Companies Act (Register of Beneficial Owners)

Suppliment tal-Gazzetta tal-Gvern ta’ Malta Nru. 21,466, 9 ta’ Lulju, 2025 B 1397

L.N. 127 of 2025

COMPANIES ACT

(CAP. 386)

Companies Act (Register of Beneficial Owners)

(Amendment) Regulations, 2025

IN EXERCISE of the powers conferred by article 425 of the

Companies Act, the Minister responsible for the registration of

commercial partnerships has made the following regulations:-

(1) The title of these regulations is the Companies Act Citation, scope

(Register of Beneficial Owners) (Amendment) Regulations, 2025 and and

commencement.

these regulations shall be read and construed as one with the

Companies Act (Register of Beneficial Owners) Regulations, S.L. 386.19.

hereinafter referred to as the "principal regulations".

(2) The scope of these regulations is to transpose and

implement Article 74 of Directive (EU) 2024/1640 of the European

Parliament and of the Council of 31 May 2024 on the mechanisms to

be put in place by Member States for the prevention of the use of the

financial system for the purposes of money laundering or terrorist

financing, amending Directive (EU) 2019/1937, and amending and

repealing Directive (EU) 2015/849 as applicable to commercial

partnerships formed and registered under the Act, and these

regulations shall be interpreted and applied accordingly.

(3)

These regulations shall come into force on the 10th July

2025.

Sub-regulation (2) of regulation 1 of the principal Amends

regulations shall be substituted by the following new sub-regulation: regulation

the principal

regulations.

"(2) The scope of these regulations is to transpose and

implement Article 74 of Directive (EU) 2024/1640 of the European

Parliament and of the Council of 31 May 2024 on the mechanisms to

be put in place by Member States for the prevention of the use of the

financial system for the purposes of money laundering or terrorist

financing, amending Directive (EU) 2019/1937, and amending and

repealing Directive (EU) 2015/849, which amends the relevant

provisions on beneficial ownership information 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 applicable to commercial partnerships formed and registered under

the Act, and these regulations shall be interpreted accordingly.".

Regulation 3 of the principal regulations shall be amended

(a) in sub-regulation (2) thereof the words "the

nationality" shall be substituted by the words "the nationality or

nationalities";

(b) sub-regulation (4) thereof shall be substituted by the

following new sub-regulation

"(4) The provisions of these regulations shall apply,

mutatis mutandis, to companies continued in Malta in

terms of the Continuation of Companies Regulations and

to companies registered in Malta following a cross-border

conversion, merger and division in terms of the Cross-

border Divisions of Limited Liability Companies

Regulations, the Cross-border Conversions of Limited

Liability Companies Regulations and the Cross-border

Mergers of Limited Liability Companies Regulations.".

Regulation 4 of the principal regulations shall be

substituted by the following new regulation

4. (1) Documents required to be

beneficial owners.

delivered to the Registrar under any of the

provisions of these regulations shall not be

registered and the information on the beneficial

owners of every company provided to the

Registrar in accordance with these regulations

shall be entered and held by the Registrar, in a

register of beneficial owners kept by the Registrar

for this purpose, which register shall be in

electronic format only.

(2) In the event that a natural or legal

person is granted access to the information on

beneficial ownership of a company in accordance

with regulation 7(1)(c), but is unable to use

electronic means, the Registrar shall provide a

print-out of the information held in the register of

beneficial owners.".

In paragraph (a) of sub-regulation (1) of regulation 5 of the Amends

principal regulations the words "the nationality" shall be substituted by regulation

the principal

the words "nationality or nationalities".

regulations.

Regulation 7 of the principal regulations shall be amended Amends

regulation 7 of

the principal

regulations.

