Companies Act (Register of Beneficial Owners)

Suppliment tal-Gazzetta tal-Gvern ta’ Malta Nru. 20,007, 12 ta’ Ġunju, 2018

L.N. 184 of 2018

COMPANIES ACT

(CAP. 386)

Companies Act (Register of Beneficial Owners)

(Amendment) Regulations, 2018

IN exercise of the powers conferred by article 425(6) of the

Companies Act, the Minister for Finance has made the following

regulations:-

The title of these regulations is the Companies Act Title.

(Register of Beneficial Owners) (Amendment) Regulations, 2018, and

shall be read and construed as one with the Companies Act (Register S.L. 386.19

of Beneficial Owners) Regulations, hereinafter referred to as "the

principal regulations".

Paragraph (b) of sub-regulation (3) of regulation 2 of the Amends

principal regulations shall be substituted by the following new regulation

the principal

paragraph

regulations.

"(b) where, and for as long as, all the registered

shareholders of which are natural persons who are disclosed in

the public records at the register of commercial partnerships

maintained by the Registrar of Companies

Provided that none of the said natural persons is

acting as trustee or in any other fiduciary capacity.".

In sub-regulation (1) of regulation 3 of the principal Amends

regulations, for the words "signed by two of the proposed directors of regulation

the principal

the company unless the company has one proposed director", there regulations.

shall be substituted the words, "signed by one of the proposed directors

of the company".

In regulation 4 of the principal regulations, for the words Amends

"kept by the Registrar for this purpose.", there shall be substituted the regulation

the principal

words, "kept by the Registrar for this purpose, which register may be regulations.

in electronic format only.".

In sub-regulation (3) of regulation 5 of the principal Amends

regulations, for the words "or at such other place as may be specified regulation

the principal

in the Memorandum or Articles of Association of the company.", there regulations.

shall be substituted the words, "or at such other place in Malta as may

be specified in the Memorandum or Articles of Association of the

company.".

In sub-regulation (2) of regulation 6 of the principal

regulations, for the words "under sub-regulation (1)", there shall be

substituted the words, "under sub-regulation (1) where applicable.".

Sub-regulation (3) of regulation 8 of the principal

regulations shall be replaced by the following

"(3) Every company as is mentioned in sub-regulation (1)

shall, on the first anniversary of its registration that falls due

immediately after the expiry of six months from the coming into

force of these regulations or when there is any change in the

beneficial ownership of the company occurring after the expiry

of six months from the coming into force of these regulations,

whichever is the earlier, deliver to the Registrar, in accordance

with sub-regulation (4), a declaration in the form set out in the

First Schedule to these regulations containing the information

mentioned in regulation 3 on all the beneficial owners of the

company as at the date of such anniversary or change as the case

may be.".

The First Schedule to the principal regulations shall be

substituted by the following

"FIRST SCHEDULE

FORMS

(Applicable to companies and to partnerships en nom collectif and partnerships en

commandite or limited partnerships)

Companies Act (Register of Beneficial Owners) Regulations

Declaration on Beneficial Owners in terms of Regulation 3

FORM BO1

To the Registrar of Companies

I, the undersigned, being a director of ………………………..............., a

company to be constituted/continued* in Malta hereby declare that: (complete

Section A or Section B as applicable)

Section A: The beneficial owner/s of the company is/are the following

Particulars of Beneficial

Extent of Beneficial

Nature of Beneficial

Ownership (b)

Ownership (c)

Date of Birth

Country of Residence

Official Identification

Document type

Country of Issue

Section B: Tick the applicable declaration

No natural person ultimately owns or controls, whether through

direct or indirect ownership or control, including, where applicable,

through bearer share holdings, more than 25% of the shares or

voting rights in the company; or otherwise exercises control over the

company through other means.

OR

After having exhausted all possible means no natural person who

ultimately owns or controls, whether through direct or indirect

ownership or control, including, where applicable, through bearer

share holdings, more than 25% of the shares or voting rights in the

company, or otherwise exercises control over the company through

other means has been identified, and the natural person/s holding the

position of senior managing official/s is/are the following

Particulars of Senior

managing official (a)

Designation/ capacity

Name

Date of Birth

Nationality

Country of Residence

Official Identification

number

Document type

Country of Issue

……………………………

Director

(Name and Surname)

Dated this ........................... day of ........................ of the year ............................

This form must be completed in typed form.

