Company Formation and Management

Amendments to the Companies Act (Register of Beneficial Owners) Regulations

The Companies Act (Register of Beneficial Owners) (Amendment) Regulations, 2019 has been put into place on 12th July 2019. This is aimed to amend the Companies Act (Register of Beneficial Owners) Regulations which had come into force on 1st January 2018.

One of the main amendments introduced by Legal Notice 158 of 2019 pertains to Regulation 7 of the principal regulations and involves access to the beneficial ownership register. As of now, information regarding the beneficial ownership of a company is held by the Registrar of Companies and any access to this information is limited to the following persons:

  • national competent authorities that are designated with the responsibilities of combating money laundering and terrorist financing;
  • the Financial Intelligence Analysis Unit;
  • National Tax Authorities;
  • subject persons for the purposes of carrying out customer due diligence;
  • persons who have a legitimate interest.

The amended Regulation 7, which will be effective 1st January 2020 stipulates that “any member of the general public” shall have access to the name, date of birth, nationality, country of residence and extent and nature of beneficial interest regarding the beneficial owners of a company. Thus, effective 1st January 2020 persons wishing to obtain information on the beneficial ownership of a company would not need to demonstrate a legitimate interest, as the information will be available to them publicly.

In certain cases, access to information about the beneficial owner of a company may be restricted to subject persons and the general public, these can either be fully or partly restricted. These restrictions would apply in situations where access to the beneficial ownership information would expose the beneficial owner to certain risk such as:

  • Blackmail
  • Extortion
  • Risk of fraud
  • Kidnapping
  • Or where a beneficial owner is a minor or legally incapable.

The amendment also includes provisions that stipulate that once a company has been struck off, the information regarding the beneficial ownership of the said company will remain available on the Malta Business Register and the system of interconnection of registries for a period of five years from the date of striking off the company.

Sub-Regulation (2) of Regulation 5 has also been amended and now requires that 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 to the company without delay.

According to the amendments to Sub-Regulation (2), the company shall obtain the information listed 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 such information to the company without delay.

Every beneficial owner who acquires disposes of, increases or reduces his beneficial interest in the company shall also be bound to immediately provide the pertaining information to the company.