CIVIL CODE (SECOND SCHEDULE) (REGISTER OF BENEFICIAL OWNERS

(REGISTER OF BENEFICIAL OWNERS – ASSOCIATIONS)

SUBSIDIARY LEGISLATION 16.17

CIVIL CODE (SECOND SCHEDULE)

(REGISTER OF BENEFICIAL OWNERS –

ASSOCIATIONS) REGULATIONS

20th February, 2020

LEGAL NOTICE 24 of 2020, as amended by Act XLVII of 2020.

(1)

The title of these regulations is the Civil Code

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

Regulations.

(2)

The purpose of these regulations is to transpose the

relevant provisions of Directive (EU) 2018/843 of the European

Parliament and of the Council of 30 May 2018 amending Directive

(EU) 2015/849 on the prevention of the use of the financial system for

the purposes of money laundering or terrorist financing, and amending

Directives 2009/138/EC and 2013/36/EU and this in relation to

information about the beneficial owners of associations established

and, or registered under the laws of Malta, and these regulations shall

be interpreted and applied accordingly.

(3)

These regulations shall be without prejudice to the

validity or effectiveness of anything done in terms of the Civil Code

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

Regulations, and, to the extent necessary, such provisions shall

continue to apply until these regulations shall come into force.

(Regulation 16)

Regulations and Penalties applicable thereunder

Daily

Regulation

Default

Penalty

penalty

4(8)

4(1) Failure to keep record of

beneficial owners

€500

€5

4(8)

4(2) Failure to provide

information within fourteen

(14) days of formal request by

the association

€500

€5

6(6)

Failure

to

submit

the

declaration to the Registrar for

Legal Persons within the

periods referred to in the

regulations 5(1), 6(1) and 6(3)

€500

€5

8(5)

8(2) Failure to provide

information to the Registrar for

Legal Persons about a change

in the beneficial owners of an

association within the stated

time period

€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 - Associations) Regulations

(1)

Where the Registrar for Legal Persons gives notice in writing to

any association and, or any person that such association 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 association 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

(REGISTER OF BENEFICIAL OWNERS – ASSOCIATIONS)

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 association

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 (30) days from the date of such

service institute proceedings before the court objecting to the

penalty so fixed.

(3)

Where any association 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 (30) 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 (14) 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

(REGISTER OF BENEFICIAL OWNERS – ASSOCIATIONS)

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

(5) 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 (30) 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 ten (10)

working days of the date of the decision; the association and, or

person against whom the appeal is entered shall within ten (10)

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

reply to the appeal.

(1)

In these regulations, unless the context otherwise

requires

"administrator" means the person, under whatever designation

he may operate, who is designated as such in the statute of the

association, and who agrees in writing to so act, and when there are

changes in such office, shall refer to

(a)

in the case of registered associations, those

persons who are designated as such in the relevant notice

submitted to the Registrar for Legal Persons or any other

relevant registrar, commissioner, board or authority in terms of

any special law, and who agree in writing to so act;

(b)

in the case of associations which are not

registered, those persons who are designated as such in the

resolution appointing the same, and who agree in writing to so

act; and

(c)

where the administrator is a legal organisation, the

persons appointed to act as directors of such legal organisation,

or the equivalent, if designated under any other name, and who

(REGISTER OF BENEFICIAL OWNERS – ASSOCIATIONS)

agree in writing to so act,

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

resident in Malta or otherwise and for the avoidance of doubt, in the

event that an association has appointed a liquidator in the process of its

winding up, such liquidator shall have the same duties of administrators

under these regulations

Provided that a reference to an administrator of an

association with respect to carrying out any act or signing a document,

shall be deemed to include any person who is engaged or to whom such

function has been delegated in writing by the association, the legal

organisation or the relevant administrator or director who shall be

deemed to have the authority to delegate such powers in virtue hereof;

"association" is an organisation, other than those referred to in

sub-regulation (3) of regulation 3, with defined aims or purposes to be

achieved through the dedication of efforts and resources by the

founding associates and others who may join voluntarily, the

patrimony, namely assets and liabilities, if any, of the association being

distinct from that of its members, its administrators or any

beneficiaries, and which is established by an agreement between a

minimum of two persons in the case of a private benefit organisation

and a minimum of three persons in the case of a public benefit

organisation;

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

the Prevention of Money Laundering and Funding of Terrorism

Regulations as specifically applicable to associations and "beneficial

ownership" shall be construed accordingly, and for the purposes of

these regulations shall refer to (a) members and (b) relevant persons as

the case may be;

