B 2743
Suppliment tal-Gazzetta tal-Gvern ta’ Malta Nru. 19,924, 20 ta’ Diċembru, 2017
Taqsima  B
____________________________________________________________________B 2743
L.N. 374 of 2017
COMPANIES ACT
(CAP. 386)
Companies Act (Register of Benef icial Owners) Regulations, 2017
IN exercise of the powers conferred by article 425(6) of the
Companies Act, the Minister for Finance has made the following
regulations:-
Citation and 
scope.1. (1) The title of these regulations is the Companies Act
(Register of Beneficial Owners) Regulations, 2017.
(2) The purpose of these regul ations is to implement the
relevant provisions on beneficial ownership information of Dire ctive
(EU) 2015/849 of the European Par liament and of the Council of 20
May 2015 as applicable to commercial partnerships formed and
registered under the Act, and they shall be interpreted and app lied
accordingly.
(3) These regulations shall come into force on the 1st January,
2018 other than the provisions of regulation 7 relating to acce ss to the
register of beneficial owners which shall come into force on 1s t April,
2018. 
In
terpretation 
and 
applicability.2. ( 1) In these regulations, unless the context otherwise
requires –
Cap. 386. "Act" means the Companies Act;
S.L. 373.01."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 th em 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 theCommunity or subject to equivalent international standards
which ensure adequate transpa rency of ownership information;
(b) all the registered shareholders of which are natural
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persons who are disclosed in the public records at the register  of
commercial partnerships maintained by the Registrar of
Companies.
Declaration on 
beneficial 
owners.3. (1) With effect from the date of the coming into force
of these regulations, where a company is to be constituted unde r the
Act, together with the memorandum and articles, if any, deliver ed 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 two o f the
proposed directors of the company unless the company has one
proposed director, containing information in accordance with sub-
regulation (2) on all the benefici al owners of the company.
(2) The information on the beneficial owners of the company
to be provided to the Registrar in accordance with sub-regulati on (1)
shall, in respect of each beneficial owner, consist of the name , the
date of birth, the nationality, the country of residence, an of ficial
identification document number indicating the type of document and
the country of issue, and the nature and extent of the benefici al
interest held.
(3) The Registrar shall not register the memorandum and
articles, if any, delivered to him in accordance with article 7 6 of the
Act unless he is satisfied that the requirements of this regula tion have
been complied with.
S.L. 386.05(4) The provisions of this regulation shall, mutatis mutandis,
apply to companies continued in Malta in terms of the Continuat ion
of Companies Regulations.
Register of 
beneficial owners.4.   Documents required to be delivered to the Registrar under
any of the provisions of these regulations shall not be registe red and
the information on the benefici al owners of every company provi ded
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. 
Company to 
keep record 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 followingparticulars:
(a) the name, the date of birth, the nationality, the
country of residence and an official identification documentnumber indicating the type of document and the country of
issue, of each beneficial owner;
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(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 bene ficial interest in the company .
(2) 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 b e a
beneficial owner, who shall be bound to provide the said inform ation
to the company without delay, and every beneficial owner whoacquires, disposes of, increases or reduces his beneficial inte rest in
the company shall be bound to immediately provide the saidinformation 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 p lace as
may be specified in the Memorandum or Articles of Association o f
the company.
(4) The company shall not enter the name of a new
shareholder or any changes to existing shareholdings in the reg ister of
members unless it has obtained, as may be applicable, information onthe underlying beneficial ownership as required in accordance w ith
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 bene ficial
owner of the company who is in default shall be jointly and sev erally
liable to a penalty, and, for every day during which the defaul t
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 ofthis regulation and the default was not due to any act or omission or
negligence on his part.
Notice of 
change in beneficial owners.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 th e
Registrar a notice, in the form set out in the First Schedule t o 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 oneach of the other beneficial owners and the effective date of c hanges
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made, and the Registrar shall en ter 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 ca pital 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 benefi cial
ownership of the company and providing the information as requi red
under sub-regulation (1).
(3) The Registrar shall not register a notice of transfer,
transmission or allotment of shares or any other document relat ing to
changes in issued share capital or voting rights unless therequirements of sub-regulation (2) have been c omplied 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.
(5) If default is made in complying with the provisions of this
regulation, the company and every officer of the company who is indefault shall be jointly and severally liable to a penalty, and , for every
day during which the default continues, to a further penalty.
