CIVIL CODE (SECOND SCHEDULE) (REGISTER OF BENEFICIAL OWNERS

(REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS)

SUBSIDIARY LEGISLATION 16.18

CIVIL CODE (SECOND SCHEDULE)

(REGISTER OF BENEFICIAL OWNERS –

FOUNDATIONS) REGULATIONS

20th February, 2020

LEGAL NOTICE 25 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 - Foundations)

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 foundations 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 provisions of

the Civil Code (Second Schedule) (Register of Beneficial Owners -

Foundations) 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(10)

4(1) Failure to keep record of

beneficial owners

€500

€5

4(10)

4(3) Failure to provide

information within fourteen

(14) days of formal request by

the foundation

€500

€5

6(4)(c)

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(2)

€500

€5

8(5)

8(2) Failure to provide

information to the Registrar for

Legal Persons about a change

in the beneficial owners of a

foundation 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 - Foundations) Regulations

(1)

Where the Registrar for Legal Persons gives notice in writing to

any foundation and, or any person that such foundation 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 foundation 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

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regulations, and the amount indicated as aforesaid as due by way

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 foundation

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 foundation 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

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moreover state in his reply the names of the witnesses in support

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

Civil Court, First Hall 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 foundation 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 deed or statute of the

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

changes in such office, shall refer to

(a)

those persons who are designated as such in the

relevant notice submitted to the Registrar for Legal Persons,

and who agree in writing to so act;

(b)

those persons who are designated as such in the

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

act, if, for any reason, the foundation is not registered with the

Registrar for Legal Persons; 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

agree in writing to so act,

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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 a foundation appoints 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 a

foundation, 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 foundation, the legal

organisation or by the relevant administrator or director who shall be

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

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

under the Prevention of Money Laundering and Funding of Terrorism

Regulations, as specifically applicable to foundations and for the

purposes of these regulations shall be specifically applicable to the

following

(a)

the founder;

(b)

the administrator(s);

(c)

the protector or members of a supervisory council,

if any;

(d)

the beneficiaries where identified in the relevant

foundation instruments, subject to regulation 4(1)(d), or where

the individuals benefiting from the foundation have yet to be

determined, the class of persons in whose main interest the

foundation is set up or operates; and when the beneficiary is a

legal entity, then this term shall also include the ultimate

beneficial owner of such legal entity; and

(e)

any other natural person exercising ultimate and

effective control over the foundation by means of direct or

indirect ownership or by other means including any person

(other than those already referred to in paragraphs (a) to (d)

above) whose consent is to be obtained, or whose direction is

binding, in terms of the statute of the foundation or any other

instrument in writing, for material actions to be taken within the

foundation; and

"beneficial ownership" shall be construed accordingly;

"commercial transactions" means acts of trade and the trading

activities and commercial transactions and activities listed in article

31B (Private foundations and trading activities) and article 32A (Public

benefit foundations and trading activities) of the Second Schedule;

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

(REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS)

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 foundation,

the legal organisation or by the relevant administrator or director who

shall be deemed to have the authority to delegate such powers in virtue

hereof;

"foundation" means an organisation consisting of a universality

of things, constituted in writing, including by means of a will, by a

founder or founders whereby assets are destined either

(a)

for the fulfilment of a specified purpose; and, or

(b)

for the benefit of a named person or class of

persons,

and which are entrusted to the administration of a designated person or

persons, and this, irrespective of whether or not it is registered with the

Registrar for Legal Persons in terms of the Second Schedule or of any

applicable regulations;

"Financial Intelligence Analysis Unit" means the Unit

established under the Prevention of Money Laundering Act;

"material actions" means the following actions or any other

actions achieving the same result

(a)

the amendment of the statute;

(b)

the addition or removal of any beneficiary, or any

person from a class of beneficiaries or any action affecting the

entitlement of a beneficiary;

(c)

the appointment or removal of administrators or

protectors or members of the supervisory council;

(d)

the acceptance of new founders;

(e)

the continuation of the foundation in another

country;

(f)

the assignment or transfer of all or the majority of

(REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS)

the assets of the foundation; or

(g)

the termination or revocation of the foundation;

"Minister" means the Minister responsible for the registration of

limited liability companies and commercial partnerships.