"Directive" means Directive (EU) 2018/843 of the European

Parliament and of the Council of 30 May 2018 amending Directive

(EU) 2015/849 on the prevention of the use of the financial system for

the purposes of money laundering or terrorist financing and amending

Directives 2009/138/EC and 2013/36/EU;

"director" means the administrator of any type of legal

organisation under whatever name such office may be designated in

any relevant special law

Provided that any reference to a director of a legal

organisation with respect to carrying out any act or signing a document,

shall be deemed to include any person who is engaged or to whom such

function has been delegated in writing by the association, the legal

organisation or the relevant administrator or director who shall be

deemed to have the authority to delegate such powers in virtue hereof;

(REGISTER OF BENEFICIAL OWNERS – ASSOCIATIONS)

"Financial Intelligence Analysis Unit" means the Unit

established under the Prevention of Money Laundering Act;

"Minister" means the Minister responsible for the registration of

limited liability companies and commercial partnerships;

"Register of Beneficial Owners" means the Register of

Beneficial Owners - Associations established and maintained by the

Registrar for Legal Persons in terms of these regulations;

"register of beneficial owners - members" and "register of

beneficial owners - relevant persons" mean the registers established

and maintained by an association as required in regulation 4;

"register of legal persons" means the main register administered

by the Registrar for Legal Persons in accordance with the Second

Schedule;

"relevant persons" means

(a)

the administrators;

(b)

the protector or members of a supervisory council,

if any; and

(c)

any other natural person exercising ultimate and

effective control over the association by means of direct or

indirect ownership or by other means including any person

(other than those already referred to in paragraphs (a) and (b) of

this definition) whose consent is to be obtained or whose

direction is binding, in terms of the statute of the association or

any other instrument in writing, for material actions to be taken

within the association;

and for the purposes of paragraph (c) above

(i)

members who are entitled to act in general

meetings or equivalent and act on the basis of

percentages of interests shall not be considered to be

relevant persons;

(ii)

when reference is made to a senior

managing official on the basis of his post in the stated

office and not on the basis of his ownership or the control

exercised over the association by other means, then this

should be stated clearly and visibly in the register of

beneficial owners - relevant persons; and

(iii) the term "material actions" means the

following actions, or any other actions achieving the

same result, taken by relevant persons

(REGISTER OF BENEFICIAL OWNERS – ASSOCIATIONS)

(aa)

the amendment of the statute;

(bb) the appointment or removal of

administrators or protectors or members of the

supervisory council;

(cc) the acceptance of new members or

the removal of members or any increase or

reduction in ownership interests, or any action

affecting the entitlement of a member;

(dd) the continuation of the association in

another country;

(ee) the assignment or transfer of all or

the majority of the assets of the association; or

(ff)

the termination of the association;

"Second Schedule" means the Second Schedule to the Civil

Code;

"special law'' means an Act of Parliament or a part of the Civil

Code which regulates a particular type of association;

"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, any relevant special law, the

Prevention of Money Laundering Act and regulations made thereunder

and in the Directive, as the context may require.

(1)

Subject to the exclusions stated in sub-regulation

(3), these regulations shall apply to all associations whether established

for a private interest, benefit or purpose or for the achievement of a

social and, or public benefit or other lawful purpose, and this,

irrespective of whether they are registered or not with the Registrar for

Legal Persons in terms of the Second Schedule or applicable

regulations or with any other registrar, commissioner, board or

authority in terms of any special law and includes civil partnerships,

co-operative societies, sports organisations and voluntary organisations

in the form of associations.

(2)

Associations established for a private benefit are those

referred to in article 48 of the Second Schedule and those established

for a public benefit are those referred to in article 48A of the Second

Schedule.

(3)

These regulations shall not apply to

(REGISTER OF BENEFICIAL OWNERS – ASSOCIATIONS)

(a)

any association of persons which is regulated by

the Companies Act;

(b)

any association which is established as a

condominium association in accordance with the Condominium

Act;

(c)

any association which is a trade union or an

employers’ association;

(d)

any other type of association not referred to above

which the Minister, in consultation with the Minister

responsible for finance, may by notice designate.

