Companies Act (Register of Beneficial Owners)

Suppliment tal-Gazzetta tal-Gvern ta’ Malta Nru. 20,231, 12 ta’ Lulju, 2019 B 1111

Taqsima B

L.N. 158 of 2019

COMPANIES ACT

(CAP. 386)

Companies Act (Register of Beneficial Owners)

(Amendment) Regulations, 2019

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

Companies Act, the Parliamentary Secretary for Financial Services,

Digital Economy and Innovation has made the following regulations:-

The title of these regulations is the Companies Act Citation.

(Register of Beneficial Owners) (Amendment) Regulations, 2019 and

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

Beneficial Owners) Regulations, hereinafter referred to as "the

principal regulations".

Sub-regulation (2) of regulation 5 the principal Substitutes

regulation 5 of

regulations, shall be substituted y the following

the principal

regulations.

"(2) Any natural person who has reasonable cause to

believe to be a beneficial owner of a company shall be bound to

provide the information required under sub-regulation (1) to the

company without delay.

Without prejudice to the aforesaid, the company shall

obtain the information required under sub-regulation (1) from

the shareholders of the company 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

company without delay, and every beneficial owner who

acquires, disposes of, increases or reduces his beneficial interest

in the company shall be bound to immediately provide the said

information to the company.".

Regulation 7 of the principal regulations shall be amended Amends

regulation 7 of

as follows

the principal

regulations,

(i) immediately after sub-regulation (1)(b), there shall be

added the following new paragraph

" * (c) any member of the general public

Provided that access granted to any member of the

Comes into force on 1st January, 2020.

general public shall be to the name, the month and year of

birth, the nationality, the country of residence and the

extent and nature of the beneficial interest of the beneficial

owners of a company.";

* (ii)

sub-regulations (2) to (4) thereof shall be deleted;

(iii) sub-regulations (5) to (8) thereof shall be renumbered

as sub-regulations (2) and (5) respectively;

(iv) sub-regulation (5) as renumbered shall be substituted

by the following

"(5) Access to information on a beneficial owner of

a company under sub-regulations (1)(b) and (c) 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 disproportionate risk, risk of

fraud, kidnapping, blackmail, extortion, harassment,

violence or intimidation, or where the beneficial owner is a

minor or otherwise legally incapable

Provided that this sub-regulation shall not apply to

credit institutions and financial institutions or to subject

persons. The term "subject persons" shall have the same

meaning as assigned to it under the Prevention of Money

Laundering and Funding of Terrorism Regulations.".

Regulations 12 to 15 of the principal regulations shall be

renumbered as regulations 13 to 16 respectively.

Immediately after regulation 11 of the principal regulations

there shall be added the following new regulation

" Measures to

(1) Where the Registrar has reasonable

ensure adequate,

cause to believe that the beneficial ownership

information submitted to him in respect of a

commercial partnership may not be accurate or up-to-

date, he may make enquiries with the commercial

partnership, including by carrying out physical on-site

investigation at the premises referred to in regulation

5(3), in order to establish the current beneficial

ownership.

Comes into force on 1st January, 2020.

(2) The competent authorities mentioned in

regulation 7(1)(a), to the extent that this requirement

does not interfere unnecessarily with their functions,

and subject persons, as referred to in regulation 7(1)(b),

shall report any discrepancies they find between the

beneficial information available to them and the

beneficial ownership information held in the register of

beneficial owners kept by the Registrar. The Registrar

shall take any appropriate actions in order to resolve

such discrepancies and, where necessary, update the

beneficial ownership information in the register. Until

such time that discrepancies are resolved, the Registrar

may, if he deems appropriate, make specific mention in

the register of beneficial owners of the discrepancies.

(3) Where the Registrar deems it necessary to

update the beneficial ownership information in the

register in terms of this regulation, every officer of the

company shall be liable to a penalty of not more than ten

thousand euro (€10,000).".

6. Immediately after regulation 16 of the principal Adds new

regulations, as renumbered, there shall be added the following new regulation

principal

regulations.

Without prejudice to regulation 7(5), the

information on the beneficial owners of a company

referred to in regulation 4 shall be available through the

register of beneficial owners held by the Registrar and

through the system of interconnection of registries

referred to in regulation 13 for 5 years after the name of

the company has been struck off from the register.".

B

€0.18