(a)

sub-regulation (1) thereof shall be amended as

(i) paragraph (c) of sub-regulation (1) thereof shall

be substituted by the following new paragraph

"(c) any other natural or legal person, that can

demonstrate a legitimate interest in the prevention

and combating of money laundering, its predicate

offences, or the financing of terrorism, shall be

granted access to information on the beneficial

ownership of the company by the Registrar, without

alerting the company concerned

Provided that persons demonstrating

legitimate interest shall be granted access to the

name, the month and year of birth, country of

residence and nationality or nationalities of the

beneficial owner, and the nature and extent of the

beneficial interest held. Such information on the

beneficial owner shall be subject to the payment of a

fee, which fee shall be exclusively linked to the

administrative costs for the quality of the information

and of making the information available

Provided further that persons referred to

in this paragraph shall together with a written request,

submit to the Registrar

(i) identification details and any other

information supported by documents, certified

as authentic, identifying the person requesting

information, from the register of beneficial

owners;

(ii) a declaration of the legal basis of

their request to confirm that the purpose of the

enquiry relates to matters which shall contribute

to the prevention, detection and combatting of

money laundering or the associated predicate

offences or the financing of terrorism;

(iii) any other document which the

Registrar may deem necessary

Provided further that for this purpose, the

Registrar in relation to the register of beneficial

owners may publish guidelines setting out the

documentation required to support such request to

information held in the register of beneficial owners

as well as the procedure for making such requests and

other applicable conditions;";

(ii) immediately after paragraph (c) thereof, as

substituted, there shall be added the following new

paragraph

"(d) The Registrar may, in the process of

verifying the existence of the legitimate interest

referred to in paragraph (c), consult with other bodies

before granting access to information on the

beneficial ownership of a company.";

(b)

immediately after sub-regulation (5) thereof there

shall be added the following new sub-regulations

"(6) (a) The Registrar shall be bound to notify the

applicant in writing, of any decisions for having refused a

written request made to him on the basis of sub-regulation

(1)(c). The Registrar shall do so in a reasonable time frame.

(b) Any applicant that feels aggrieved by the

decision of the Registrar shall have the right to apply for

the judicial review of such decision, within twenty (20)

working days from receipt thereof, which application for

judicial review shall also be notified to the Registrar who

shall have twenty (20) working days to respond to such

application.

(7) A sworn application for judicial review from

the decision of the Registrar given in accordance with sub-

regulation (6)(a) shall be filed in Court. In addition, the

applicant may avail himself of a right of appeal, within

twenty (20) working days from the date on which the

decision of the Court is given to the Court of Appeal in its

inferior jurisdiction. An appeal may be made on any point

of law, or of the fact by means of a sworn application.

(8)

Such application for judicial review and any

appeals shall be filed in the registry of the court.

(9) Notwithstanding the provisions of any other

law, including the laws on professional secrecy and data

protection, the Registrar shall be permitted in pursuance of

his functions in accordance with applicable law, to provide

the information about the beneficial owners to the

competent authorities and to do so in a timely manner and

free of charge

Provided that the Registrar shall also share

information with other bodies outside Malta, that are in

charge of the register of beneficial owners, with which

Malta has an arrangement, for the purposes of the

prevention and combating of money laundering, its

predicate offences, or the financing of terrorism.".

In paragraph (v) of regulation 10 of the principal Amends

regulations the words "of the partnership"." shall be substituted by the regulation

the principal

words "of the partnership":" and immediately thereafter there shall be regulations.

added the following new proviso

"Provided that a general partner of a

partnership en commandite or limited partnership

shall be treated as a "shareholder" where, and for as

long as, the general partner in its position as

"shareholder" falls under the definition of beneficial

owner in accordance with the Prevention of Money

Laundering and Financial Terrorism Regulations.".

The First Schedule to the principal regulations shall be Substitutes the

First Schedule

substituted by the following new Schedule

to the principal

regulations.

"FIRST SCHEDULE

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 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

Extent of

Particulars of

Nature of Beneficial

Beneficial Ownership

Beneficial Owner (a)

Ownership (c)

(b)

Date of Birth

Nationality/Nationalities

Country of Residence

Official Identification

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/

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

Notice on Beneficial Owners in terms of regulation 6

FORM BO2

Company Registration No.: ..........................