(1)

Every association shall take all reasonable steps to

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

information in respect of its beneficial owners, including the details of

the beneficial interests held, which shall at least include the following

particulars

(a)

the name, the nationality, the country of residence,

the date of birth or in the case of a legal organisation the date of

establishment or of registration, and an official identification

document number indicating the type of document and the

country of issue;

(b)

the effective date when any person became or

ceased to be a member, the nature and extent of the beneficial

interest held by such member and changes thereto, including

the effective date on which his interest in the association has

increased or been reduced, if such changes take place;

(c)

the role of the relevant person in relation to the

association in terms of paragraphs (a) to (c) of the definition

"relevant person" in regulation 2(1) and the effective date on

which a person became, or ceased to be, a relevant person of the

association

Provided that for the purposes of the said paragraph (c),

when reference is made to a senior managing official on the

basis of his post in the stated office and not on the basis of his

ownership or the control exercised over the association by other

means, then this should be stated clearly and visibly in the

register of beneficial owners – relevant persons.

(2)

Any person who has reasonable cause to believe that he

is a beneficial owner of an association shall be bound to provide the

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

without delay

Provided that, without prejudice to the aforesaid, the

(REGISTER OF BENEFICIAL OWNERS – ASSOCIATIONS)

association shall obtain the information required under sub-regulation

(1) from the beneficial owners of the association 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 association within a reasonable time of being requested, not being

in excess of fourteen (14) days, and every beneficial owner who

acquires, disposes of, increases or reduces his beneficial interest in the

association or whose interest is disposed of, increased or reduced

through an action of the administrators of the association or of any

other person having powers to do so under the statute of the

association, and every person who is appointed or ceases to be or to

carry out the role of a relevant person within the association shall be

bound to provide the said information to the association within fourteen

(14) days of such event taking place

Provided further that, in cases where a member 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.

(3)

Such information shall be verified by the association on

the basis of documents, data or information obtained from a reliable

source and the association shall not enter the name of any beneficial

owner in the register of beneficial owners - members, or the register of

beneficial owners - relevant persons, unless it has reasonably

confirmed the accuracy of the information. The association shall also

ensure that it obtains declarations confirming that the beneficial owner

is not an intermediary, such as an agent, mandatory or trustee, for

another person, and, if so, the association shall also obtain information

on the natural person who is the principal or beneficiary of such

intermediary.

Any information contained in the statute of an association, a

power of attorney, an engagement or instruction letter delivered to the

Registrar for Legal Persons and any document or notice registered with

the Registrar for Legal Persons or any other relevant registrar,

commissioner, board or authority in terms of any special law, at any

time or any other official document shall be deemed to be sufficiently

reliable for the purposes of carrying out the duties under this

regulation.

(4)

Every association shall enter the information referred to

in sub-regulation (1) in

(a)

a register of beneficial owners - members, which

shall contain such information about the members of the

association; or

(b)

a register of beneficial owners - relevant persons,

which shall contain such information about the persons

(REGISTER OF BENEFICIAL OWNERS – ASSOCIATIONS)

mentioned in paragraphs (a) to (c) of the definition "relevant

persons" in these regulations,

as the case may be, which registers shall be kept and maintained by the

association, or its delegates, at the registered address of the association

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

association.

(5)

Unless an association has obtained, as may be applicable,

information on the underlying beneficial ownership and unless it has

carried out the verifications required by these regulations, it shall not

(a)

enter the name of a new member or any changes

to the voting rights or ownership interests in the register of

members of the association or the register of beneficial owners

- members; or

(b)

enter the name of a relevant person or any changes

thereto in the register of beneficial owners - relevant persons; or

(c)

notify the Registrar for Legal Persons in

compliance with the Second Schedule or any other relevant

registrar, commissioner, board or authority in terms of any

special law when required upon an event taking place.

(6)

Beneficial owners who are natural persons and whose

personal data is held in the register of beneficial owners - members

and, or register of beneficial owners - relevant persons under these

regulations shall be informed of such fact, together with information

about their rights, and the procedures applicable for exercising those

rights under the Data Protection Act and any regulations made

thereunder, by the relevant association within thirty (30) days of the

association submitting such information to the Registrar for Legal

Persons as required under these regulations.

(7)

Any person who is a beneficial owner of an association

has a right of access to any information relating to himself in the

relevant register held by such association within a reasonable period

not exceeding thirty (30) days after he makes a request in writing to

this effect to the association.

(8)

If default is made in complying with the provisions of

sub-regulations (1) or (2), as the case may be, of this regulation

(a)

the association and every administrator of the

association 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 the association and the

administrators of the association shall not be liable if they had

(REGISTER OF BENEFICIAL OWNERS – ASSOCIATIONS)

exercised all due diligence to comply with the provisions of this

regulation and the default was not due to any negligent act or

omission on their part; and

(b)

every member or any person referred to in

paragraphs (b) or (c) of the definition relevant person who is in

default, without valid excuse, shall be liable to a penalty and, for

every day during which the default continues, to a further

penalty.

