Companies Act (Register of Beneficial Owners)

Suppliment tal-Gazzetta tal-Gvern ta’ Malta Nru. 20,423, 16 ta’ Ġunju, 2020 B 1555

L.N. 247 of 2020

COMPANIES ACT

(CAP. 386)

Companies Act (Register of Beneficial Owners)

(Amendment) Regulations, 2020

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

Companies Act, the Minister for the Economy, Investment and Small

Businesses has made the following regulations:-

The title of these regulations is Companies Act (Register of Citation.

Beneficial Owners) (Amendment) Regulations, 2020, and these

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

(Register of Beneficial Owners) Regulations, hereinafter referred to as

"the principal regulations".

" Companies Act (Register of Beneficial Owners) Regulations, 2017

Declaration on Beneficial Owners in terms of Regulation 3

FORM BO1

To the Registrar of Companies

I, the undersigned, being a proposed 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 proposed company is/are the following

Particulars of Beneficial

Extent of Beneficial

Nature of Beneficial

Owner (a)

Ownership (b)

Ownership (c)

Name

Date of Birth

Nationality

Country of Residence

Official Identification number

Document type

Country of Issue

Section B

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

(d)

Particulars of Senior

Designation / capacity

managing official (a)

Name

Date of Birth

Nationality

Country of Residence

Official Identification number

Document type

Country of Issue

Proposed 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 directors, shareholders’ agreements and agreements between

shareholders and the company.

(d)

Kindly attach a letter explaining the reasons for identifying the senior managing officials of the

company as beneficial owners.

Delete as necessary ".

" Companies Act (Register of Beneficial Owners) Regulations, 2017

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 or Section D 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 or Section D

below.

Section C

The beneficial owners of the company are as follows

Extent of Beneficial

Nature of Beneficial

Particulars of Beneficial

Ownership and

Ownership and

Owner (a)

description of change description of change,

(b)

if any (c)

Name

Date of Birth

Nationality

Country of Residence

Official Identification number

Document type

Country of Issue

Section D

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 (d)

Particulars of Senior

Designation / capacity

managing official (a)

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

(d)

Kindly attach a letter explaining the reasons for identifying the senior managing officials of the

company as beneficial owners. ".

In sub-regulation (2) of regulation 3 of the principal Amends

regulations, immediately after the words "and the extent of the regulation

the principal

beneficial interest held." there shall be added the following

regulations.

"A certified true copy of the official identification

document for every beneficial owner shall also be submitted to

the Registrar.".

" Companies Act (Register of Beneficial Owners) Regulations, 2017

Declaration on Beneficial Owners in terms of Regulation 6A(1)

ANNUAL CONFIRMATION BO FORM

To the Registrar of Companies

I, the undersigned, being a director of .................................................., a company registered

in Malta hereby declare that as at the anniversary of the company: (complete Section A,

Section B or Section C as applicable)

Section A: There are no changes to the beneficial owner/s details currently

registered with the Registrar

or

Section B:The new beneficial owner/s details of the company is/are the following

Particulars of Beneficial

Date of change (where

Owner (a)

applicable)

Name

Date of Birth

Nationality

Country of Residence

Official Identification number

Document type

Country of Issue

Section C

The new Senior Managing official/s details of the company is/are the following

Particulars of Senior

Date of change (where

managing official (a)

applicable)

Name

Date of Birth

Nationality

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.

Replicate table as necessary. ".

(a)

" Companies Act (Register of Beneficial Owners) Regulations, 2017

Declaration on Beneficial Owners in terms of Regulation 6A(3)

CHANGE IN SENIOR MANAGING OFFICIALS

To the Registrar of Companies

I, the undersigned, being a director of ................................................., a company registered

in Malta hereby declare that,

The new Senior Managing official/s of the company is/are the following

Particulars of Senior managing official (a)

Name

Date of Birth

Nationality

Country of Residence

Official Identification number

Document type

Country of Issue

Date of change: ................................................

Director/Secretary

(Name and Surname)

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

This form must be completed in typed form.

Replicate table as necessary. ".

