COMPANIES ACT (REGISTER OF BENEFICIAL OWNERS) REGULATIONS

(REGISTER OF BENEFICIAL OWNERS)

SUBSIDIARY LEGISLATION 386.19

COMPANIES ACT

(REGISTER OF BENEFICIAL OWNERS)

REGULATIONS

1st January, 2018

LEGAL NOTICE 374 of 2017, as amended by Legal Notices 184 of

2018, 158 of 2019, 247 of 2020 and 127 of 2025.

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

(Register of Beneficial Owners) Regulations.

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

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

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

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

financial system for the purposes of money laundering or terrorist

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

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

provisions on beneficial ownership information of Directive (EU)

2015/849 of the European Parliament and of the Council of 20 May

2015 on the prevention of the use of the financial system for the

purposes of money laundering or terrorist financing, amending

Regulation (EU) No 648/2012 of the European Parliament and of the

Council, and repealing Directive 2005/60/EC of the European

Parliament and of the Council and Commission Directive 2006/70/

EC, as applicable to commercial partnerships formed and registered

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

L.N.184 of 2018; 

FORMS

L.N. 247 of 2020; 

L.N. 127 of 2025.

Companies Act (Register of Beneficial Owners) Regulations, 2017

Declaration on Beneficial Owners in terms of regulation 3

FORM BO1

To the Registrar of Companies

I, the undersigned, being a proposed director of ………………………..............., a

company to be constituted/continued* in Malta hereby declare that: (complete Section A

or Section B as applicable)

Section A: The beneficial owner/s of the proposed company is/are the following:

Extent of

Nature of

Particulars of

Beneficial

Beneficial

Beneficial Owner (a)

Ownership (b)

Ownership (c)

Name

Date of Birth

Nationality/Nationalities

Country of Residence

Official Identification

number

Document type

Country of Issue

Section B

After having exhausted all possible means no natural person who ultimately owns

or controls, whether through direct or indirect ownership or control, including, where

applicable, through bearer share holdings, more than 25% of the shares or voting rights

in the company, or otherwise exercises control over the company through other means

has been identified, and the natural person/s holding the position of senior managing

official/s is/are the following (d)

(REGISTER OF BENEFICIAL OWNERS)

Particulars of Senior

Designation / Capacity

managing official (a)

Name

Date of Birth

Nationality/

Nationality

Country of Residence

Official Identification

number

Document type

Country of Issue

………………….............……

Proposed Director

(Name and Surname)

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

This form must be completed in typed form.

(a)

Replicate table as necessary.

(b)

To be stated as a percentage of total ownership and/or control.

(c)

Describe the beneficial ownership indicating whether it is direct or indirect

ownership of 25% plus one or more of the shares or more than 25% of the voting rights

or other ownership interests, including through bearer shares or through control by other

means such as a power to appoint or remove the majority of directors, shareholders’

agreements and agreements between shareholders and the company.

(d)

Kindly attach a letter explaining the reasons for identifying the senior

managing officials of the company as beneficial owners.

* Delete as necessary

Companies Act (Register of Beneficial Owners) Regulations

Notice on Beneficial Owners in terms of regulation 6

FORM BO2

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

To the Registrar of Companies

(REGISTER OF BENEFICIAL OWNERS)

The company ..........…..….…….........…… having registration number

…..….…… hereby gives notice that: (choose Section A or Section B as applicable)

Section A

The company has submitted a notice of transfer, transmission or allotment of

shares, or other document relating to changes in the share capital or voting rights and

confirms that

i.

The aforesaid change has resulted in a change in the beneficial ownership

of the company, as indicated in Section C or Section D below

(tick if applicable)

OR

ii.

The aforesaid change has resulted only in a change to the extent and/or

nature of the beneficial ownership, as indicated in Section C below (kindly indicate the

full name and surname only of the respective beneficial owner/s in the first column,

followed by a description of the change as applicable

(tick if applicable)

OR

iii.