(9)

Nothing in this regulation shall have any effect on the

obligation of any association to establish and maintain a register of

members referred to in article 51 of the Second Schedule or the

equivalent referred to in other special laws which may be applicable to

any particular type of association.

(10) The administrators of an association shall retain the

information in respect of its beneficial owners including the details of

the beneficial interests held in terms of these regulations for ten (10)

years and this, from the date on which

(a)

the grounds for registering the

beneficial

ownership information have ceased to exist; or

(b)

the association has been struck off from the

Register of Legal Persons or, if the association is not registered

in terms of the Second Schedule or applicable regulations, from

the date on which the certified copy of the winding up resolution

is delivered to the Registrar of Legal Persons in accordance with

article 59 of the Second Schedule; or

(c)

there is the termination of registration in case of

the continuation of the association in another country in

accordance with article 22A of the Second Schedule,

whichever is the earlier.

(1)

Where an association has been established prior to

30th June 2019, irrespective of whether this is registered or not with the

Registrar for Legal Persons in terms of the Second Schedule or

applicable regulations or with any other registrar, commissioner, board

or authority in terms of any special law, there shall be delivered to the

Registrar for Legal Persons by 30 th June, 2019 a declaration, in the

prescribed form, signed by one of the administrators of the association,

containing adequate, accurate and up-to-date information in accordance

with regulation 4 on all the beneficial owners of the association. Where

the administrator is a body corporate, such declaration shall be signed

by one director thereof

Provided that if the association is not registered with the

(REGISTER OF BENEFICIAL OWNERS – ASSOCIATIONS)

Registrar for Legal Persons in terms of the Second Schedule or

applicable regulations, there shall also be delivered to the Registrar for

Legal Persons by the aforementioned date, together with the

aforementioned declaration, an authenticated copy of the statute of the

association.

(2)

An association referred to in this regulation shall not be

registered, if the association is not registered and, in any case all

relative forms and documents, shall not be registered in accordance

with the Second Schedule and applicable special laws unless the

Registrar for Legal Persons is satisfied that the requirements of this

regulation have also been complied with, and this, notwithstanding the

maximum date for compliance stated in the preceding sub-regulation.

(1)

Any association which is established on or after

1st July 2019 until the coming into force of these regulations,

irrespective of whether this is registered or not with the Registrar for

Legal Persons in terms of the Second Schedule or applicable

regulations or with any other registrar, commissioner, board or

authority in terms of any special law, shall comply with these

regulations within three (3) months of the coming into force of these

regulations and there shall be delivered to the Registrar for Legal

Persons within such time period a declaration in the prescribed form,

signed by one of the administrators of the association containing

adequate, accurate and up-to-date information in accordance with

regulation 4 on all the beneficial owners of the association. Where the

administrator is a body corporate, such declaration shall be signed by

one director thereof

Provided that if the association is not registered with the

Registrar for Legal Persons in terms of the Second Schedule or

applicable regulations, there shall also be delivered to the Registrar for

Legal Persons by the aforementioned period of time, together with the

aforementioned declaration, an authenticated copy of the statute of the

association.

(2)

With reference to an association referred to in sub-

regulation (1)

(a)

in the case of an association which is not

registered with the Registrar for Legal Persons in terms of the

Second Schedule or applicable regulations or with any other

registrar, commissioner, board or authority in terms of any

special law, the association shall comply with these regulations

before it commences activities notwithstanding the date for

compliance stated in sub-regulation (1); and

(b)

in the case of an association which seeks

registration with the Registrar for Legal Persons in terms of the

Second Schedule or applicable regulations or with any other

(REGISTER OF BENEFICIAL OWNERS – ASSOCIATIONS)

registrar, commissioner, board or authority in terms of any

special law, the association shall not commence activities and

the association and all relative documents, shall not be

registered in accordance with the applicable special laws unless

the Registrar for Legal Persons is satisfied that the requirements

of these regulations have also been complied with and this,

notwithstanding the date for compliance stated in sub-regulation

(1).

(3)

Any association which is established after the coming into

force of these regulations, irrespective of whether this is to be

registered or not with the Registrar for Legal Persons in terms of the

Second Schedule or applicable regulations or with any other registrar,

commissioner, board or authority in terms of any special law, shall

comply with these regulations within three (3) months of the date of its

establishment and there shall be delivered to the Registrar for Legal

Persons within such time period

(a)

a declaration in the prescribed form, signed by one

of the administrators of the association containing adequate,

accurate and up-to-date information in accordance with

regulation 4 on all the beneficial owners of the association.