(a)

" Companies Act (Register of Beneficial Owners) Regulations, 2017

Declaration on Beneficial Owners in terms of Regulation 6A(4)

CHANGE IN DETAILS OF BO/SENIOR MANAGING OFFICIALS FORM

To the Registrar of Companies

I, the undersigned, being a director of ................................................., a company registered

in Malta hereby declare that,

the new details of beneficial owner of the company are as follows *

Particulars of Beneficial owner

Name

Date of Birth

Nationality

Country of Residence

Official Identification number

Document type

Country of Issue

the new details of the senior managing official of the company are as follows *

Particulars of Senior managing official

Name

Date of Birth

Nationality

Country of Residence

Official Identification number

Document type

Country of Issue

Date of change in beneficial owner/senior manager * details: ...............................................

Director/Secretary

(Name and Surname)

Delete as necessary "

*

In sub-regulation (4) of regulation 6 of the principal Amends

regulations, immediately after the words "or the company secretary" regulation

the principal

there shall be added the words "and a certified true copy of the official regulations.

identification document for every beneficial owner shall also be

submitted to the Registrar".

" Second Schedule

Penalties

Regulation Default

Penalty

Daily Penalty

5(5)

Failure to keep record of beneficial owners

euro 5000

euro 100

6(5)

Failure to provide information to the Registrar

about a change in beneficial ownership of a

company

euro 5000

euro 100

6A(2)

Failure to provide the Registrar with an annual

confirmation of details

euro 5000

euro 100

6A(3)

Failure to provide information to the Registrar

about a change in senior managing officials of a

company

euro 5000

euro 100

8(2)

Failure to comply with regulation 5 within six

months from the coming into force of the

regulations

euro 10,000

euro 500

8(5)

Failure to provide the Registrar with a declaration

containing information on the beneficial owners

of the company

euro 10,000

euro 500

€0.63

Immediately after regulation 6, as amended, of the Adds new

principal regulations, there shall be added the following new regulation

principal

regulation

regulations.

" Return to

(1) Every company shall, upon each

be

anniversary of its registration, make a return in the

submitted

form set out in the First Schedule, showing any change

upon each

anniversary

in details on beneficial owners such as name, country

of

registration.

of residence or official identification document

number, or confirm that no change in details took

place.

(2) The return, duly completed, shall be signed

by at least one director of the company or the

company secretary and delivered to the Registrar for

registration within forty-two days after the date to

which it is made up. If default is made in complying

with the provisions of this regulation, every officer of

the company who is in default shall be liable to a

penalty, and, for every day during which the default

continues, to a further penalty.

(3) Where there is a change in the senior

managing officials, the company shall, within fourteen

days after the date on which the change is recorded

with the company, deliver to the Registrar a notice of

the change, in the form set out in the First Schedule. If

default is made in complying with the provisions of

this regulation, every officer of the company who is in

default shall be liable to a penalty, and, for every day

during which the default continues, to a further

penalty.

(4) The company may, at any time, deliver to

the Registrar for registration a return, in the form set

out in the First Schedule, indicating any changes in

details on beneficial owners such as name, country of

residence or official identification document number.

(5) Where there is a change in name or official

identification document number, the company shall

also submit a certified true copy of the identification

document of the beneficial owner.".

5. Regulation 9 of the principal regulations shall be

substituted by the following

(1) The Registrar may

(a) refuse to register any document of a

company, which is required to be registered

under the Act, if the beneficial ownership

information was not submitted or if he is not

satisfied that the company has provided accurate

and up to date information on all the beneficial

owners of the company as required by these

regulations;

(b) restrict new incorporations for

directors involved in other Maltese registered

companies that failed to submit information on

beneficial owners;

(c) before registering a new company or

return, take such steps and require such

information or documentation as he may deem

necessary to ascertain the correctness of the

beneficial information submitted to him.

(2) Where a company fails to provide

information on its beneficial owners in accordance

with these regulations, the Registrar shall inform the

company that he is not in receipt of the information on

beneficial owners.

