COMPANIES ACT (REGISTER OF BENEFICIAL OWNERS) [ S.L. 386.19 1 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.
(1)The title of these regulations is the Companies Act (Register of Beneficial Owners) Regulations. Citation and scope. Amended by: L.N. 127 of 2025.
(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. 2.
(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; Interpretation and applicability. Amended by: L.N. 184 of 2018. Cap. 386. S.L. 373.01. 2 [ S.L. 386.19 COMPANIES ACT (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. Declaration on beneficial owners. Amended by: L.N. 184 of 2018; L.N. 247 of 2020; L.N. 127 of 2025. 3.
(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 subregulation
(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. S.L. 386.05. S.L. 386.26. S.L. 386.27. S.L. 386.28.
(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. Register of beneficial owners. Amended by: L.N. 184 of 2018. Substituted by: L.N. 127 of 2025. 4.
(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. COMPANIES ACT (REGISTER OF BENEFICIAL OWNERS) [ S.L. 386.19 3
(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. 5.
(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 Company to keep record of beneficial owners. Amended by: L.N. 184 of 2018; L.N. 158 of 2019; L.N. 127 of
- 4 [ S.L. 386.19 COMPANIES ACT (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. Notice of change in beneficial owners. Amended by: L.N. 184 of 2018; L.N. 247 of
- 6.
(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. COMPANIES ACT (REGISTER OF BENEFICIAL OWNERS) [ S.L. 386.19 6A.
(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. 5 Return to be submitted upon each anniversaryof registration. Added by: L.N. 247 of 2020.
(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. 7.
(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: Access to information on beneficial owners. Amended by: L.N. 158 of 2019; L.N. 127 of 2025. (
- 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 S.L. 373.01 6 COMPANIES ACT (REGISTER OF BENEFICIAL OWNERS) [ S.L. 386.19 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 S.L. 373.01 (
- 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 COMPANIES ACT (REGISTER OF BENEFICIAL OWNERS) [ S.L. 386.19 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. S.L. 373.01
(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 S.L. 373.01. 7 8 [ S.L. 386.19 COMPANIES ACT (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. Companies formed and registered before the coming into force of these regulations. Amended by: L.N. 184 of 2018. 8.
(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 COMPANIES ACT (REGISTER OF BENEFICIAL OWNERS) [ S.L. 386.19 9 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. 9.
(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 Power of the Registrar with regard to matters concerning companies. Substituted by: L.N. 247 of 2020. 10 [ S.L. 386.19 COMPANIES ACT (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.. Applicability to partnerships en nom collectif and partnerships en commandite or limited partnerships. Amended by: L.N. 127 of 2025. 10. 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"; COMPANIES ACT (REGISTER OF BENEFICIAL OWNERS) [ S.L. 386.19 11 (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. S.L. 373.01. 11. 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. Misleading, false or deceptive information. 12.
(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. Measures to ensure adequate, accurate and current information. Added by: L.N. 158 of 2019; Amended by: L.N. 247 of 2020.
(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 12 [ S.L. 386.19 COMPANIES ACT (REGISTER OF BENEFICIAL OWNERS) 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). Interconnection of the register of beneficial owners. Renumbered by: L.N. 158 of 2019. 13.
(1)In accordance with the requirements of Directive EU 2015/849 of EU Parliament and Council of 20th 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. Electronic communication. Renumbered by: L.N. 158 of 2019. Cap.
- 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. Administrative penalties. Renumbered by: L.N. 158 of
- 15.