"private foundation" means a foundation which is established for

the private interest or benefit of a named person or a class of persons

who are natural persons. For the avoidance of doubt, the term "private

foundation" shall have the meaning herein attributed to it and not the

meaning attributed to it in the Second Schedule;

"Register of Legal Persons" means the main register

administered by the Registrar for Legal Persons under the Second

Schedule.

"Register of Beneficial Owners" means the "Register of

Beneficial Owners - Foundations" established and maintained by the

Registrar for Legal Persons in terms of these regulations;

"register of beneficial owners" means the register of

beneficiaries and other persons kept by the foundation in terms of these

regulations;

"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 foundations;

"subject person" means a subject person in terms of the

Prevention of Money Laundering Act and applicable regulations;

"transparent foundation" means a foundation which has been

established and operates under the principle of transparency as a result

of the provisions of its statute or applicable law and shall be deemed to

include the following

(a)

foundations established exclusively for

(i)

the achievement of a social purpose and, or

for a public benefit; or

(ii)

the carrying on of any lawful activity on a

non-profit making basis; or

(iii) the exclusive benefit of public interest

beneficiaries

whether enrolled as a voluntary organisation under the Voluntary

Organisations Act or otherwise;

(REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS)

(b)

foundations which are set up for a lawful purpose

being the pursuance or implementation of commercial

transactions;

(c)

any private foundation which is registered in the

Register of Legal Persons where all the beneficiaries are natural

persons, who are not mandatories or trustees or acting in any

other fiduciary capacity, and who are designated as such in the

statute or amendments thereto in accordance with the

requirements of the Second Schedule and whose details are

disclosed in the public records in the Register of Legal Persons

maintained by the Registrar for Legal Persons pursuant to an

unconditional waiver of confidentiality regulated by sub-article

(3) of article 31C of the Second Schedule or under a provision

of applicable law; and

(d)

any foundation where the beneficiaries or any of

them are legal organisations, provided that for the purposes of

regulation 10, applications for access to information relating to

beneficiaries who are natural persons, who are not mandatories

or trustees or acting in any other fiduciary capacity, shall be

made in accordance with sub-regulation (3) thereof.

(2)

Unless otherwise stated or the context otherwise

requires, terms and expressions used in these regulations shall have the

same 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

(2), these regulations shall apply to all foundations 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 and shall include voluntary organisations in the

form of foundations.

(2)

These regulations shall not apply to

(a)

a foundation which is established and controlled,

directly or indirectly, by the Government of Malta where

"controlled by the Government" means that the Government

enjoys the power to appoint or remove a majority of the

administrators of the foundation;

(b)

a foundation which constitutes a pious foundation

or an ecclesiastical entity in the form of a foundation in terms of

the Second Schedule or is a marriage legacy governed by the

Marriage Legacies Law; and

(REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS)

(c)

any other type of foundation not referred to above

which the Minister, in consultation with the Minister responsible

for finance, may by notice designate.

(3)

The Registrar may, from time to time, issue guidelines to

further define terms and to establish any restrictions and applicable

conditions relating to the manner in which the exclusions referred to in

sub-regulation (2)(b) shall apply.

(1)

Every foundation 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 beneficial owner of the foundation;

(c)

the role of the beneficial owner in relation to the

foundation in terms of paragraphs (a) to (c) and (e) of the

definition "beneficial owner" in regulation 2(1)

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

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 foundation by other

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

register of beneficial owners;

(d)

in the case of a beneficiary as defined in paragraph

(d) of the definition "beneficial owner" in regulation 2(1), the

nature and extent of the beneficial interest held by such

beneficiary and any changes thereto, including the effective date

on which his beneficial interest in the foundation has increased

or been reduced if such changes take place, as well as, when

applicable, an indication as to whether the foundation statute or

any other instrument in writing include any suspension of the

administrator’s duty to inform such beneficiary of his benefit

under the foundation or that he forms part of a class of

beneficiaries which may so benefit, and in such case, such

person shall not be considered to be a beneficiary until such time

as he is informed of such benefit or receives actual benefit.