The aforesaid change has not affected the beneficial ownership of the

company

(tick if applicable)

Section B

A change in the beneficial ownership of the company has occurred without a

change in the registered shareholders, as indicated in Section C or Section D below (in

case that the aforesaid change consists only of a change to the extent and/or nature of

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

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

as applicable)

(tick if applicable)

(REGISTER OF BENEFICIAL OWNERS)

Section C

The beneficial owners of the company are as follows

Extent of

Nature of

Particulars of

Beneficial

Beneficial

Beneficial

Ownership and

Ownership and

Owner (a)

description of

description of

change (b)

change (c)

Name

Date of Birth

Nationality/

Nationalities

Country of

Residence

Official

Identification

number

Document type

Country of Issue

Section D

After having exhausted all possible means no natural person who ultimately owns

or controls, whether through direct or indirect ownership or control, including, where

applicable, through bearer share holdings, more than 25% or more of the shares or voting

rights in the company, or otherwise exercises control over the company through other

means has been identified, and the natural person/s holding the position of senior

managing official/s is/are the following (d)

Designation / capacity of

Senior Managing Official

Particulars of Senior managing official (a)

(Detailed description)

Name

Date of Birth

(dd/mm/yyyy)

Nationality/Nationalities

Country of Residence

Official Identification

number

Document type

Country of Issue

(REGISTER OF BENEFICIAL OWNERS)

Date of change in beneficial ownership .....................................

(if applicable)

………………….............……

Director/Secretary

(Name and Surname)

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

This form must be completed in typed form.

(a)

Replicate table as necessary

(b)

To be stated as a percentage of total ownership

(c)

Describe the beneficial ownership indicating whether it is direct or indirect

ownership of 25% plus one or more of the shares or more than 25% or more of the voting

rights or other ownership interests, including through bearer shares or through control by

other means such as a power to appoint or remove the majority of the board of directors,

shareholders’ agreements and agreements between shareholders and the company.

(d)

Kindly attach a letter explaining the reasons for identifying the senior

managing officials of the company as beneficial owners.

Companies Act (Register of Beneficial Owners) Regulations

Declaration on Beneficial Owners in terms of regulation 8

FORM BO3

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

To the Registrar of Companies

I

the

undersigned

being

the

director/secretary*

of

the

company............................................, having registration number .....................hereby

declare that: (complete Section A or Section B as applicable)

Section A: The beneficial owner/s of the company (complete (i) or (ii) as

applicable)

(i)

as at ......................., being the date of a change of beneficial owners

occurring after 30th June 2018 and before the date of the first anniversary of the

company’s registration falling due immediately after 30th June 2018;

OR

(ii)

as at........................... being the date of the first

anniversary of the

(REGISTER OF BENEFICIAL OWNERS)

company’s registration falling due immediately after 30th June 2018 is/are the following

Extent of

Nature of

Particulars of

Beneficial

Beneficial

Beneficial Owner (a)

Ownership (b)

Ownership (c)

Date of Birth

Nationalities

Country of Residence

Official Identification

Document type

Country of Issue

Section B: As at ................................. being the date of the anniversary of the

company’s registration falling due immediately after 30th June 2018 (tick the applicable

No natural person ultimately owns or controls, whether

through direct or indirect ownership or control, including, where

applicable, through bearer share holdings, more than 25% of the

shares or voting rights in the company, or otherwise exercises control

over the company through other means.

OR

After having exhausted all possible means, no natural person who

ultimately owns or controls, whether through direct or indirect

ownership or control, including, where applicable, through bearer

share holdings, more than 25% of the shares or voting rights in the

company, or otherwise exercises control over the company through

other means has been identified, and the natural person/s holding

the position of senior managing official/s is/are the following

Particulars of

Designation/Capacity

Senior Managing Official (a)

Date of Birth

Nationality/Nationalities

Country of Residence

Official Identification number

Document type

Country of Issue

………………….............……

Director/Secretary

(Name and Surname)

(REGISTER OF BENEFICIAL OWNERS)

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

This form must be completed in typed form.

(a)

Replicate table as necessary.

(b)

To be stated as a percentage of total ownership.

