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L.S. 16.18 Regolamenti dwar ir-Reġistru ta’ Sidien Benefiċjarji - Fondazzjonijiet (It-Tieni Skeda) (Kodiċi Ċivili)

CIVIL CODE (SECOND SCHEDULE) (REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS) [ S.L. 16.18 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.

(1)The title of these regulations is the Civil Code (Second Schedule) (Register of Beneficial Owners - Foundations) Regulations. Citation.
(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. Scope.
(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. Applicability. 2. requires: Interpretation.
(1)In these regulations, unless the context otherwise "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: (
  1. 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; (
  2. 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 (
  3. 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, S.L. 16.15. 1 2 [ S.L. 16.18 CIVIL CODE (SECOND SCHEDULE) (REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS) 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; S.L. 373.01. "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: (
  4. a)the founder; (
  5. b)the administrator(s); (
  6. c)the protector or members of a supervisory council, if any; (
  7. 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 (
  1. 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 (
  2. a)to (
  3. 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 CIVIL CODE (SECOND SCHEDULE) (REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS) [ S.L. 16.18 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: (
  4. a)(
  5. b)persons, for the fulfilment of a specified purpose; and, or for the benefit of a named person or class of 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: (
  6. a)the amendment of the statute; (
  7. 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; (
  8. c)the appointment or removal of administrators or protectors or members of the supervisory council; (
  9. d)the acceptance of new founders; (
  10. e)country; the continuation of the foundation in another (
  11. f)the assignment or transfer of all or the majority of Cap. 373. 3 4 [ S.L. 16.18 CIVIL CODE (SECOND SCHEDULE) (REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS) the assets of the foundation; or (
  12. 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 Cap. 16. Code; Cap. 16 Cap. 373. "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: (
  13. a)foundations established exclusively for: (
  14. i)the achievement of a social purpose and, or for a public benefit; or (
  15. ii)the carrying on of any lawful activity on a non-profit making basis; or (iii) the exclusive benefit of public interest beneficiaries Cap. 492. whether enrolled as a voluntary organisation under the Voluntary Organisations Act or otherwise; CIVIL CODE (SECOND SCHEDULE) (REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS) [ S.L. 16.18 5 (
  16. b)foundations which are set up for a lawful purpose being the pursuance or implementation of commercial transactions; (
  17. 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. 3.
(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)Cap. 373. Applicability of these regulations. Amended by: XLVII.2020.14. These regulations shall not apply to: (
  1. 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; (
  2. 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 Cap. 3. 6 [ S.L. 16.18 CIVIL CODE (SECOND SCHEDULE) (REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS) (
  3. 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. Foundations to obtain and keep records of beneficial owners. 4.
(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: (
  1. 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; (
  2. b)the effective date when any person became, or ceased to be, a beneficial owner of the foundation; (
  3. c)the role of the beneficial owner in relation to the foundation in terms of paragraphs (
  4. a)to (
  5. c)and (
  6. 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 CIVIL CODE (SECOND SCHEDULE) (REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS) [ S.L. 16.18 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: (
  1. a)the class shall be described and its members declared as required by this regulation; (
  2. 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; (
  3. 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; (
  1. d)"children" include children born out of wedlock and adopted children; (
  2. 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 7 8 [ S.L. 16.18 CIVIL CODE (SECOND SCHEDULE) (REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS) 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)CIVIL CODE (SECOND SCHEDULE) (REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS) [ S.L. 16.18 shall only be required to enter the information referred to in paragraphs (
  1. a)to (
  2. c)and (
  3. 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: (
  1. a)enter the name of a beneficial owner or any changes to the beneficial interest in the register of beneficial owners; or (
  2. 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: (
  1. 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 Cap. 586. 9 10 [ S.L. 16.18 CIVIL CODE (SECOND SCHEDULE) (REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS) part; and (
  2. 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: (
  1. a)the grounds for registering the ownership information have ceased to exist; or beneficial (
  2. 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 (
  3. 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. Foundations established prior to 30th June 2019. 5.
(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 30th 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 CIVIL CODE (SECOND SCHEDULE) (REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS) [ S.L. 16.18 11 Registrar for Legal Persons is satisfied that the requirements of this regulation have also been complied with. 6.
(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: Foundations established on or after 1st July 2019 up to the date of the coming into force of these regulations. (
  1. 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 (
  2. 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: Foundations established after the coming into force of these regulations. (
  1. 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 (
  2. 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)(
  1. 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. (
  2. 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 Rules applicable to all cases under regulations 5, 6
(1)and 6
(2). 12 [ S.L. 16.18 CIVIL CODE (SECOND SCHEDULE) (REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS) the Registrar for Legal Persons is satisfied that the requirements of these regulations have been complied with. For the purpose of these regulations: (
  1. 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 (
  2. 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. (
  3. 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. Online registration.
(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. Register of Beneficial Owners. 7.
(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 CIVIL CODE (SECOND SCHEDULE) (REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS) [ S.L. 16.18 13 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. 8.
(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: Notice of change in beneficial owners to the Registrar for Legal Persons. 14 CIVIL CODE (SECOND SCHEDULE) (REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS) [ S.L. 16.18 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. Rectification of the registers. 9.
(1)If: (
  1. 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 (
  2. 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: (
  1. a)refuse the application; (
  2. 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; (
  3. c)order the rectification of the register of beneficial owners or the Register of Beneficial Owners, as the case may be; (
  4. 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 (
  5. 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 CIVIL CODE (SECOND SCHEDULE) (REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS) [ S.L. 16.18 15 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. Discrepancies. (
  1. 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. (
  2. 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. (