Where the administrator is a body corporate, such declaration

shall be signed by one director thereof; and

(b)

if the association is not registered within the

Registrar for Legal Persons in terms of the Second Schedule or

applicable regulations, there shall also be delivered to the

Registrar for Legal Persons, within the aforementioned time

period, together with the aforementioned declaration, an

authenticated copy of the statute of the association.

(4)

With reference to an association referred to in sub-

regulation (3)

(a)

in the case of an association which is not registered

with the Registrar for Legal Persons in terms of the Second

Schedule or applicable regulations or with any other registrar,

commissioner, board or authority in terms of any special law, the

association shall comply with these regulations before it

commences activities; and

(b)

in the case of an association which seeks

registration with the Registrar for Legal Persons in terms of the

Second Schedule or applicable regulations or with any other

registrar, commissioner, board or authority in terms of any

special law, the association shall not commence activities and

the association and all relative documents, shall not be

registered in accordance with the applicable special law unless

the Registrar for Legal Persons is satisfied that the requirements

(REGISTER OF BENEFICIAL OWNERS – ASSOCIATIONS)

of this regulation have also been complied with.

(5)

(a)

Any personal data submitted to the Registrar for

Legal Persons under these regulations, shall be current and shall

correspond to the actual beneficial owners of the association on the

6. date of submission.

(b)

On a continuing basis, if the association is

registered, the Registrar for Legal Persons, or where the registration

has taken place under a special law, the relevant registrar,

commissioner, board or authority, shall not proceed with the

registration of any registerable forms or documents of the association

delivered to him in accordance with any applicable special law, unless

the Registrar for Legal Persons is satisfied that the requirements of

these regulations have been complied with.

For the purpose of these regulations

(i)

the relevant registrars, commissioners, boards or

authority shall co-ordinate their activities with the Registrar for

Legal Persons in accordance with guidelines issued by him on

such matters from time to time; and

(ii)

the relevant registrar, commissioner, board or

authority shall notify any association for which a submission is

refused due to non-compliance with these regulations of the

reasons for refusal.

(6)

In case of default of compliance with regulation 5(1),

6(1) and 6(3), the association and every administrator of the

association 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 the association and the administrators of

the association shall not be liable if they had exercised all due

diligence to comply with the provisions of these regulations and the

default was not due to any negligent act or omission on their part.

(7)

The Registrar for Legal Persons shall be entitled to

require online registration of any documents or forms submitted to him

in accordance with these regulations, and to establish the rules and

procedures relative thereto in guidelines which he may issue for this

purpose.

(1)

The information on the beneficial owners of every

association provided to the Registrar for Legal Persons in accordance

with these regulations shall be entered and held by the Registrar for

Legal Persons in a Register of Beneficial Owners kept for this purpose,

which register may be in electronic format.

(REGISTER OF BENEFICIAL OWNERS – ASSOCIATIONS)

(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 of Legal Persons

administered by the Registrar for Legal Persons under the Second

Schedule and the information on the beneficial owners of every

association 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, under such conditions and in accordance with

such procedures as are set out in these regulations. For the avoidance of

doubt, in case of conflict regarding accessibility between any special

law governing a particular legal form of association, including the

Second Schedule, and these regulations, these regulations shall prevail

over the provisions of any special law in so far the Register of

Beneficial Owners is concerned.

(4)

The information provided by an association in terms of

these regulations shall be deemed to be sufficiently reliable for the

Registrar for Legal Persons to proceed with the registration or relevant

action; however, he may demand any additional or updated information

to verify that an association is at any time complying with its 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 an

association 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 no longer current, are incorrect or incomplete, the

association shall, within fourteen (14) days from the date on which the

change is recorded with the association, deliver to the Registrar for

Legal Persons a notice, in the prescribed form, of the change, providing

the information required under regulation 4 on any new beneficial

owner, updated information including on 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 administrator(s) in office thereafter to notify the Registrar

for Legal Persons of such change.

(3)

The Registrar for Legal Persons shall not, upon receiving

the notice referred to in the preceding sub-regulation, register any

changes in the beneficial owners in the Register of Beneficial Owners

(REGISTER OF BENEFICIAL OWNERS – ASSOCIATIONS)

unless the requirements of these regulations have been complied with,

and this, with reference to the notice itself or for any other reason.

(4)

The notice of changes in beneficial ownership referred to

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

administrator of the association. Where the administrator is a body

corporate, such notice shall be signed by at least a director thereof.