(c)

Describe the beneficial ownership indicating whether it is direct or indirect

ownership of 25% plus one or more of the shares or more than 25% of the voting rights

or other ownership interests, including through bearer shares or through control by other

means such as a power to appoint or remove the majority of the board of directors,

shareholders’ agreements and agreements between share-holders and the company.

* Delete as necessary

Companies Act (Register of Beneficial Owners) Regulations, 2017

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

ANNUAL CONFIRMATION BO FORM

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

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

anniversary of the company’s date of registration

To the Registrar of Companies

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

a company registered in Malta hereby declare that as at the anniversary of the company

(complete Section A, Section B or Section C as applicable)

Section A

There are no changes to the beneficial owner/s details

currently registered with the Registrar

OR

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

following

(REGISTER OF BENEFICIAL OWNERS)

Particulars of Beneficial

Date of change (where

Owner (a)

applicable)

Name

Date of Birth

Nationality/Nationalities

Country of Residence

Official Identification number

Document type

Country of Issue

OR

Section C: The new Senior Managing official/s details of the company is/are the

following

Particulars of Senior

Date of change (where

managing official (a)

applicable)

Name

Date of Birth

Nationality/Nationalities

Country of Residence

Official Identification number

Document type

Country of Issue

………………….............……

Director/Secretary

(Name and Surname)

* Delete as necessary

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

This form must be completed in typed form.

(a)

Replicate table as necessary.

(REGISTER OF BENEFICIAL OWNERS)

Companies Act (Register of Beneficial Owners) Regulations

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

CHANGE IN SENIOR MANAGING OFFICIALS FORM

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

To the Registrar of Companies

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

company registered in Malta, hereby declare that

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

Managing Official/s of the company is/are the following

Particulars of Senior

Designation / Capacity of Senior

Managing Official (a)

Managing Official

(detailed description)

Name

Date of Birth

(dd/mm/yyyy)

Nationality/

Nationalities

Country of

Residence

Official

Identification

Number

Document Type

Country of Issue

(REGISTER OF BENEFICIAL OWNERS)

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

………………….............……

Director/Secretary

(Name and Surname)

* Delete as necessary

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

This form must be completed in typed form.

(a)

Replicate table as necessary.

Companies Act (Register of Beneficial Owners) Regulations

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

CHANGE IN DETAILS OF BO/SENIOR MANAGING OFFICIALS FORM

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

To the Registrar of Companies

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

a company registered in Malta hereby declare that,

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

Particulars of Beneficial Owner

Name

Date of Birth

Nationality

Country of Residence

Official Identification number

Document type

Country of Issue

(REGISTER OF BENEFICIAL OWNERS)

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

Particulars of Senior Managing Official

Designation / Capacity of Senior

Managing Official (detailed

description)

Name

Date of Birth

Nationality/Nationalities

Country of Residence

Official Identification number

Document type

Country of Issue

Date of change in beneficial owner/senior manager * details

………………….............……

Director/Secretary

(Name and Surname)

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

* Delete as necessary

This form must be completed in typed form.

(a)

Replicate table as necessary.

Substituted by: 

(1)

In these regulations, unless the context

otherwise requires –

"Act" means the Companies Act;

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

the Prevention of Money Laundering and Funding of Terrorism

Regulations, 2017 and "beneficial ownership" shall be construed

accordingly.

(2) Words and expressions used in these regulations which

are also used in the Act shall have the same meaning assigned to them

in the Act.

(3)

These regulations do not apply to a company

(a)

listed on a regulated market that is subject to

disclosure requirements consistent with the law of the

Community or subject to equivalent international standards

which ensure adequate transparency of ownership information;

(REGISTER OF BENEFICIAL OWNERS)

(b)

where, and for as long as, all the registered

shareholders of which are natural persons who are disclosed in

the public records at the register of commercial partnerships

maintained by the Registrar of Companies

Provided that none of the said natural persons

is acting as trustee or in any other fiduciary capacity.

L.N. 247 of 2020.

