Legal

Persons to prima facie ascertain that the person or organisation

has a legitimate interest in consulting the Register of Beneficial

Owners with reference to the particular foundation or beneficial

owners thereof; and

(d)

any other document which the Registrar for Legal

Persons may deem necessary.

For this purpose, the Registrar for Legal Persons may

publish guidelines setting out the documentation required to support

such a request to information held in the Register of Beneficial

Owners and the evidence of any stated legitimate interest as well as

the procedure for making such requests and any other applicable

conditions.

(5) Access to, or provision of, information held in the Register

of Beneficial Owners shall be subject to the following conditions

(a)

the competent authorities in sub-regulation (1)(a)

shall be granted access without restriction to the requested

information held in the Register of Beneficial Owners on the

assumption that such consultation is related to such competent

authority’s statutory functions and without prejudice to the

relevant competent authority’s obligations under applicable data

protection laws and regulations;

(b) subject persons referred to in sub-regulation (1)(b)

shall be granted access to the requested information held in the

Register of Beneficial Owners upon written request to the

Registrar for Legal Persons on the basis of the declarations

made and documents submitted being satisfactory as stated in

sub-regulation (3) and without prejudice to the relevant subject

person’s obligations under applicable data protection laws and

regulations and laws relating to professional secrecy; and

(c)

the persons or organisations set out in sub-regulation

(2) shall be granted the information requested on satisfactory

compliance with sub-regulation (4). For the avoidance of doubt,

it shall be incumbent on the person or organisation to prove its

legitimate interest to the Registrar for Legal Persons. Any such

request and any permission granted shall be limited to the

specific foundation and the relevant beneficial owner or owners.

(6) Access to information on a beneficial owner of a

foundation under sub-regulations (1)(b) and (2) may not be granted,

in full or in part, where in exceptional circumstances to be justified by

means of documentary evidence and to be determined on a case by

case basis, access to such beneficial ownership information would

expose the beneficial owner to the risk of fraud, kidnapping,

blackmail, violence or intimidation, or whether the beneficial owner

is a minor or otherwise incapable.

Such limitation shall not hinder in any way the access of

persons referred to in sub-regulation (1)(a) or of credit or financial

institutions in carrying out their duties under laws for the prevention

of money laundering and terrorist financing.

Each request for information which raises the above risks

based on information provided by the foundation when complying

with these regulations shall be examined by the Registrar for Legal

Persons on a case-by-case basis prior to his determination on whether

to grant access to information or otherwise.

(7) The Registrar for Legal Persons shall be bound to notify in

writing the applicant of any decisions that he may take refusing a

written request made to him providing the reasons for his decision.

Any person or organisation which feels aggrieved by any decision of

the Registrar for Legal Persons may appeal to the First Hall, Civil

Court, from such decision within thirty days of receipt thereof or,

where there is no response to an application, after forty-five days

from the date of such written request to the Registrar for Legal

Persons.

(8) Notwithstanding the provisions of any other law, including

the laws on professional secrecy and data protection, the competent

authorities referred to sub-regulation (1)(a) and the Financial

Intelligence Analysis Unit are permitted to, in pursuance of their

functions in accordance with applicable law, provide the information

about the beneficial owners to competent authorities and to Financial

Intelligence Units of other Member States of the European Union and

to do so in a timely manner.

(9) The Registrar for Legal Persons shall be entitled to require

online requests to access information in the Register of Beneficial

Owners, and to levy a fee for such access to the Register as

established in guidelines which he may issue for this purpose, so as to

cover the administrative costs thereof.

(1) All persons entitled to access information in terms Data protection

of these regulations shall be subject to the Data Protection Act and and

confidentiality.

relevant regulations thereunder and shall also be subject to the Cap. 440.

obligation not to disclose any information about beneficial owners

except as required or permitted by applicable law.

(2) The Registrar for Legal Persons shall be bound to maintain

confidentiality on any access to the Register of Beneficial Owners by

the authorities referred to in regulation 9(1)(a) and shall not inform

the foundation or the beneficial owners on whom information is

sought of such access.

(1) The fact that foundations comply with these

regulations with regard to provision of information to the Registrar

for Legal Persons shall not imply that such foundations do not remain

equally obliged to provide any information requested of them by

subject persons taking customer due diligence measures in

accordance with the Prevention of Money Laundering Act and

applicable regulations, as well as others entitled to such information

under special laws, about such foundation and its beneficial owners.