(a) Replicate table as necessary.

(b) To be stated as a percentage of total ownership and/or control.

(c) Describe the beneficial ownership indicating whether it is direct or indirect ownership of

25% plus one or more of the shares or more than 25% of the voting rights or other ownership

interests, including through bearer shares or through control by other means such as a power

to appoint or remove the majority of the board of directors, shareholders’ agreements and

agreements between shareholders and the company.

* Delete as necessary

Companies Act (Register of Beneficial Owners) Regulations

Notice on Beneficial Owners in terms of Regulation 6

FORM BO2

To the Registrar of Companies

The company ………………………………………………………………………

having registration

number ……………… hereby gives notice that (choose Section A or Section B

as applicable)

Section A

The company has submitted a notice of transfer, transmission or allotment of

shares, or other document relating to changes in the share capital or voting

rights and confirms that

The aforesaid change has resulted in a change in the beneficial ownership, as

•

indicated in Section C below; OR

•

The aforesaid change has not had any effect on the beneficial ownership.

Section B

A change in the beneficial ownership of the company has occurred without a

change in the registered shareholders, as indicated in Section C below.

Section C

The beneficial owners of the company are as follows

Extent of Beneficial

Ownership and

Nature of Beneficial

Particulars of

description of

Ownership and description

Beneficial Owner (a)

change (b)

of change, if any (c)

Name

Date of Birth

Nationality

Country of Residence

Official Identification

number

Document type

Country of Issue

Date of change in beneficial ownership (if applicable): ……….....………………

……………………………

Director/Secretary

(Name and Surname)

Dated this ........................... day of ........................ of the year ............................

This form must be completed in typed form.

(a) Replicate table as necessary

(b) To be stated as a percentage of total ownership or control

(c) Describe the beneficial ownership indicating whether it is direct or indirect ownership of

25% plus one or more of the shares or more than 25% of the voting rights or other ownership

interests, including through bearer shares or through control by other means such as a power

to appoint or remove the majority of the board of directors, shareholders’ agreements and

agreements between shareholders and the company.

Companies Act (Register of Beneficial Owners) Regulations

Declaration on Beneficial Owners in terms of Regulation 8

FORM BO3

To the Registrar of Companies

I the undersigned being the director/secretary* of the company

………………………..……………, having registration number ………….........

hereby declare that: (complete Section A or Section B as applicable)

Section A: The beneficial owner/s of the company (complete (i) or (ii) as

applicable) -

(i)

as at ………………….., being the date of a change of beneficial owners

occurring after 30th June 2018 and before the date of the first anniversary

of the company’s registration falling due immediately after 30th June 2018;

OR

(ii)

as at ……………………… being the date of the first anniversary of the

company’s registration falling due immediately after 30th June 2018

is/are the following

Particulars of Beneficial

Extent of Beneficial

Nature of Beneficial

Owner (a)

Ownership (b)

Ownership (c)

Date of Birth

Nationality

Country of Residence

Official Identification

number

Document type

Date of Issue

Section B

As at …………………………… being the date of the anniversary of the

company’s registration falling due immediately after 30th June 2018 (tick the

applicable declaration)

No natural person ultimately owns or controls, whether through

direct or indirect ownership or control, including, where applicable,

through bearer share holdings, more than 25% of the shares or

voting rights in the company; or otherwise exercises control over the

company through other means.

After having exhausted all possible means, no natural person who

ultimately owns or controls, whether through direct or indirect

ownership or control, including, where applicable, through bearer

share holdings, more than 25% of the shares or voting rights in the

company, or otherwise exercises control over the company through

other means has been identified, and the natural person/s holding the

position of senior managing official/s is/are the following

Particulars of Senior

managing official (a)

Designation/ capacity

Date of Birth

Country of Residence

Official Identification number

Document type

Country of Issue

……………………………

Director/Secretary

(Name and Surname)

Dated this ........................... day of ........................ of the year ............................

This form must be completed in typed form.

(a) Replicate table as necessary.

(b) To be stated as a percentage of total ownership.

(c) Describe the beneficial ownership indicating whether it is direct or indirect ownership of

25% plus one or more of the shares or more than 25% of the voting rights or other ownership

interests, including through bearer shares or through control by other means such as a power

to appoint or remove the majority of the board of directors, shareholders’ agreements and

agreements between shareholders and the company.

* Delete as necessary

€0.45