Penalties

Regulation Default

Penalty

Daily Penalty

5(5)

Failure to keep record of beneficial owners euro 5000

euro 100

6(5)

Failure to provide information to the

Registrar about a change in beneficial

ownership of a company

euro 5000

euro 100

(REGISTER OF BENEFICIAL OWNERS)

6A(2)

Failure to provide the Registrar with an

annual confirmation of details

euro 5000

euro 100

6A(3)

Failure to provide information to the

Registrar about a change in senior

managing officials of a company

euro 5000

euro 100

8(2)

Failure to comply with regulation 5 within

six months from the coming into force of

the regulations

euro 10,000

euro 500

8(5)

Failure to provide the Registrar with a

declaration containing information on the

beneficial owners of the company

euro 10,000

euro 500

(1)

With effect from the date of the coming into

force of these regulations, where a company is to be constituted under

the Act, together with the memorandum and articles, if any, delivered

to the Registrar for registration in accordance with article 76 of the

Act, there shall be delivered to the Registrar a declaration, in the form

set out in the First Schedule to these regulations, signed by one of the

proposed directors of the company, containing information in

accordance with sub-regulation (2) on all the beneficial owners of the

company.

(2) The information on the beneficial owners of the

company to be provided to the Registrar in accordance with sub-

regulation (1) shall, in respect of each beneficial owner, consist of the

name, the date of birth, the nationality or nationalities, the country of

residence, an official identification document number indicating the

type of document and the country of issue, and the nature and extent

of the beneficial interest held. A certified true copy of the official

identification document for every beneficial owner shall also be

submitted to the Registrar.

(3) The Registrar shall not register the memorandum and

articles, if any, delivered to him in accordance with article 76 of the

Act unless he is satisfied that the requirements of this regulation have

been complied with.

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

mutandis, to companies continued in Malta in terms of the

Continuation of Companies Regulations and to companies registered in

Malta following a cross-border conversion, merger and division in

terms of the Cross-border Divisions of Limited Liability Companies

Regulations, the Cross-border Conversions of Limited Liability

Companies Regulations and the Cross-border Mergers of Limited

Liability Companies Regulations.

(1)

Documents required to be delivered to the Registrar

under any of the provisions of these regulations shall not be

registered and the information on the beneficial owners of every

company provided to the Registrar in accordance with these

regulations shall be entered and held by the Registrar, in a register of

beneficial owners kept by the Registrar for this purpose, which

register shall be in electronic format only.

(REGISTER OF BENEFICIAL OWNERS)

(2)

In the event that a natural or legal person is granted access

to the information on beneficial ownership of a company in

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

means, the Registrar shall provide a print-out of the information held

in the register of beneficial owners.

(1)

Every company shall obtain and at all times

hold adequate, accurate and up to date information in respect of its

beneficial owners, which shall at least include the following

particulars

(a)

the name, the date of birth, nationality or

nationalities, the country of residence and an official

identification document number indicating the type of

document and the country of issue, of each beneficial owner;

(b)

the nature and extent of the beneficial interest

held by each beneficial owner and any changes thereto;

(c)

the effective date on which a natural person

became, or ceased to be, a beneficial owner of the company or

has increased or reduced his beneficial interest in the company.

(2)

Any natural person who has reasonable cause to believe to

be a beneficial owner of a company shall be bound to provide the

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

without delay.

Without prejudice to the aforesaid, the company shall obtain

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

shareholders of the company and, or from any natural person whom it

has reasonable cause to believe to be a beneficial owner, who shall be

bound to provide the said information to the company without delay,

and every beneficial owner who acquires, disposes of, increases or

reduces his beneficial interest in the company shall be bound to

immediately provide the said information to the company.

(3) The information referred to in sub-regulation (1) shall be

entered and held by the company in a beneficial owners register to be

kept at the registered office of the company or at such other place in

Malta as may be specified in the Memorandum or Articles of

Association of the company.

(4) The company shall not enter the name of a new

shareholder or any changes to existing shareholdings in the register

of members unless it has obtained, as may be applicable, information

on the underlying beneficial ownership as required in accordance

with sub-regulation (1) of this regulation.

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

this regulation, the company and every officer, shareholder and

(REGISTER OF BENEFICIAL OWNERS)

beneficial owner of the company 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 officer of the company shall not be

liable if he had exercised all due diligence to comply with the

provisions of this regulation and the default was not due to any act or

omission or negligence on his part.