(2)

For the purpose of this regulation, where the beneficiaries

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of a foundation constitute a class of beneficiaries, the following rules

shall apply unless otherwise stated in the statute or the beneficiary

statement of the foundation

(a)

the class shall be described and its members

declared as required by this regulation;

(b)

when reference is made to the "family" of a

person, the class is considered to be made up of the person, his

direct ascendants, his spouse, his direct descendants, and unless

excluded, their respective spouses;

(c)

when a child is born or a marriage takes place,

unless stated otherwise, such child and spouse shall be declared

to the foundation within three (3) months of the birth or

marriage;

(d)

"children" include children born out of wedlock

and adopted children;

(e)

"spouse" includes the person to whom the relevant

person is married at the relevant time and not persons whom

they have divorced or from whom they are separated, and also

includes persons with whom there is a civil union or a

cohabitation or a de facto arrangement recognised by law in the

country where they are habitually resident, including where

permitted, of the same gender,

and, subject to regulation 4(1)(d), the information prescribed in this

sub-regulation shall be submitted to the Registrar for Legal Persons as

soon as a beneficiary is determined to form part of a class of

beneficiaries or is appointed a beneficiary of the foundation,

whichever is the earlier

Provided that nothing in the above shall affect the

interpretation of a statute of a foundation or a beneficiary statement

indicating the beneficiaries of a foundation, or any entitlements of

persons who may or may not be beneficiaries or have any entitlements,

which shall be governed by the statute, the beneficiary statement and

principles of applicable law and the declaration made for the purposes

of these regulations may not be used for the purpose of proving

whether an entitlement exists or not or the extent thereof.

(3)

Any person who has reasonable cause to believe that he

is a beneficial owner of a foundation shall be bound to provide the

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

without delay

Provided that, without prejudice to the aforesaid, the

foundation shall obtain the information required under sub-regulation

(1) from the beneficial owners of the foundation and, or from any

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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 foundation within a reasonable time of being requested, not being in

excess of fourteen (14) days, and every beneficiary who acquires,

disposes of, increases or reduces his beneficial interest in the

foundation, or whose beneficial interest is disposed of, increased or

reduced through an action of the administrators of the foundation or of

any other person having powers to do so under the deed and, or statute

of the foundation, and every person who is appointed or ceases to be or

to carry out the role of beneficial owner in relation to the foundation in

terms of paragraphs (a) to (c) and (e) of the definition "beneficial

owner" in regulation 2(1) shall be bound to provide the said

information to the foundation within fourteen (14) days of such event

taking place

Provided further that, in cases where a beneficiary 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.

(4)

Such information shall be verified by the foundation on

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

source and a foundation shall not enter the name of any beneficial

owner in the register of beneficial owners unless it has reasonably

confirmed the accuracy of the information. The foundation 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 foundation shall also obtain information

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

intermediary.

Any information contained in the deed or statute of a foundation,

or any beneficiary statement, a power of attorney, an engagement or

instruction letter, delivered to the Registrar for Legal Persons at the

time of the registration of the foundation or at any time thereafter, and

any document or notice registered with the Registrar for Legal Persons

at any time, any will or any other official document shall be deemed to

be sufficiently reliable for the purposes of carrying out the duties under

this regulation.

(5)

Every foundation established for the benefit of a named

beneficiary or beneficiaries or a class of beneficiaries, shall enter the

information referred to in sub-regulation (1) in a register of beneficial

owners, which register shall be kept and maintained by the foundation,

or its delegates, at the registered address of the foundation or at such

other place as may be specified in the statute of the foundation.

(6)

Every foundation established solely to achieve a stated

purpose and which does not have any beneficiaries as defined in

paragraph (d) of the definition "beneficial owner" in regulation 2(1)

(REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS)

shall only be required to enter the information referred to in

paragraphs (a) to (c) and (e) of such definition in a register of

beneficial owners, which register shall be kept and maintained by the

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

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

foundation.

(7)

A foundation shall not

(a)

enter the name of a beneficial owner or any

changes to the beneficial interest in the register of beneficial

owners; or

(b)

notify the Registrar for Legal Persons in

compliance with the Second Schedule, when required upon an

event taking place,

unless it has obtained, as may be applicable, information on the

underlying beneficial ownership and unless it has carried out the

verifications required by these regulations.

(8)

Subject to the provisions of regulation 4(1)(d), beneficial

owners who are natural persons and whose personal data is held in the

register of beneficial owners 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

foundation within thirty (30) days of the foundation submitting such

information to the Registrar for Legal Persons as required under these

regulations.

(9)

Unless excluded, suspended or postponed by the terms of

the foundation or a beneficiary statement, any person who is a

beneficial owner of a foundation, has a right of access to any

information relating to himself in the register of beneficial owners held

by such foundation within a reasonable period not exceeding thirty

(30) days after he a makes a request in writing to this effect to the

foundation.