(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 COMPANIES ACT (REGISTER OF BENEFICIAL OWNERS) [ S.L. 386.19 13 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. 16. These regulations shall, mutatis mutandis, apply to private limited liability companies formed and registered under the Merchant Shipping (Shipping Organisations - Private Companies) Regulations. Applicability to shipping companies. S.L. 234.42 Renumbered by: L.N. 158 of 2019. 17. 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. Liquidator to keep the register of beneficial owners for a period of ten years. Added by: L.N. 158 of 2019. Substituted by: L.N. 247 of 2020. 14 [ S.L. 386.19 COMPANIES ACT (REGISTER OF BENEFICIAL OWNERS) Substituted by: L.N.184 of 2018; L.N. 247 of 2020; L.N. 127 of 2025. FIRST SCHEDULE FORMS 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: Particulars of Beneficial Owner (
- a)Extent of Beneficial Ownership (
- b)Nature of Beneficial 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): COMPANIES ACT (REGISTER OF BENEFICIAL OWNERS) Particulars of Senior managing official (
- a)Name: Date of Birth: Nationality/ Nationality: Country of Residence: Official Identification number: Document type: Country of Issue: [ S.L. 386.19 15 Designation / Capacity ………………….............…… 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: 16 [ S.L. 386.19 COMPANIES ACT (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. company: The aforesaid change has not affected the beneficial ownership of the (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) COMPANIES ACT (REGISTER OF BENEFICIAL OWNERS) [ S.L. 386.19 17 Section C The beneficial owners of the company are as follows: Particulars of Beneficial Owner (
- a)Extent of Beneficial Ownership and description of change (
- b)Nature of Beneficial Ownership and description of 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): Particulars of Senior managing official (
- a)Name Date of Birth (dd/mm/yyyy) Nationality/Nationalities Country of Residence Official Identification number Document type Country of Issue Designation / capacity of Senior Managing Official (Detailed description) 18 [ S.L. 386.19 COMPANIES ACT (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 COMPANIES ACT (REGISTER OF BENEFICIAL OWNERS) [ S.L. 386.19 19 company’s registration falling due immediately after 30th June 2018 is/are the following: Particulars of Beneficial Owner (
- a)Extent of Beneficial Ownership (
- b)Nature of Beneficial Ownership (
- c)Name: Date of Birth: Nationality/ Nationalities: Country of Residence: Official Identification number: Document type: Country of Issue: Section B: As at ................................. being the date of the anniversary of the company’s registration falling due immediately after 30th June 2018 (tick the applicable declaration) : No natural person ultimately owns or controls, whether through direct or indirect ownership or control, including, where applicable, through bearer share holdings, more than 25% of the shares or voting rights in the company, or otherwise exercises control over the company through other means. OR After having exhausted all possible means, no natural person who ultimately owns or controls, whether through direct or indirect ownership or control, including, where applicable, through bearer share holdings, more than 25% of the shares or voting rights in the company, or otherwise exercises control over the company through other means has been identified, and the natural person/s holding the position of senior managing official/s is/are the following: Particulars of Senior Managing Official (
- a)Name: Date of Birth: Nationality/Nationalities: Country of Residence: Official Identification number: Document type: Country of Issue: ………………….............…… Director/Secretary (Name and Surname) Designation/Capacity 20 COMPANIES ACT (REGISTER OF BENEFICIAL OWNERS) [ S.L. 386.19 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: COMPANIES ACT (REGISTER OF BENEFICIAL OWNERS) Particulars of Beneficial Owner (
- a)[ S.L. 386.19 21 Date of change (where 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 managing official (
- a)Date of change (where 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. 22 [ S.L. 386.19 COMPANIES ACT (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 Managing Official (
- a)Name Date of Birth (dd/mm/yyyy) Nationality/ Nationalities Country of Residence Official Identification Number Document Type Country of Issue Designation / Capacity of Senior Managing Official (detailed description) COMPANIES ACT (REGISTER OF BENEFICIAL OWNERS) [ S.L. 386.19 23 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: COMPANIES ACT (REGISTER OF BENEFICIAL OWNERS) [ S.L. 386.19 24 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: L.N. 247 of 2020. SECOND SCHEDULE Penalties Regulation Default 5
(5)6
(5)Penalty Failure to keep record of beneficial owners euro 5000 Failure to provide information to the Registrar about a change in beneficial ownership of a company euro 5000 Daily Penalty euro 100 euro 100 COMPANIES ACT (REGISTER OF BENEFICIAL OWNERS) 6A
(2)6A
(3)8
(2)8
(5)Failure to provide the Registrar with an annual confirmation of details Failure to provide information to the Registrar about a change in senior managing officials of a company Failure to comply with regulation 5 within six months from the coming into force of the regulations Failure to provide the Registrar with a declaration containing information on the beneficial owners of the company [ S.L. 386.19 euro 5000 euro 100 euro 5000 euro 100 euro 10,000 euro 500 euro 10,000 euro 500 25