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

i.

The aforesaid change has resulted in a change in the

beneficial ownership of the company, as indicated in Section C or

Section D below

(tick if applicable)

OR

ii.

The aforesaid change has resulted only in a change to the

extent and/or nature of the beneficial ownership, as indicated in

Section C below (kindly indicate the full name and surname only of the

respective beneficial owner/s in the first column, followed by a

description of the change as applicable

(tick if applicable)

OR

iii. The aforesaid change has not affected the beneficial

ownership of the company

(tick if applicable)

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 (in case that the aforesaid change

consists only of a change to the extent and/or nature of the beneficial

ownership, kindly indicate the full name and surname only of the

respective beneficial owner/s in the first column, followed by a

description of the change as applicable)

(tick if applicable)

Section C

The beneficial owners of the company are as follows

Extent of

Nature of

Particulars of

Beneficial

Beneficial

Beneficial

Ownership and

Ownership and

description of

Owner (a)

description of

change (c)

change (b)

Name

Date of Birth

Nationality/

Nationalities

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% or more 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)

Designation / capacity of

Senior Managing Official

Particulars of Senior managing official (a)

(Detailed description)

Name

Date of Birth

(dd/mm/yyyy)

Nationality/Nationalities

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

(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% or more 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.

Companies Act (Register of Beneficial Owners) Regulations

Declaration on Beneficial Owners in terms of regulation 8

FORM BO3

Company Registration No.: ..........................

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

Extent of

Nature of

Particulars of

Beneficial

Beneficial

Beneficial Owner (a)

Ownership (b)

Ownership (c)

Name

Date of Birth

Nationality/

Nationalities

Country of Residence

Official Identification

number

Document type

Country 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.

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

Designation/Capacity

Senior Managing Official (a)

Date of Birth

Nationality/Nationalities

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 share-holders and the company.

* Delete as necessary

Companies Act (Register of Beneficial Owners) Regulations, 2017

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

ANNUAL CONFIRMATION BO FORM

Company Registration No.: ..........................

Date up to which this confirmation is made valid: (dd/mm/yyyy),

being the anniversary of the company’s date of registration

To the Registrar of Companies

I, the undersigned, being a director/secretary* 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/Nationalities

Country of Residence

Official Identification number

Document type

Country of Issue

OR

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/Nationalities

Country of Residence

Official Identification number

Document type

Country of Issue

………………….............……

Director/Secretary

(Name and Surname)

* Delete as necessary

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

This form must be completed in typed form.

(a)

Replicate table as necessary.

Companies Act (Register of Beneficial Owners) Regulations

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

CHANGE IN SENIOR MANAGING OFFICIALS FORM

Company Registration No.: ..............................

To the Registrar of Companies

I, the undersigned, being a director/secretary* of

.................................., a company registered in Malta, hereby declare

that

Following a change in the Senior Managing Official/s of the

company, the Senior Managing Official/s of the company is/are the

following

Particulars of Senior

Designation / Capacity of Senior

Managing Official (a)

Managing Official

(detailed description)

Name

Date of Birth

(dd/mm/yyyy)

Nationality/

Nationalities

Country of

Residence

Official

Identification

Number

Document Type

Country of Issue

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

………………….............……

Director/Secretary

(Name and Surname)

* Delete as necessary

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

This form must be completed in typed form.

(a)

Replicate table as necessary.

Companies Act (Register of Beneficial Owners) Regulations

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

CHANGE IN DETAILS OF BO/SENIOR MANAGING OFFICIALS

FORM

Company Registration No.: ..........................

To the Registrar of Companies

I, the undersigned, being a director/secretary* of

................................................., a company registered in Malta hereby

declare that,

the new details of the 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

Designation / Capacity of Senior

Managing Official (detailed

description)

Name

Date of Birth

Nationality/Nationalities

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)

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

* Delete as necessary

This form must be completed in typed form.

Replicate table as necessary. ".

(a)

€0.72