(10) If default is made in complying with the provisions of

sub-regulations (1) or (3), as the case may be

(a) the foundation and every administrator of the

foundation 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 foundation and the administrators of

the foundation 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

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part; and

(b)

every beneficial owner, other than the persons

referred to in paragraph (a), 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.

(11) The administrators of a foundation 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 foundation has been struck off from the

Register of Legal Persons or, if the foundation 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

(c)

there is the termination of registration in case of

the continuation of the foundation in another country in

accordance with article 22A of the Second Schedule,

whichever is the earlier.

(1)

Where a foundation 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, 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 foundation, containing

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

regulation 4 with respect to all the beneficial owners of the foundation.

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

signed by one director thereof

Provided that if the foundation 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 date, together with the

aforementioned declaration, an authenticated copy of the deed and

statute of the foundation.

(2)

A foundation referred to in this regulation shall not be

registered, if the foundation is not yet registered, and, in any case, all

relative forms and documents shall not be registered in accordance with

the Second Schedule and any applicable regulations, unless the

(REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS)

Registrar for Legal Persons is satisfied that the requirements of this

regulation have also been complied with.

(1)

Any foundation which is established on or after

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

an authenticated copy of its deed and statute, if an

application for the registration of the foundation in terms of the

Second Schedule is not submitted within such time; and

(b)

a declaration in the prescribed form, signed by

one of the administrators of the foundation containing adequate,

accurate and up-to-date information in accordance with

regulation 4 on all the beneficial owners of the foundation.

Where the administrator is a body corporate, such declaration

shall be signed by one director thereof.

(2)

Any foundation which is established after the coming

into force of these regulations shall comply with these regulations

within three (3) months of the date of their establishment and there

shall be delivered to the Registrar for Legal Persons within such time

period

(a)

an authenticated copy of its deed and statute, if an

application for the registration of the foundation in terms of the

Second Schedule is not submitted within such time; and

(b)

a declaration in the prescribed form, signed by

one of the administrators of the foundation containing adequate,

accurate and up-to-date information in accordance with

regulation 4 on all beneficial owners of the foundation. Where

the administrator is a body corporate, such declaration shall be

signed by one director thereof.

(3)

A foundation, and all relative documents, shall not be

registered in terms of the Second Schedule unless the Registrar for

Legal Persons is satisfied that the requirements of these regulations

have also been complied with.

(4)

(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 foundation on the

date of submission.

(b)

On a continuing basis, if the foundation is

registered, the Registrar for Legal Persons shall not proceed with the

registration of any registerable forms or documents of the foundation

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

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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 foundation for which a submission is

refused due to non-compliance with these regulations, of the

reasons for refusal.

(c)

In case of default of compliance with regulations

5(1), 6(1) and 6(2), the foundation and every administrator of the

foundation 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 foundation and the administrators of the

foundation 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.

(5)

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

foundation 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.

(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

foundation 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

(REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS)

doubt, in case of conflict regarding accessibility, between any special

law governing a particular foundation, including the Second Schedule,

and these regulations, these regulations shall prevail over the

provisions of any special law in so far as the Register of Beneficial

Owners is concerned.

(4)

The information provided by a foundation 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 a foundation 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 a

foundation 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

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

change is recorded with the foundation, 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

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 foundation. 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 foundation and every administrator of the

foundation 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

(REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS)

Provided that the foundation and the administrators of the

foundation 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 foundation, or any of its administrators, from

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

any other person in terms of any 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 kept

and maintained by a foundation, or from 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

beneficial owner of such foundation,

the person aggrieved or any beneficial owner may apply to Civil Court,

First Hall, for the rectification of the register of beneficial owners and,

or the Register of Beneficial Owners.

(2)

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

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

register of beneficial owners or the Register of Beneficial

Owners, as the case may be;

(c)

order the rectification of the register of beneficial

owners or the Register of Beneficial Owners, as the case may

be;

(d)

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

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

the foundation and also to the Registrar for Legal Persons, without

(REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS)

being a party thereto, and they shall, upon being notified with a

certified copy of the judgment of Civil Court, First Hall, act

accordingly to ensure that identical actions are taken in the register of

beneficial owners and, or the Register of Beneficial Owners.

(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 regulation 10(1)(a), 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 foundation 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 foundations, 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.

(1)

The information on the beneficial owners of a

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

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

be accessible to

(REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS)

(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 foundation 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

foundation, which access shall be granted in a timely manner on

a written request.

