The Companies Act (Register of Beneficial Owners) Regulations, 2017 (the “Regulations”) have come into force thereby implementing the relevant provisions on beneficial ownership information of Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015. Further to the publication of the Regulations on the 20th December 2017, Malta-registered companies are required to maintain a register of their ultimate beneficial owners, with effect from 1st January 2018. The Regulations apply to all commercial partnerships, including limited liability companies, with the exception of companies listed on a regulated market and companies the direct shareholders of which are all natural persons.
Further to the publication of the Regulations on the 20th December 2017, Malta-registered companies are required to maintain a register of their ultimate beneficial owners
Moreover, the Malta Registry of Companies will be maintaining its own register of beneficial owners which will be accessible with effect from the 1st April, 2018 (subject to certain limitations) by relevant competent authorities and persons subject to obligations relating to the prevention and detection of money laundering and combatting of financing of terrorism. A legitimate interest in the information they seek to access must be demonstrated in order for access to be granted.
Existing companies have been allowed a six-month grace period, expiring on the 30th June 2018, within which to comply with their obligation of maintaining a ‘beneficial owners register’ and to thereafter start complying with new filing requirements. Accordingly, the annual return prepared as at the anniversary of a company’s registration must be filed together with a declaration listing information on the company’s beneficial owners, i.e., any natural persons having direct or indirect ownership of 25% plus 1 or more of the shares or more than 25% of the voting rights or other ownership interests of the company.
Any changes in the beneficial ownership of a company must also be notified to the Malta Registry of Companies within 14 days of the recording of the change with the Company
Moreover in order for new companies to be registered or re-domiciled in Malta, a statutory form to be signed by at least two of the company’s proposed directors (unless the company is to have only one director) identifying the particulars of each ultimate beneficial owner of the company and clearly indicating the nature and extent of the beneficial interest held by each ultimate beneficial owner must be submitted with the Memorandum and Articles of Association of the Company. This statutory requirement will also apply in the case of registration of any change in shareholding through a transfer, transmission, increase, or reduction of shares or other restructuring of share capital or changes of voting rights. Any changes in the beneficial ownership of a company, even if they do not result in any of the above-mentioned notifiable changes, must also be notified to the Malta Registry of Companies within 14 days of the recording of the change with the Company.
Failure to abide by the obligations in the Regulations may attract joint and several liability of the Company and its officers, and in certain case also its shareholders and beneficial owners, for lump sum penalties for default coupled with daily penalties for so long as the default continues.