(1)

Where there is a change in the beneficial

ownership of a company, the company shall, within fourteen days

after the date on which the change is recorded with the company,

deliver to the Registrar a notice, in the form set out in the First

Schedule to these regulations, of the change, providing the

information required under regulation 3 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 shall enter the said

changes in the register of beneficial owners.

(2) Where a notice of transfer or transmission of shares is

delivered to the Registrar for registration in accordance with article

120(3) of the Act or where there is an increase or reduction of the

issued share capital or a restructuring of a company’s share capital or

changes in the voting rights, the company shall, together with the said

notice or other documents as applicable, also deliver to the Registrar

a notice in the form set out in the First Schedule to these regulations,

indicating whether or not there has been a change in the beneficial

ownership of the company and providing the information as required

under sub-regulation (1) where applicable.

(3) The Registrar shall not register a notice of transfer,

transmission or allotment of shares or any other document relating to

changes in issued share capital or voting rights unless the

requirements of sub-regulation (2) have been complied with.

(4) The notices of changes in beneficial ownership referred

to in sub-regulations (1) and (2), duly completed, shall be signed by

at least one director of the company or the company secretary and a

certified true copy of the official identification document for every

beneficial owner shall also be submitted to the Registrar.

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

this regulation, the company and every officer of the company 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)

(1)

Every company shall, upon each anniversary of its

registration, make a return in the form set out in the First Schedule,

showing any change in details on beneficial owners such as name,

country of residence or official identification document number, or

confirm that no change in details took place.

(2)

The return, duly completed, shall be signed by at least

one director of the company or the company secretary and delivered to

the Registrar for registration within forty-two days after the date to

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

provisions of this regulation, every officer of the company who is in

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

default continues, to a further penalty.

(3)

Where there is a change in the senior managing officials,

the company shall, within fourteen days after the date on which the

change is recorded with the company, deliver to the Registrar a notice

of the change, in the form set out in the First Schedule. If default is

made in complying with the provisions of this regulation, every officer

of the company who is in default shall be liable to a penalty, and, for

every day during which the default continues, to a further penalty.

(4)

The company may, at any time, deliver to the Registrar

for registration a return, in the form set out in the First Schedule,

indicating any changes in details on beneficial owners such as name,

country of residence or official identification document number.

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

identification document number, the company shall also submit a

certified true copy of the identification document of the beneficial

owner.

(1)

The information on the beneficial owners of a

company held by the Registrar in the register of beneficial owners

shall, in accordance with data protection requirements, be accessible

to

(a) (i)

national competent authorities with designated

responsibilities for combating money laundering and terrorist

financing;

(ii)

national competent authorities that have the

function of investigating or prosecuting money laundering,

associated criminal offences and terrorist financing, or of tracing,

seizing, freezing and confiscating criminal assets;

(iii)

the Financial Intelligence Analysis Unit;

(iv)

national tax authorities; and

(v)

any other national competent authority within

(REGISTER OF BENEFICIAL OWNERS)

the meaning assigned to it under the Prevention of Money

Laundering and Funding of Terrorism Regulations, not already

covered under sub-paragraphs (i) to (iv),

in a timely manner without any restriction and without alerting

the company concerned; and

(b) subject persons in terms of the Prevention of Money

Laundering and Funding of Terrorism Regulations providing services

in or from Malta, for the purpose of carrying out customer due

diligence in accordance with the said regulations, in a timely manner.

