Broader Scope, Tighter Access: Malta's 2026 Beneficial Ownership Reforms

Background

On the 10th of July 2026, Malta published the Companies Act (Register of Beneficial Owners) (Amendment) Regulations, 2026 (the "Amendments") by means of Legal Notice 184 of 2026, revising certain provisions of the Companies Act (Register of Beneficial Owners) Regulations to transpose the Sixth Anti-Money Laundering Directive (AMLD6) into Maltese law.

The Amendments broaden the scope of the Regulations, expand the information companies must maintain, and overhaul the framework governing access to beneficial ownership information.

New Definitions

The Amendments introduce a number of new definitions into the Regulations. In particular, an "obliged entity" is defined as having the same meaning assigned to it under the Anti-Money Laundering Regulation (AMLR).

The definition goes a step further, expressly including "subject persons" within the meaning of the Prevention of Money Laundering and Funding of Terrorism Regulations (PMLFTR) and the Prevention of Money Laundering Act.

Updated Scope

Exclusion of Listed Companies

Prior to the Amendments, companies listed on a regulated market subject to disclosure requirements ensuring adequate transparency fell outside the scope of the Regulations. The Amendments extend this exclusion, providing that the Regulations shall also not apply to companies which are indirectly wholly owned by a company that is so listed and subject to such disclosure requirements.

Companies with Solely Natural Person Shareholders No Longer Exempt

Prior to the Amendments, companies having solely natural person shareholders were excluded from the scope of the Regulations, provided none was acting as a trustee or in a fiduciary capacity. The Amendments remove this exclusion. Accordingly, the Regulations now also encompass companies having solely natural person shareholders, subject to the narrower exemption discussed below.

Declarations Upon Incorporation

Clarification: Applicable to SMOs

The Amendments clarify that the Form BO1, to be submitted together with the Memorandum of Association upon incorporation, must also be submitted where any natural person holds the position of senior managing official (SMO).

Additional Information to be Reported

The Amendments add to the list of information to be reported in the declaration. In addition to the information already required, the following must now be reported:

• the place of birth; and
• the name of any person holding shares as nominee, including a reference to such nominee status.

Beneficial Owner Register

Information to be Maintained

The Amendments update the information to be reported and maintained by a company in its Beneficial Owner Register to also include:

• the place of birth of each beneficial owner; and
• the name of any persons holding shares as nominee, including reference to their status as nominee shareholder.

Exemption for Companies Having Solely Natural Person Shareholders

The Amendments provide an exemption for companies which have solely natural person shareholders, provided that:

(i)  no natural person is acting as trustee or in a fiduciary capacity; and

• no other natural person (other than registered shareholders) ultimately owns and controls more than 25% of the voting rights, ownership interests or otherwise exercises control; and
• no natural person holds the position of senior managing official.

Where these conditions are satisfied, the company's register of members shall be deemed to constitute the company's beneficial owners register.

Assessing Conformity & Form BO4 Deadline

All companies have until the 10th of January 2027 to assess whether the exemption set out above applies to them. Where the exemption does not apply, the company must take all steps necessary to ensure conformity with the amended Regulations, including:

• maintaining a register of beneficial owners;
• delivering a Form BO4 to the Registrar for registration; and
• delivering annual notices and declarations of changes to beneficial owners and senior managing officials, or their details, to the Registrar.

Failure to comply, including failure to deliver the Form BO4, by the 10th of January 2027 will result in a penalty of up to EUR 10,000, together with an additional penalty of EUR 500 per day.

Updated BO Forms

The Amendments also introduce a set of updated beneficial owner forms.

Access to Beneficial Owner Information

Rights of Access

The Amendments introduce a comprehensive overhaul of the process by which competent authorities, obliged entities, and third parties with legitimate interest may be granted access to a company's register of beneficial owners.

Competent Authorities – Immediate, Unrestricted Access

The Amendments require access to the beneficial owner register to be made available to competent authorities immediately, unfiltered, without any restriction and without alerting the company concerned.