(2) So as to ensure that the Registrar for Legal Persons is not

inundated with requests under these regulations which would be

easily met by observance of basic compliance with applicable laws

and so as to avoid demands on the Registrar for Legal Persons which

are not eligible under these regulations

(a) all subject persons shall deal directly with

foundations and beneficial owners prior to applying to the

Registrar for Legal Persons; and

(b) all foundations shall provide information about their

beneficial owners, direct and indirect, to subject persons, as

well as others entitled to such information under special laws, in

a timely manner, when

(i) such subject persons are taking customer due

diligence measures in accordance with the Prevention of

Money Laundering Act and applicable regulations; or

(ii) other persons who are seeking information

from the foundation itself and who are entitled to demand,

and be provided with, such information, are doing so for

the purposes of special laws which are intended for the

prevention, detection and combating of money laundering

or the associated predicate offences or the financing of

terrorism.

(3) In any case, subject persons shall not rely exclusively on

the Register of Beneficial Owners to fulfil their customer due

diligence requirements and access to such Register of Beneficial

Owners by subject persons in terms of these regulations shall not

exonerate such subject persons from all responsibilities and duties

incumbent upon them in terms of applicable law.

Any officer or beneficial owner of a foundation who

knowingly or recklessly makes a statement, declaration or otherwise

provides to the Registrar for Legal Persons information on the

beneficial ownership of a foundation, that is misleading, false or

deceptive in a material particular, shall be guilty of an offence and

shall be liable on conviction to a fine (multa) of not more than five

thousand euro (€5,000) or to imprisonment for a term not exceeding

six months or to both such fine and imprisonment.

(1) The Register of Beneficial Owners held by the Interconnection

Registrar for Legal Persons in accordance with regulation 6 shall be of

of Beneficial

interconnected with the system of interconnection of central registers Owners.

composed of the registers of Member States and EEA States via the

European Central Platform and the European e-Justice portal serving

as the European electronic access point.

(2) The information on the beneficial owners of a foundation

held by the Registrar for Legal Persons in the Register of Beneficial

Owners shall be available and accessible to the persons mentioned in

regulation 9(1)(a) through the system of interconnection of registers

mentioned in this regulation.

Any document which is required to be delivered to the Electronic

Registrar for Legal Persons under any of the provisions of these communication.

regulations, and any such delivery and the retention of any such

document by the Registrar for Legal Persons, may be in such format

and by such means, including in electronic form and by electronic

communication within the meaning of the Electronic Commerce Act, Cap. 426.

as the Registrar for Legal Persons may deem appropriate.

(1) Where any provision of these regulations provides Administrative

for the imposition of a penalty, the amount of such penalty shall be penalties.

determined by reference to the Schedule, which specifies the

maximum penalty that may be imposed by the Registrar for Legal

Persons under any of the provisions of these regulations.

(2) In the Schedule, the first column indicates the regulation

and sub-regulation which prescribes that a penalty shall be imposed,

the second column gives a general description of the infringement,

which description shall not be relied on in interpreting any provision

of these regulations, the third column prescribes the maximum

penalty and the fourth column prescribes the maximum daily default

penalty. The penalty shall become due on the day on which the

default occurs and the daily default penalty shall be due for every day

during which the default continues and shall accrue from the day

following that on which the default occurs.

(3) Action by the Registrar for Legal Persons for the recovery

of a penalty under these regulations shall be prescribed by the lapse of

five years from the day on which the default occurs.

(4) A foundation shall be jointly and severally liable with its

officers for the payment of any administrative penalties imposed

under these regulations.

(5) The provisions of the Schedule shall apply to any penalty

imposed by the Registrar for Legal Persons under these regulations.

Access to information in the Register of Beneficial Owners

may be subject to the payment of a fee which shall not exceed the

administrative costs thereof. The Registrar for Legal Persons may

from time to time, by notice publicly available at the Registry for

Legal Persons, establish such fee.

The Registrar of Legal Persons shall have the power to

issue and prescribe forms, and to modify the same as may be

required, from time to time, to be used by foundations, beneficial

owners, persons requesting access and information and otherwise, for

the better carry out and implementation of these regulations.