(2)

Upon a written request to the Registrar for Legal Persons

(a)

with reference to transparent foundations or a

specific beneficiary thereof whether a natural person or a legal

organisation; and

(b)

with reference to a private foundation which

(i)

holds or owns a controlling interest in any

corporate or other legal entity not registered in Malta,

through direct or indirect ownership, including through

bearer shareholdings, or through control via other means,

other than

(aa) any corporate or other legal entities

referred to in the Companies Act (Register of

Beneficial Owners) Regulations or the Civil Code

(Second Schedule) (Register of Beneficial Owners

- Associations) Regulations, 2020; and

(bb) any corporate or other legal entity

incorporated within any other Member State

subject to legal obligations similar to those in these

regulations; or

(ii)

has fiduciary duties towards a named

beneficiary, or a class of beneficiaries, which is a legal

organisation and not a natural person, and only in relation

to such beneficiary which is a legal organisation,

(REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS)

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 foundation

(aa)

the name;

(bb) the month and year of birth or the

date of establishment or registration in case of a

legal organisation;

(cc) the nationality or the state of

establishment or registration in case of a legal

organisation;

(dd)

the country of residence; and

(ee) the nature

and

extent

of

the

beneficial interest,

of the beneficial owners of the foundation 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 foundation

which may be in the possession of the Registrar for Legal

Persons.

(3)

In the case of private foundations, other than those

expressly referred to in sub-regulation (2), established for the private

interest or benefit of a named person or a class of persons who are

natural persons, any person who, in a written request, satisfactorily

demonstrates and justifies, to the Registrar for Legal Persons, a

legitimate interest specifically related to the prevention of money

laundering and the financing of terrorism may be provided with the

following information held in the Register of Beneficial Owners with

reference to a specified private foundation

(a)

the name;

(b)

the month and year of birth or in case of a legal

organisation the date of establishment or registration;

(c)

the nationality or in case of a legal organisation

the state of establishment or registration;

(d)

the country of residence; and

(e)

the nature and extent of the beneficial interest,

of the beneficial owners of the foundation and this shall be granted in a

timely manner. Any such person shall not be granted access to any

other information or documents relating to the beneficial owners of the

(REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS)

foundation which may be in the possession of the Registrar for Legal

Persons.

(4)

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 holder 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 foundation 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.

(5)

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; and

(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

(REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS)

held in the Register of Beneficial Owners as well as the

procedure for making such requests and any other applicable

conditions.

(6)

The persons or organisations mentioned in sub-

regulation (3) 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)

a statement on the basis of the legitimate interest

underlying the request and associated supporting

documentation as may be reasonably required by the Registrar

for Legal Persons to prima facie ascertain that the person or

organisation has a legitimate interest in consulting the Register

of Beneficial Owners with reference to the particular

foundation or beneficial owners thereof; and

(d)

any other document which the Registrar for Legal

Persons may deem necessary.

For the avoidance of doubt, it shall be incumbent

on the person making the request to prove his legitimate interest

to the Registrar for Legal Persons.

The Registrar for Legal Persons may publish

guidelines setting out the documentation required to support

such a request for information held in the Register of Beneficial

Owners and the evidence of any stated legitimate interest as

well as the procedure for making such requests and any other

applicable conditions.

(7)

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), (2) and (3);

(b)

the legal basis for their request; and

(REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS)

(c)

the reasons for the decision taken by the Registrar

for Legal Persons to grant access to information,

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

enable such foundation or beneficial owner to protect their own

interests.

(8)

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 (4)

being satisfactory and subject to the relevant subject person’s

obligations under applicable data protection laws and

regulations and laws relating to professional secrecy;

(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 (5); and

(d)

the persons or organisations referred to in sub-

regulation (3) shall be granted the information requested on

satisfactory compliance with sub-regulation (6).

Any such request and any permission granted shall be

limited to the specific foundation and the specific beneficial

owner or owners referred to in the request.

(9)

(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 a foundation

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

(REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS)

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 foundation 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.

(10) (a)

The Registrar for Legal Persons shall be bound to

notify the foundation to which sub-regulation (9) applies, in writing, of

any application for information relating to the applicants mentioned in

sub-regulations (1)(b), (2) and (3) and the legal basis for the request.