(3) If the Registrar does not receive the

information on beneficial owners of the company

within one month from the letter mentioned in sub-

regulation (2), he may send to the company by post

and publish a notice in the Gazette or on a website

maintained by the Registrar and in a daily newspaper

circulating wholly or mainly in Malta that, at the

expiration of three months from the date of the last

publication of the said notice, the company’s name

shall, unless cause is previously shown to the contrary

or the Registrar is satisfied that there are sufficient

grounds not to proceed with the striking off, be struck

off the register; and the assets of the company shall

devolve upon the Government of Malta.

(4) If any member or creditor of the company,

or any other person who appears to the Court to have

an interest feels aggrieved by the fact that the name of

the company has been struck off the register by virtue

of the provisions of this regulation, the Court on an

application made by the member or creditor or such

other person before the expiration of five years from

the publication of the notice of the striking off

provided for in sub-regulations (2) and (3) may, if

satisfied that it is proper that the name of the company

be restored to the register, order that such name be

restored to the register, and upon an official copy of

the order being delivered by the Registrar of the

Courts to the Registrar for registration, the company

shall be deemed to have continued in existence as if its

name had not been struck off; and the Court may by its

order give such directions and make such provisions as

seem fit for placing the company and all other persons

in the same position as nearly as may be as if the name

of the company had not been struck off. The Registrar

shall forthwith proceed to publish a notice in the

Gazette or on a website maintained by the Registrar

and in a daily newspaper circulating wholly or mainly

in Malta that the name of the company has been

restored to the register.

(5) The Registrar shall have the power to strike

off the name of a company if the beneficial owner of

such company becomes sanctioned by international

organisations.

(6) Without prejudice to rights and obligations

emanating from other laws and regulations, and

notwithstanding that the name of the company has

been struck off the register in terms of the preceding

provisions of this regulation, the rights and

responsibilities, if any, of every director or other

officer of the company and of every member of the

company shall continue and may be enforced as if the

name of the company had not been struck off the

register.".

6. Regulation 12 of the principal regulations shall be amended

(a) sub-regulation (1) thereof shall be substituted by the

following

"(1) The Registrar may carry out physical on-site

investigation at the premises referred to in regulation 5(3),

in order to establish the current beneficial ownership and to

verify that the beneficial ownership information submitted

to him in respect of a commercial partnership is accurate

and up-to-date. The right of the Registrar to verify such

information shall not be restricted, obstructed or precluded

in any manner.";

(b) sub-regulation (2) and (3) thereof shall be re-

numbered as sub-regulations (3) and (4) respectively;

(c) immediately after sub-regulation (1) thereof, as

substituted, there shall be added the following new sub-

regulation

"(2) The Registrar, or any person assigned by him,

shall, in accordance with data protection requirements,

have the right to reasonable access and entry to the

premises referred to in regulation 5(3) of any company

registered in Malta, and access to any relevant

documentation or any other information relating or

pertaining to information on beneficial ownership of any

company. The officers of the company shall assist and shall

collaborate with the Registrar in order to enable him to

discharge his functions under these regulations, and shall

collate and transmit without any undue delay such

information and documentation as the Registrar may

reasonably request from time to time. The Registrar may

also take copies of any documents furnished or provided to

him under this regulation."; and

(d) in sub-regulation (4) thereof, as re-numbered, for the

words "of not more than ten thousand euro (€10,000)" there shall

be substituted the words "of not more than one hundred thousand

euro (€100,000)".

7. Regulation 17 of the principal regulations shall be Substitutes

regulation 17 of

substituted by the following

the principal

regulations.

" Liquidator

A liquidator of a company shall keep the

to keep the

register of register of beneficial owners of the company for a

period of ten years from the date of publication of the

beneficial

owners for a

period of ten striking of the company’s name off the register.".

years.

8. Forms BO1 and BO2 in the First Schedule to the principal Substitutes two

regulations shall be substituted by the Forms appearing in Schedule A forms

First Schedule

to these regulations.

to the principal

regulations.

9. Immediately after Form BO3 in the First Schedule to the

principal regulations, there shall be added the Forms appearing in

Schedule B to these regulations.

10. The Second Schedule to the principal regulations shall be

substituted by the Schedule appearing in Schedule C to these

regulations.