(5)

In case of default in complying with the provisions of

this regulation, the association and every administrator of the

association 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 association and the administrators of the

association shall not be liable if they had exercised all due diligence to

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

due to any negligent act or omission on their part.

(6)

The obligation to file a notice in terms of this regulation

shall not exonerate the association, or any of its administrators, from

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

any other registrar, commissioner, board or authority or other person in

terms of the applicable special law.

(1)

If

(a)

the name of any person is, without sufficient

cause, entered in or omitted from the register of beneficial

owners - members, or the register of beneficial owners -

relevant persons, kept and maintained by an association or the

Register of Beneficial Owners kept and maintained by the

Registrar for Legal Persons; or

(b)

unnecessary delay, being at least more than thirty

(30) days, takes place in entering in or removing from such

registers the fact that a person has become or ceased to be a

member or a relevant person of such association,

the person aggrieved or any member or relevant person may apply to

the Civil Court, First Hall, for the rectification of the relevant register

and, or the Register of Beneficial Owners.

(2)

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

the Civil Court, First Hall may

(a)

refuse the application;

(b)

decide any question as to whether the name of any

person should or should not be entered in or removed from the

relevant register, as the case may be;

(REGISTER OF BENEFICIAL OWNERS – ASSOCIATIONS)

(c)

order the rectification of the relevant register, as

the case may be;

(d)

order payment by the association 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 Civil Court, First Hall, relating to the

above mentioned registers shall be deemed to be orders which apply to

the association, and also to 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 Civil Court, First Hall, act

accordingly to ensure that identical actions are taken in all the relevant

registers

(4)

(a)

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

of regulation 10 and, if appropriate and to the extent that this does not

interfere unnecessarily with their functions, competent authorities

referred to in sub-regulation (1)(a) of regulation 10, shall report to the

Registrar for Legal Persons any discrepancies they find between the

beneficial ownership information available in the Register of

Beneficial Owners and the beneficial ownership information otherwise

available to them.

(b)

In the case of reported discrepancies, the Registrar

for Legal Persons shall, unless otherwise prohibited in terms of these

regulations and only to the extent permitted by these regulations,

inform the association of the reported discrepancy requesting a

clarification thereon within a time period indicated therein, together

with any documentation which he shall consider necessary for such

discrepancy to be resolved, and may at his discretion, insert an

annotation in the Register of Beneficial Owners as he deems

appropriate.

(c)

The Registrar for Legal Persons may determine, in

case of registered associations, that the discrepancy is material and may

undermine the utility of public information in the Register of Legal

Persons and, in such event, may note the discrepancy even in the

Register of Legal Persons until it is corrected to his satisfaction. This

rule shall apply mutatis mutandis to other registrars, commissioners,

boards or authorities and registers under other special laws whom the

Registrar for Legal Persons may notify in writing of any discrepancy

which may come to his attention.

(d)

The Registrar for Legal Persons may report such

discrepancies to the Financial Intelligence Analysis Unit in case of

failure to address the discrepancy within a reasonable time.

(REGISTER OF BENEFICIAL OWNERS – ASSOCIATIONS)

(1)

The information on the beneficial owners of an Access to

association held by the Registrar for Legal Persons in the Register of information

Beneficial Owners shall, subject to the provisions of these regulations, Beneficial Owners.

be accessible to

(a)

national competent authorities being public

authorities with designated responsibilities for combating

money laundering or terrorist financing, or that have the

function of investigating or prosecuting money laundering,

associated predicate offences and terrorist financing, or of

tracing, seizing, freezing and confiscating criminal assets, the

Financial Intelligence Analysis Unit and national tax

authorities, supervisors of subject persons 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

association 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

association, which access shall be granted in a timely manner

on a written request.

(2)

Upon a written request to the Registrar for Legal

Persons, any member of the general public and any organisation, other

than those referred to in sub-regulation (1), may be provided with the

following information held in the Register of Beneficial Owners with

reference to a specified association

(a)

the name;

(b)

the month and year of birth or the date of

establishment or registration in case of a legal organisation;

(c)

the nationality or the State of establishment or

registration in case of a legal organisation;

(d)

the country of residence; and

(e)

the extent and nature of the beneficial interest,

of the beneficial owners of the association 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 association which may be in the possession of the

Registrar for Legal Persons.

(REGISTER OF BENEFICIAL OWNERS – ASSOCIATIONS)

(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 association or the beneficial owners, such

as an engagement or instruction letter engaging the subject

person or a power of attorney, if any, and failing which a

declaration explaining why the subject person’s role is not based

on such a legal relationship; and

(d)

any other document which the Registrar for Legal

Persons may deem necessary.