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

legitimate interest in the prevention and combating of money

laundering, its predicate offences, or the financing of terrorism, shall

be granted access to information on the beneficial ownership of the

company by the Registrar, without alerting the company concerned

Provided that persons demonstrating legitimate interest

shall be granted access to the name, the month and year of birth,

country of residence and nationality or nationalities of the beneficial

owner, and the nature and extent of the beneficial interest held. Such

information on the beneficial owner shall be subject to the payment

of a fee, which fee shall be exclusively linked to the administrative

costs for the quality of the information and of making the information

available

Provided further that persons referred to in this

paragraph shall together with a written request, submit to the

Registrar

(i)

identification details and any other information

supported by documents, certified as authentic,

identifying the person requesting information, from

the register of beneficial owners;

(ii)

a declaration of the legal basis of their request to

confirm that the purpose of the enquiry relates to

matters which shall contribute to the prevention,

detection and combatting of money laundering or

the associated predicate offences or the financing

of terrorism;

(iii)

any other document which the Registrar may deem

necessary

Provided further that for this purpose, the Registrar in

relation to the register of beneficial owners may publish guidelines

setting out the documentation required to support such request to

information held in the register of beneficial owners as well as the

(REGISTER OF BENEFICIAL OWNERS)

procedure for making such requests and other applicable conditions;

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

existence of the legitimate interest referred to in paragraph (c),

consult with other bodies before granting access to information on

the beneficial ownership of a company.

(2) Access to information on a beneficial owner of a

company under sub-regulations (1)(b) and (2) may not be granted, in

full or in part, where in exceptional circumstances to be justified by

means of documentary evidence and to be determined on a case by

case basis, access to such beneficial ownership information would

expose the beneficial owner to the risk of fraud, kidnapping,

blackmail, violence or intimidation, or where the beneficial owner is

a minor or otherwise incapable.

(3) Subject persons shall not rely exclusively on the register

of beneficial owners to fulfil their customer due diligence obligations

in terms of the Prevention of Money Laundering and Funding of

Terrorism Regulations.

(4) The authorities referred to in this regulation and the

Financial Intelligence Analysis Unit may, in pursuance of their

functions in accordance with applicable law, provide information on

beneficial owners accessible to them in terms of this regulation to

competent authorities and to Financial Intelligence Units of other

Members States of the European Union and third countries.

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

company under sub-regulations (1)(b) and (c) may not be granted, in

full or in part, where in exceptional circumstances to be justified by

means of documentary evidence and to be determined on a case by

case basis, access to such beneficial ownership information would

expose the beneficial owner to disproportionate risk, risk of fraud,

kidnapping, blackmail, extortion, harassment, violence or

intimidation, or where the beneficial owner is a minor or otherwise

legally incapable

Provided that this sub-regulation shall not apply to credit

institutions and financial institutions or to subject persons. The term

"subject persons" shall have the same meaning as assigned to it under

the Prevention of Money Laundering and Funding of Terrorism

Regulations.

(6)

(a)

The Registrar shall be bound to notify the applicant

in writing, of any decisions for having refused a written request made

to him on the basis of sub-regulation (1)(c). The Registrar shall do so

in a reasonable time frame.

(b)

Any applicant that feels aggrieved by the decision

of the Registrar shall have the right to apply for the

(REGISTER OF BENEFICIAL OWNERS)

judicial review of such decision, within twenty (20)

working days from receipt thereof, which

application for judicial review shall also be notified

to the Registrar who shall have twenty (20)

working days to respond to such application.

(7)

A sworn application for judicial review from the decision

of the Registrar given in accordance with sub-regulation (6)(a) shall

be filed in Court. In addition, the applicant may avail himself of a

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

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

inferior jurisdiction. An appeal may be made on any point of law, or

of the fact by means of a sworn application.

(8)

Such application for judicial review and any appeals shall

be filed in the registry of the court.

(9)

Notwithstanding the provisions of any other law,

including the laws on professional secrecy and data protection, the

Registrar shall be permitted in pursuance of his functions in

accordance with applicable law, to provide the information about the

beneficial owners to the competent authorities and to do so in a

timely manner and free of charge

Provided that the Registrar shall also share information

with other bodies outside Malta, that are in charge of the register of

beneficial owners, with which Malta has an arrangement, for the

purposes of the prevention and combating of money laundering, its

predicate offences, or the financing of terrorism.

(1)

Every company formed and registered before

the coming into force of these regulations shall comply with the

provisions of regulation 5 within six months from the date of the

coming into force of these regulations.