Access to 
information on beneficial 
owners.7. (1) The information on the beneficial owners of a
company held by the Registrar in the register of beneficial own ers
shall, in accordance with data protection requirements, be acce ssible
to:
(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, asso ciated
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
S.L. 373.01(v) any other national competent authority within the
meaning assigned to it under the Prevention of Money Laundering
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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 servi ces
in or from Malta, for the purpose of carrying out customer due
diligence in accordance with the said regulations, in a timely manner. 
(2) Any person or organisation that upon a written request can
satisfactorily demonstrate and justify a legitimate interest shall, inaccordance with data protection requirements, be granted access  to
the name, the month and year of birth, the nationality, the cou ntry of
residence and the extent and nat ure of the beneficial interest of the
beneficial owners of a company. 
(3) A legitimate interest to have access to information on the
beneficial owners of a particular company in accordance with su b-
regulation (2) shall be satisfactorily demonstrated if the pers on or
organisation requesting such access can satisfactorily demonstrate
that the interest specifically and solely relates and will cont ribute to
the prevention, detection and co mbating 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 documentar y
evidence.
(4) A legitimate interest shall be conclusively determined by
the Registrar, and for this purpose the Registrar may request
information or seek guidance from or consult with any person orauthority as he may deem necessary.
(5) Access to information on a beneficial owner of a company
under sub-regulations (1)(b) and (2) may not be granted, in ful l or in
part, where in exceptional circumstances to be justified by means of
documentary evidence and to be determined on a case by case bas is,
access to such beneficial owner ship information would expose th e
beneficial owner to the risk of fraud, kidnapping, blackmail, v iolence
or intimidation, or where the beneficial owner is a minor or otherwise
incapable.
S.L. 373.01(6) Subject persons shall not rely exclusively on the register of
beneficial owners to fulfil their customer due diligence obligations interms of the Prevention of Money Laundering and Funding of
Terrorism Regulations.
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(7) 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 informatio n on
beneficial owners accessible to them in terms of this regulatio n to
competent authorities and to Financial Intelligence Units of ot her
Members States of the European Union and third countries.
(8) Access to the information on the beneficial owners of a
company held by the registrar in the register of beneficial own ers
shall be subject to on-line registration and, other than in respect of
such access by the authorities mentioned in sub-regulation (1) (a),
shall be subject to the payment of a fee of five euro (€5) for every
access to the information on the be neficial owners of each company.
Companies 
formed and 
registered before the coming into force of these regulations.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 thecoming into force of these regulations.
(2) If default is made in complying with sub-regulation (1), th e
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 duri ng 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 provis ions of
this regulation and the default was not due to any act or omission ornegligence on his part.
(3) Every company as is mentioned in sub-regulation (1) shall,
on the anniversary of its registration falling due immediately after the
expiry of six months from the coming into force of these regula tions
or where there is any change in the beneficial ownership of thecompany occurring after the expiry of six months from the comin g
into force of these regulations, whichever is the earlier, deliver to the
Registrar a declaration in the form set out in the First Schedule to
these regulations, containing the information mentioned in regu lation
3 on all the beneficial owners of the company, as at the date o f 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 anniver sary
date to which it is made up or wit hin fourteen days after the d ate on
which the change is recorded with the company as the case may b e,
and the Registrar shall enter th e information contained therein in the
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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 eve ry
officer of the company who is in default shall be jointly and s everally
liable to a penalty, and, for every day during which the defaul t
continues, to a further penalty.
Power of the 
Registrar not to 
register documents.9. The Registrar may refuse to register any document of a
company, which is required to be registered under the Act, if he is not
satisfied that the company has provided accurate and up to dateinformation on all the beneficial owners of the company as requ ired
by these regulations.
Applicability to 
partnerships en 
nom collectif and partnerships en commandite  
or limited 
partnerships.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";
(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
representation of the partnership".
Misleading, 
false or deceptive information.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 benefici al
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.
Interconnection 
of the register of beneficial owners.12. (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 he ld by the Registrar in accordan ce with
regulation 4 shall be interconnected with the system of
interconnection of central, commercial and companies registers
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composed of the registers of Member States and EEA States via the
European Central Platform and th e 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 shal l be
available and accessible through the system of interconnection of
registers mentioned in this regulation.
Electronic 
communication.
Cap. 426.13. 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 Reg istrar
may be in such format and by such means, including in electroni c
form and by electronic communication within the meaning of the
Electronic Commerce Act, as the Registrar may deem appropriate.