(4)

The members of the general public mentioned in sub-

regulation (2) shall, together with a 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 of the legal basis of their request to

confirm 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 and a general description of how access to the

information will so contribute;

(c)

any other document which the Registrar for Legal

Persons may deem necessary

Provided that 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 as well as the procedure for

making such requests and any other applicable conditions.

(REGISTER OF BENEFICIAL OWNERS – ASSOCIATIONS)

(5)

To prevent the abuse of the information contained in the

Register of Beneficial Owners and to balance out the rights of

beneficial owners, the Registrar may make

(a)

information relating to the applicants mentioned

in sub-regulations (1)(b) and (2);

(b)

the legal basis for their request; and

(c)

the reasons for the decision taken by the Registrar

for Legal Persons to grant access to information,

available to the association and, or the relevant beneficial owner to

enable such association or beneficial owner to protect their own

interests.

(6)

Access to or provision of information held in the Register

of Beneficial Owners shall be subject to the following conditions

(a)

the competent authorities referred to 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 subject 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 as stated in sub-regulation (3)

being satisfactory and subject 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 forming part of the

general public referred to in sub-regulation (2) shall be granted

the information requested on satisfactory compliance with sub-

regulation (4).

Provided that any such request and any

permission granted shall be limited to the specific association

and the specific beneficial owner or owners referred to in the

request.

(7)

(a)

Except in the case contemplated in sub-regulation

(1)(a) or in the case of credit or financial institutions in the course of

carrying out their duties under laws for the prevention of money

laundering and terrorist financing or of subject persons that are public

officials, access to information on a beneficial owner of an association

(REGISTER OF BENEFICIAL OWNERS – ASSOCIATIONS)

may be denied, 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, following a detailed evaluation of the exceptional

nature of the circumstances, 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 is

otherwise legally incapable.

(b)

Every request for information which raises the

above risks based on information provided by the association 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. Such denial of

access by the Registrar for Legal Persons shall only be decided upon a

detailed evaluation of the exceptional nature of the circumstances.

(8)

(a)

The Registrar for Legal Persons shall be bound to

notify the association to which sub-regulation (7) applies, in writing, of

any application for information relating to the applicants mentioned in

sub-regulations (1)(b), and (2) and the legal basis for the request.

(b)

The Registrar for Legal Persons shall grant the

association at least ten (10) working days to make any submissions in

writing to the Registrar for Legal Persons. The association shall

communicate the information to any relevant beneficial owner for any

comments which such beneficial owner may wish to raise in such time

and manner as will enable the association to respond as above stated.

The Registrar for Legal Persons shall process the response received in a

timely manner.

(c)

Should the Registrar for Legal Persons decide to

grant access, he shall provide the reasons for his decision to the

association in writing prior to notifying such decision to the applicant

and the association shall have a right to contest such decision by

applying for judicial review of such decision within twenty (20)

working days from receipt thereof, and this without involving the

applicant. The sworn application for judicial review shall be notified to

the Registrar for Legal Persons who shall have twenty (20) working

days to respond to such application

Provided that the Registrar for Legal Persons shall not

grant access until the conclusion of the review proceedings and in such

case only under the conditions as may be established by the Court.

(9)

(a)

The Registrar for Legal Persons shall be bound to

notify in writing the applicant, with a copy to the association, of any

decisions that he may take refusing a written request made to him on

the basis of sub-regulation (7), providing the reasons for his decision.

The Registrar for Legal Persons shall do so in a timely manner.

(REGISTER OF BENEFICIAL OWNERS – ASSOCIATIONS)

(b)

Any applicant who feels aggrieved by the decision

of the Registrar for Legal Persons shall have a right to apply for

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 for Legal Persons who shall have twenty

(20) working days to respond to such application. The sworn

application shall also be notified to the association, which may consult

the relevant beneficial owner and who shall be entitled to participate in

the proceedings with the association.

(10) A sworn application for judicial review from the decision

of the Registrar for Legal Persons in terms of sub-regulation (8) and

(9) shall be made to the Civil Court, First Hall, and this, with a right of

appeal, within twenty (20) working days from the date on which the

decision of the Civil Court, First Hall is given, to the Court of Appeal

in its inferior jurisdiction. An appeal may be made on any point of law

and, or of fact by means of a sworn application.