(b)

The Registrar for Legal Persons shall grant the

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

writing to the Registrar for Legal Persons. The foundation 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 foundation 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

foundation in writing prior to notifying such decision to the applicant

and the foundation 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.

(11) (a)

The Registrar for Legal Persons shall be bound to

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

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

the basis of sub-regulation (9), providing the reasons for his decision.

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

(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

(REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS)

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 foundation, which may consult

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

proceedings with the foundation.

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

of the Registrar for Legal Persons in terms of sub-regulations (10) and

(11) shall be made to Civil Court, First Hall, with a right of appeal,

within twenty (20) working days from the date on which the decision of

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.

(13) 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.

(14) 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.

(15) 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 the applicable law, to provide the

information about the beneficial owners to competent authorities and to

Financial Intelligence Units of other Member States and to do so in a

timely manner and free of charge.

(16) The Registrar for Legal Persons shall publish annual

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

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

Commission.

(17)

(a)

For the purposes of regulation 10(3)

(i)

a legitimate interest to be granted access to

information on the beneficial owners of a foundation shall be

satisfactorily demonstrated if the person requesting such access

can prove that the interest specifically and solely relates to and

will contribute to the prevention, detection and combating of

money laundering or the associated predicate offences or the

financing of terrorism and shall be justified on the basis of

previous activities and a proven track record of actions in that

field, by means of relevant documentary evidence;

(ii)

the existence or otherwise of a legitimate interest

(REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS)

shall be conclusively determined, on a case by case basis, by

the Registrar for Legal Persons and for such purpose the

Registrar for Legal Persons may request any information he

deems necessary for the determination of such legitimate

interest and, or seek guidance from or consult with any person

or authority as may be deemed necessary.

(b)

The Registrar for Legal Persons may request from

the foundation any information he considers relevant in order to assess

and process the request made for access to beneficial owner

information and while doing so may share the information referred to

in regulation 10(7)(a) and (b)

Provided that in determining whether the applicant has

such legitimate interest, the Registrar for Legal Persons may also

request any information and, or any relevant documentary evidence he

deems necessary from any person or authority.

(c)

Unless prohibited by these regulations or

applicable law, in the event that the Registrar for Legal Persons

considers that there exists a legitimate interest to be granted access to

beneficial owner information, he shall notify the foundation of his

conclusions and the reasons for his decision and shall grant the

foundation, which shall provide the information to any relevant

beneficial owner and receive any comments such beneficial owner

may wish to submit, at least ten (10) working days to present any

submissions to him in writing which the foundation and, or the

beneficial owner may wish to make.

(d)

After consideration of such submissions, if any,

the Registrar for Legal Persons shall notify the applicant and the

foundation of his final decision.

(18) (a)

An applicant who is aggrieved by the decision of

the Registrar for Legal Persons denying access to the beneficial

ownership information on the basis of the absence of legitimate

interest may, by sworn application apply to Civil Court, First Hall for

judicial review of the decision of the Registrar for Legal Persons, with

an appeal to the Court of Appeal in its inferior jurisdiction.

(b)

The provisions of regulation 10(11) to (13) shall

apply mutatis mutandis to such applications for judicial review and

relative appeals.

(1)

All persons entitled to access and receive

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 law.

(REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS)

(2)

The Registrar for Legal Persons shall be bound to

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 foundation 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 foundations in

accordance with these regulations to the Registrar for Legal Persons

shall not imply that such foundations 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 foundation

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

foundations and beneficial owners prior to applying to the

Registrar for Legal Persons; and

(b)

all foundations 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 foundation 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

(REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS)

them in terms of applicable law.

(a)

Any administrator of a foundation who knowingly

or recklessly makes a statement, declaration or otherwise provides to

the Registrar for Legal Persons information on the beneficial

ownership of a foundation, that is misleading, false or deceptive in a

material particular; and

(b)

any beneficial owner of a foundation who

knowingly or recklessly makes a statement, declaration or otherwise

provides to the administrators of a foundation information on the

beneficial ownership of a foundation, 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 a foundation

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 a foundation

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, in the case of a

transparent foundation for five (5) years and in the case of a private

foundation 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 foundation has been struck off from the

Register of Legal Persons or, if the foundation 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

(REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS)

for 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 foundation 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 of these regulations provide 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)

In the Schedule, the first column 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)

A foundation 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.

(REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS)

The Registrar for Legal Persons shall have the power to

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

from time to time, to be used by foundations, 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.