Administrative 
penalties.14. (1) Where any provision of these regulations provides
for the imposition of a penalty, the amount of such penalty sha ll be
determined by reference to the Second Schedule of these regulat ions,
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 wh ich prescribes that a penalty s hall be
imposed, the second column gives a general description of theinfringement, which description shall not be relied on in interpretingany 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 onwhich the default occurs and the daily default penalty shall be  due for
every day during which the defau lt continues and shall accrue f rom
the day following that on whi ch 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 fromthe 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 impose d
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 theseregulations. 
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Applicability to 
shipping 
companies.S.L. 234.4215. These regulations shall, mutatis mutandis,  apply to private
limited liability companies formed and registered under the Mer chant
Shipping (Shipping Organisations - Private Companies) Regulations.
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FIRST SCHEDULE 
FORMS
(Applicable to companies and to partnerships en nom collectif 
and partnerships en commandite  or limited partnerships)
Companies Act (Register of Beneficial Owners) Regulations, 2017
Declaration on Beneficial Owners in terms of regulation 3
To the Registrar of Companies:
I/We the undersigned being the director/s of ……………………….., a company to be
constituted/continued in Malta* under the Companies Act,  hereby declare that thebeneficial owners of the company are as follows:
……………………….....................…… ……………………….....................……
Director Director
(Name and Surname) (Name and Surname)
Dated this ...............................  day of  ................................. of the year ............................
(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 ow nership interests, including through bearer shares or
through control with other means such as for example exercise of a dominant influence, power to appoint or removethe majority of the board of directors and agreements with other members of the company 
* Delete as necessaryParticulars of Beneficial 
Owner (a)Extent of Beneficial 
Ownership (b)Nature of Beneficial 
Ownership (c)
Name:
Date of Birth:
Nationality:Country of Residence:
Official Identification 
number:
Document type:Country of Issue:
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FORM BO1
Companies Act (Register of Beneficial Owners) Regulations, 2017
Notice on Beneficial Owners in terms of regulation 6
To the Registrar of Companies:
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 confirmsthat:
Date of change in beneficial ownership (if applicable): …………......……………………
……………………………
Director/Secretary
(Name and Surname)
Dated this ............................  day of  ................................ of the year ............................
(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 ow nership interests, including through bearer shares or
through control with other means such as for example exercise o f a dominant influence, power to appoint or remove
the majority of the board of directors and agreements with other members of the company The aforesaid change has resulted in a change in the beneficial  ownership, 
as indicated in Section C below .
The aforesaid change has not had any effect on the beneficial ownership. 
Section B 
A change in the beneficial ownership of the company has occurre d without a
change in the registered shareholders, as indicated in Section C below .
Section CThe beneficial owners of the company are as follows:
Particulars of Beneficial 
Owner (a)Extent of Beneficial 
Ownership (b)Nature of Beneficial 
Ownership (c)
Name:
Date of Birth:
Nationality:Country of Residence:
Official Identification 
number:
Document type:
Country of Issue:
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FORM BO2
Companies Act (Register of Beneficial Owners) Regulations, 2017
Declaration on Beneficial Owne rs in terms of Regulation 8
To the Registrar of Companies:
I/We the undersigned being the director/s of the company
………………………..……………, having registration number  ……................….........
hereby declare that the beneficial owners of the company, as at  the date of the attached
Annual Return / of this form ( delete as applicable ), are as follows:    
……………………………
Director/Secretary(Name and Surname)  
Dated this ............................  day of  .................................... of the year ............................
(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 ow nership interests, including through bearer shares or
through control with other means such as for example exercise of a dominant influence, power to appoint or removethe majority of the board of directors and agreements with other members of the company Particulars of Beneficial 
Owner (a)Extent of Beneficial Ownership (a)Nature of Beneficial Ownership (b)
Name:
Date of Birth:
Nationality:
Country of Residence:
Official Identification 
number:
Document type:Date of Issue:
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SECOND SCHEDULE
PENALTIES
FORM BO3
Regulation Default PenaltyDaily 
Penalty
5(5) Failure to keep record of beneficial owners €1000 €10
6(5)Failure to provide information to the Registrar about a change in the 
beneficial ownership of a company€1000 €10
8(2)Failure to comply with regulation 5 within six months from the 
coming into force of the regulations €1000 €10
8(5)Failure to provide the Registrar with a declaration containing information on the beneficial owners of the company €1000 €10
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Ippubblikat mid-Dipartiment tal-Informazzjoni (doi.gov.mt) — Valletta — Published by the Department of Information (doi.gov.mt) — Valletta
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Prezz /Price
€0.63
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