(2) If default is made in complying with sub-regulation (1),

the company and every officer, shareholder and beneficial owner of

the company 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 officer of the company shall not be

liable if he had exercised all due diligence to comply with the

provisions of this regulation and the default was not due to any act or

omission or negligence on his part.

(3) Every company as is mentioned in sub-regulation (1)

shall, on the first anniversary of its registration that falls due

immediately after the expiry of six months from the coming into

force of these regulations or when there is any change in the

(REGISTER OF BENEFICIAL OWNERS)

beneficial ownership of the company occurring after the expiry of six

months from the coming into force of these regulations, whichever is

the earlier, deliver to the Registrar, in accordance with sub-regulation

(4), a declaration in the form set out in the First Schedule to these

regulations containing the information mentioned in regulation 3 on

all the beneficial owners of the company as at the date of such

anniversary or change as the case may be.

(4) The declaration duly completed shall be signed by at

least one director of the company or the company secretary and shall

be delivered to the Registrar within forty two days of the anniversary

date to which it is made up or within fourteen days after the date on

which the change is recorded with the company as the case may be,

and the Registrar shall enter the information contained therein in the

register of beneficial owners.

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

sub-regulations (3) and (4) of this regulation, the company and every

officer of the company 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.

(1)

The Registrar may

(a)

refuse to register any document of a company,

which is required to be registered under the Act, if the

beneficial ownership information was not submitted or if he is

not satisfied that the company has provided accurate and up to

date information on all the beneficial owners of the company as

required by these regulations;

(b)

restrict new incorporations for directors involved

in other Maltese registered companies that failed to submit

information on beneficial owners;

(c)

before registering a new company or return, take

such steps and require such information or documentation as he

may deem necessary to ascertain the correctness of the

beneficial information submitted to him.

(2)

Where a company fails to provide information on its

beneficial owners in accordance with these regulations, the Registrar

shall inform the company that he is not in receipt of the information on

beneficial owners.

(3)

If the Registrar does not receive the information on

beneficial owners of the company within one month from the letter

mentioned in sub-regulation (2), he may send to the company by post

and publish a notice in the Gazette or on a website maintained by the

Registrar and in a daily newspaper circulating wholly or mainly in

Malta that, at the expiration of three months from the date of the last

(REGISTER OF BENEFICIAL OWNERS)

publication of the said notice, the company’s name shall, unless cause

is previously shown to the contrary or the Registrar is satisfied that

there are sufficient grounds not to proceed with the striking off, be

struck off the register; and the assets of the company shall devolve

upon the Government of Malta.

(4)

If any member or creditor of the company, or any other

person who appears to the Court to have an interest feels aggrieved by

the fact that the name of the company has been struck off the register

by virtue of the provisions of this regulation, the Court on an

application made by the member or creditor or such other person

before the expiration of five years from the publication of the notice of

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

satisfied that it is proper that the name of the company be restored to

the register, order that such name be restored to the register, and upon

an official copy of the order being delivered by the Registrar of the

Courts to the Registrar for registration, the company shall be deemed

to have continued in existence as if its name had not been struck off;

and the Court may by its order give such directions and make such

provisions as seem fit for placing the company and all other persons in

the same position as nearly as may be as if the name of the company

had not been struck off. The Registrar shall forthwith proceed to

publish a notice in the Gazette or on a website maintained by the

Registrar and in a daily newspaper circulating wholly or mainly in

Malta that the name of the company has been restored to the register.

(5)

The Registrar shall have the power to strike off the name

of a company if the beneficial owner of such company becomes

sanctioned by international organisations.

(6) Without prejudice to rights and obligations emanating

from other laws and regulations, and notwithstanding that the name

of the company has been struck off the register in terms of the

preceding provisions of this regulation, the rights and

responsibilities, if any, of every director or other officer of the

company and of every member of the company shall continue and

may be enforced as if the name of the company had not been struck

off the register..