(11) Such applications for judicial review and any appeals

shall be filed in the registry of the relevant court and, if so ordered by

the court, the proceedings shall be held in camera to protect the

confidentiality of the beneficial owners.

(12) The Registrar for Legal Persons shall be entitled to

require solely online requests to access information in the Register of

Beneficial Owners, as established in guidelines which he may issue for

this purpose.

(13) Notwithstanding the provisions of any other law,

including the laws on professional secrecy and data protection, the

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

Financial Intelligence Analysis Unit are permitted, in pursuance of

their functions in accordance with applicable law, to 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 and free of charge.

(14) The Registrar for Legal Persons shall publish annual

statistical data on the number of refusals issued under sub-regulation

(7) and the reasons stated thereof and report the data to the European

Commission.

(1)

All persons entitled to access and to the receipt of

information in terms of these regulations shall comply with the

provisions of the Data Protection Act and relevant regulations

thereunder in relation to the information which they have accessed or

received and they shall also be subject to the 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

(REGISTER OF BENEFICIAL OWNERS – ASSOCIATIONS)

maintain confidentiality on any access to the Register of Beneficial

Owners by the authorities referred to in regulation 10(1)(a) and shall

not inform the association or the beneficial owners on whom

information is sought of such access. In all other cases the Registrar for

Legal Persons shall act according to these regulations and shall

endeavour to do so within reasonable times.

(1)

The provision of information by associations in

accordance with these regulations to the Registrar for Legal Persons

shall not imply that such associations 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 association

and its beneficial owners.

(2)

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

inundated with requests under these regulations which could 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

associations and beneficial owners prior to applying to the

Registrar for Legal Persons; and

(b)

all associations shall provide information about

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

as well as to others entitled to such information under special

laws, in a timely manner, when

(i)

such subject persons are carrying out

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 association 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.

(REGISTER OF BENEFICIAL OWNERS – ASSOCIATIONS)

(a)

Any administrator of an association who Misleading, false

knowingly or recklessly makes a statement, declaration or otherwise or

provides to the Registrar for Legal Persons information on the

beneficial ownership of an association that is misleading, false or

deceptive in a material particular; and

(b)

any beneficial owner of an association who

knowingly or recklessly makes a statement, declaration or otherwise

provides to the administrators of an association information on the

beneficial ownership of an association, 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 (6) months or to both such

fine and imprisonment.

(1)

The Register of Beneficial Owners held by the

Registrar for Legal Persons in accordance with regulation 7 shall be

interconnected with the system of interconnection of central registers

of Member States established by Article 22 of Directive (EU) 2017/

1132 and in accordance with national law by means of the European

Central Platform and the European e-Justice portal serving as the

European electronic access point. The connection to the platform shall

be set up in accordance with the technical specifications and

procedures established by implementing acts adopted by the European

Commission.

(2)

The information on the beneficial owners of an

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

Beneficial Owners shall be available and accessible to the authorities

mentioned in regulation 10(1)(a) through the system of

interconnection of registers mentioned in this regulation.

(3)

The information on the beneficial owners of an

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

Beneficial Owners shall be available through the Register of

Beneficial Owners and through the system of interconnection of

registers for at least five (5) years after

(a)

the grounds for registering the

beneficial

ownership information have ceased to exist; or

(b)

the association has been struck off from the

Register of Legal Persons or, if the association is, for any

reason, not registered in terms of the Second Schedule or

applicable regulations, from the date on which the certified

copy of the winding up resolution is delivered to the Registrar

for Legal Persons in accordance with article 59 of the Second

Schedule; or

(REGISTER OF BENEFICIAL OWNERS – ASSOCIATIONS)

(c)

there is the termination of registration in case of

the continuation of the association in another country in

accordance with article 22A of the Second Schedule,

whichever is the earlier.

Any document which is required to be delivered to the

Registrar for Legal Persons under any of the provisions of these

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, as

the Registrar for Legal Persons may deem appropriate.

(1)

Where any provision of these regulations provides

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

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)

The first column in the Schedule, 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 (5) years from the day on which the default occurs.

(4)

An association, irrespective of whether it has legal

personality or not, shall be jointly and severally liable with its

administrators 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, including costs of maintenance and

development of the Register. 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 for Legal Persons shall have the power to

(REGISTER OF BENEFICIAL OWNERS – ASSOCIATIONS)

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

from time to time, to be used by associations, beneficial owners,

persons requesting access and information and otherwise, for the better

carrying out and implementation of these regulations.

The Registrar for Legal Persons may, from time to time,

issue guidelines for the better implementation of these regulations in

particular contexts.