  3. 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. 10.
(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: Access to information in the Register of Beneficial Owners. 16 [ S.L. 16.18 S.L. 373.01. CIVIL CODE (SECOND SCHEDULE) (REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS) (
  1. 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 S.L. 373.01. (
  2. 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. Members of the public.
(2)Upon a written request to the Registrar for Legal Persons: (
  1. a)with reference to transparent foundations or a specific beneficiary thereof whether a natural person or a legal organisation; and (
  2. b)with reference to a private foundation which: (
  3. 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: S.L. 386.19. L.N. 24 of 2020. (
  4. 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 (
  5. bb)any corporate or other legal entity incorporated within any other Member State subject to legal obligations similar to those in these regulations; or (
  6. 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, CIVIL CODE (SECOND SCHEDULE) (REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS) [ S.L. 16.18 17 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: (
  1. aa)the name; (
  2. bb)the month and year of birth or the date of establishment or registration in case of a legal organisation; (
  3. cc)the nationality or the state of establishment or registration in case of a legal organisation; (
  4. dd)the country of residence; and (
  5. ee)the nature beneficial interest, and extent of the 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: (
  1. a)the name; (
  2. b)the month and year of birth or in case of a legal organisation the date of establishment or registration; (
  3. c)the nationality or in case of a legal organisation the state of establishment or registration; (
  4. d)the country of residence; and (
  5. 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 Persons with a legitimate interest. 18 [ S.L. 16.18 CIVIL CODE (SECOND SCHEDULE) (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)(
  1. b)shall, together with the written request, submit to the Registrar for Legal Persons: (
  2. 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; (
  3. 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; (
  4. 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 (
  5. d)any other document which the Registrar for Legal Persons may deem necessary.
(5)The members of the general public mentioned in subregulation
(2)shall, together with a written request, submit to the Registrar for Legal Persons: (
  1. a)identification details and other information supported by documents, certified as authentic, identifying the person requesting information from the Register of Beneficial Owners; (
  2. 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 (
  3. 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 CIVIL CODE (SECOND SCHEDULE) (REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS) [ S.L. 16.18 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 subregulation
(3)shall, together with a written request, submit to the Registrar for Legal Persons: (
  1. a)identification details and other information supported by documents, certified as authentic, identifying the person requesting information from the Register of Beneficial Owners; (
  2. 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; (
  3. 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 (
  4. 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); (
  1. b)the legal basis for their request; and 19 20 [ S.L. 16.18 CIVIL CODE (SECOND SCHEDULE) (REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS) (
  2. 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 subregulation
(1)(
  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; (
  2. 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 subregulation
(5); and (d) the persons or organisations referred to in subregulation
(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. Special cases involving serious risks.
(9)(a) Except in the case contemplated in sub-regulation
(1)(
  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 CIVIL CODE (SECOND SCHEDULE) (REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS) [ S.L. 16.18 21 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. (
  2. 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 Decisions refusing access to information. 22 [ S.L. 16.18 CIVIL CODE (SECOND SCHEDULE) (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. Online requests for access.
(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. Sharing of Information.
(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. Statistics.
(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. Legitimate interest.
(17)(a) For the purposes of regulation 10
(3): (
  1. 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; (
  2. ii)the existence or otherwise of a legitimate interest CIVIL CODE (SECOND SCHEDULE) (REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS) [ S.L. 16.18 23 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. (
  3. 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)(
  1. 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. (
  2. 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)(
  1. 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. Appeals in cases of denial of access for lack of legitimate interest. (
  2. b)The provisions of regulation 10
(11)to
(13)shall apply mutatis mutandis to such applications for judicial review and relative appeals. 11.
(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. Data protection and confidentiality. Cap. 586. 24 [ S.L. 16.18 CIVIL CODE (SECOND SCHEDULE) (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. Provisions to support the functions of the Registrar for Legal Persons. Cap. 373. 12.
(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: (
  1. a)all subject persons shall deal directly with foundations and beneficial owners prior to applying to the Registrar for Legal Persons; and (
  2. 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: Cap. 373. (
  3. i)such subject persons are carrying out customer due diligence measures in accordance with the Prevention of Money Laundering Act and applicable regulations; or (
  4. 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 CIVIL CODE (SECOND SCHEDULE) (REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS) [ S.L. 16.18 25 them in terms of applicable law. 13. (
  1. 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 Misleading, false or deceptive information. (
  2. 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. 14.
(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: (
  1. a)the grounds for registering the ownership information have ceased to exist; or beneficial (
  2. 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 Interconnection of the Register of Beneficial Owners. 26 [ S.L. 16.18 CIVIL CODE (SECOND SCHEDULE) (REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS) for Legal Persons in accordance with article 59 of the Second Schedule; or (
  3. 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. Electronic communication. Cap. 426. Administrative penalties. 15. 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. 16.
(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. Fees.
  1. 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. CIVIL CODE (SECOND SCHEDULE) (REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS) [ S.L. 16.18
  2. 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. Forms.
  3. The Registrar for Legal Persons may, from time to time, issue guidelines for the better implementation of these regulations in particular contexts. Guidelines. SCHEDULE (Regulation 16) Regulations and Penalties applicable thereunder Regulation Default 4
(10)4
(1)Failure to keep record of beneficial owners 4
(3)Failure to provide information within fourteen
(14)days of formal request by the foundation 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)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 4
(10)6
(4)(c) 8
(5)Penalty Daily penalty €500 €5 €500 €5 €500 €5 €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 27 28 [ S.L. 16.18 CIVIL CODE (SECOND SCHEDULE) (REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS) 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 CIVIL CODE (SECOND SCHEDULE) (REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS) [ S.L. 16.18 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. 29

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