These regulations shall apply to partnerships en nom

collectif and partnerships en commandite or limited partnerships, as if

reference in these regulations to

(i)

"company" were a reference to "partnership en

nom collectif and partnership en commandite or limited

partnership";

(ii)

"memorandum and articles" were a reference to

"deed of partnership";

(REGISTER OF BENEFICIAL OWNERS)

(iii)

"article 76 of the Act" were a reference to

"article 15 of the Act";

(iv)

"shareholders" were a reference to "partners";

(v)

"director" or "directors", "officer" or "officers",

"director of the company or the company secretary" were a

reference to "partner or partners having the administration or

representationof the partnership"

"Provided that a general partner of a

partnership en commandite or limited partnership shall be

treated as a "shareholder" where, and for as long as, the

general partner in its position as "shareholder" falls under the

definition of beneficial owner in accordance with the

Prevention of Money Laundering and Financial Terrorism

Regulations.

Any officer, shareholder or beneficial owner of a

company who knowingly or recklessly makes a statement,

declaration or otherwise provides to the Registrar information on the

beneficial ownership of a company, 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 months or to both such fine and imprisonment.

(1)

The Registrar may carry out physical on-site

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

establish the current beneficial ownership and to verify that the

beneficial ownership information submitted to him in respect of a

commercial partnership is accurate and up-to-date. The right of the

Registrar to verify such information shall not be restricted, obstructed

or precluded in any manner.

(2)

The Registrar, or any person assigned by him, shall, in

accordance with data protection requirements, have the right to

reasonable access and entry to the premises referred to in regulation

5(3) of any company registered in Malta, and access to any relevant

documentation or any other information relating or pertaining to

information on beneficial ownership of any company. The officers of

the company shall assist and shall collaborate with the Registrar in

order to enable him to discharge his functions under these regulations,

and shall collate and transmit without any undue delay such

information and documentation as the Registrar may reasonably

request from time to time. The Registrar may also take copies of any

documents furnished or provided to him under this regulation.

(3)

The competent authorities mentioned in regulation

7(1)(a), to the extent that this requirement does not interfere

unnecessarily with their functions, and subject persons, as referred to

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in regulation 7(1)(b), shall report any discrepancies they find between

the beneficial information available to them and the beneficial

ownership information held in the register of beneficial owners kept

by the Registrar. The Registrar shall take any appropriate actions in

order to resolve such discrepancies and, where necessary, update the

beneficial ownership information in the register. Until such time that

discrepancies are resolved, the Registrar may, if he deems appropriate,

make specific mention in the register of beneficial owners of the

discrepancies.

(4) Where the Registrar deems it necessary to update the

beneficial ownership information in the register in terms of this

regulation, every officer of the company shall be liable to a penalty of

not more than one hundred thousand euro (€100,000).

(1)

In accordance with the requirements of

Directive EU 2015/849 of EU Parliament and Council of 20 th May

2015 the register of beneficial owners held by the Registrar in

accordance with regulation 4 shall be interconnected with the system

of interconnection of central, commercial and companies registers

composed of the registers of Member States and EEA States via the

European Central Platform and the European e-Justice portal serving

as the European electronic access point, in terms of Directive 2009/

101/EC, as amended by Directive 2012/17/EU.

(2) The information on the beneficial owners of a company

held by the Registrar in the register of beneficial owners shall be

available and accessible through the system of interconnection of

registers mentioned in this regulation.

Any document which is required to be delivered to the

Registrar under any of the provisions of these regulations and any

such delivery and the retention of any such document by the Registrar

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 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 Second Schedule of these

regulations, which specifies the maximum penalty that may be

imposed by the Registrar under any of the provisions of these

regulations.

(2) In the Second 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

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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 the recovery of a penalty

under these regulations shall be prescribed by the lapse of five years

from the day on which the default occurs.

(4) A company shall be jointly and severally liable with its

officers for the payment of any administrative penalties imposed

under these regulations.

(5) The provisions of article 401(3) to (17) of the Act shall

apply to any penalty imposed by the Registrar under these

regulations.

These regulations shall, mutatis mutandis, apply to

private limited liability companies formed and registered under the

Merchant Shipping (Shipping Organisations - Private Companies)

Regulations.

A liquidator of a company shall keep the register of

beneficial owners of the company for a period of ten years from the

date of publication of the striking of the company’s name off the

register.

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Substituted by: 