Obliged Entities – Timely Manner with Potential Supporting Documentation Requirement

Obliged entities (previously ‘subject persons’) continue to benefit from a right to access information in a timely manner. The Amendments, however, reserve the right for the Registrar to require an obliged entity to submit documentation in support of a request for information.

Third Parties with Legitimate Interest

Third parties with legitimate interest in the prevention of money laundering and/or the financing of terrorism are now required to submit a written request to the Registrar.

The request shall include:

(a)  a declaration as to the legal basis of their request;

• the function or occupation of the applicant;
• identifying documentation and other information as may be requested by the Registrar; and where applicable:
• the connection with the specific company whose information is being sought.

What Constitutes Legitimate Interest?

The Amendments provide that legitimate interest shall be satisfactorily demonstrated where the person requesting access is able to show that:

(i)  the interest relates specifically to, and contributes to, the prevention and combating of money laundering and/or terrorist financing; and

(ii) the request is justified on the basis of previous activities and a proven track record of actions in that field, evidenced by documentary proof.

Parties Deemed to Hold Legitimate Interest

The Amendments then set out a list of persons deemed to hold a legitimate interest in accessing beneficial ownership information, including:

• journalists, civil society organisations and NGOs where their activity is connected with the prevention of money laundering or terrorist financing;
• persons likely to enter into a transaction intending to prevent any link between the transaction and money laundering;
• persons subject to AML/CFT requirements that demonstrate the need to access the beneficial ownership information to perform customer due diligence;
• providers of AML/CFT products, provided that products are only offered to customers that are obliged entities or competent authorities.

Refusals & Appeals

Where the Registrar exercises its discretion to refuse access, it must inform the applicant of the refusal, provide reasons, and notify the applicant of the right to redress. A person aggrieved by a refusal may appeal to the Administrative Review Tribunal.

Registrar Obligations: Verifying Identity and Recording Access

The Amendments now require the Registrar to:

• verify the identity of applicants whenever they access the register; and
• maintain records of the persons accessing the beneficial ownership information.

The Right of Beneficial Owners to Access Records of Persons Accessing Beneficial Information

The Registrar must also ensure that it is capable of disclosing the relevant information to a beneficial owner who files a data subject request under the General Data Protection Regulation (GDPR). However, no information shall be disclosed to the beneficial owner of a company where such disclosure may lead to the identification of any person accessing the register for the purposes of journalism, or of any civil society organisation. In such cases, only the occupation or function of the person consulting the register will be disclosed.

Conclusion

The Amendments significantly tighten Malta's beneficial ownership regime in line with AMLD6, broadening both the entities within scope and the information companies must maintain. Notably, companies held solely by natural person shareholders are no longer automatically excluded. A narrower exemption remains, but the shareholding structure alone no longer takes a company outside the Regulations.

The immediate priority is the assessment deadline of the 10th of January 2027. Every company should determine whether the exemption applies and, where it does not, ensure conformity by maintaining a register of beneficial owners, delivering a Form BO4, and keeping annual notices and declarations up to date. With penalties of up to EUR 10,000 plus a further EUR 500 per day, early review is strongly advisable.

Contact Us Today

Companies and obliged entities should review their position against the amended Regulations without delay. For assistance in assessing the exemption, updating registers, preparing the revised BO forms, or navigating the new access procedures, the team at zeta. is available to advise.

For more information on how zeta. can assist you, please contact us at:  bd@zeta-financial.com

This note is provided for general information purposes only and does not constitute legal, tax, or other professional advice. It is not intended to be relied upon as a substitute for specific advice tailored to your circumstances.

While every effort has been made to ensure the accuracy of the information at the time of publication, no representation or warranty (express or implied) is given as to its completeness, accuracy, or reliability, and zeta. accepts no responsibility or liability for any loss or damage arising from reliance on this publication or its contents.

Readers should not act, or refrain from acting, on the basis of this information without obtaining appropriate professional advice.