Informative Note – Entry into force of legislation

The Malta Business Registry (MBR) hereby informs the public that the following Companies Act (Register of Beneficial Owners) (Amendment) Regulations, 2026 (the "amending Regulations") have entered into force on the 10th July 2026 by virtue of Legal Notice 184 of 2026 amending the Companies Act (Register of Beneficial Owners) Regulations (S.L 386.19) (the "principal Regulations").

The main aim of these changes reflect the second transposition phase of the Sixth Anti-Money Laundering Directive, specifically Articles 11, 12, 13 and 15 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.

It is important to highlight the amendments to regulation 7 of the principal Regulations, which introduce three distinct access tiers to the Register of Beneficial Owners. One of these tiers establishes a harmonised “legitimate interest” access through the introduction of presumed legitimate interest categories. Thus, individuals who demonstrate a legitimate interest in combating money laundering, predicate offenses, or terrorist financing will receive specific access to the beneficial ownership records held by the Registrar. Such persons are required to submit a request in writing accompanied by the respective identification details, any information and/or qualification requirements or credentials. This is to be further accompanied by a declaration of the legal basis supporting such request, confirming that the purpose of the enquiry relates to matters which shall contribute towards the prevention and combatting of money laundering, its predicate offences or financing of terrorism. The Registrar shall have the legal power to demand any such document as may be deemed necessary. Guidelines may also be published for this purpose.

A decision by the Registrar on such a request shall be communicated in writing to the respective applicant in case that the request is refused. Any applicant who is aggrieved by such a decision may appeal to the Administrative Review Tribunal from such a decision within twenty (20) days from service of the said decision. Any party aggrieved by a decision of the Administrative Review Tribunal may in turn appeal such decision within twenty (20) days from the date of the decision to the Court of Appeal (Inferior Jurisdiction).

Any request for access to the Register of Beneficial Owners shall be made by submitting a request to accesstobo@mbr.mt.

Furthermore, as a home-grown procedure, companies and other commercial partnerships are explicitly mandated to take reasonable, proactive steps to verify whether any natural person exercises indirect control over the company and other commercial partnerships. The legislative amendments introduce a new BO4 form for companies and other commercial partnerships whose registered shareholders are all natural persons and do not satisfy the below listed criteria outlined in (b) to (d) of the first proviso to regulation 5(3) in terms of regulation 4 of the amending Regulations. To facilitate compliance, the amendments provide for a six (6) month transitional window, during which the affected companies and other commercial partnerships shall assess their setup, ensure conformity, and submit this newly created Form BO4 (Declaration on Beneficial Owners) to the Registrar, where required.

The said first proviso to regulation 5(3) provides for the below cumulative criteria to streamline compliance for straightforward corporate setups and thus where:

(a) all the registered shareholders of a company are natural persons; and

(b) none of the said natural persons is acting as trustee or in any other fiduciary capacity; and

(c) no natural person, other than any natural person who is disclosed in the company’s register of members, ultimately owns or controls, whether through ownership or control, more than twenty five percent (25%) of the voting rights or other ownership interests in the company, or otherwise exercises control over the company through other means; and

(d) no natural person holds the position of a senior managing official,

then the company’s register of members shall be deemed to constitute the company’s beneficial owners register and thus the BO declarations and/or notices shall remain inapplicable.

The legislative changes also cater for amendments to the statutory forms to include “place of birth” and “residential address” of the beneficial owner/s found in the Schedule thereto in order to enhance the reporting of beneficial owners to the Registrar. The new forms can be found online by accessing Official Registry Forms and all companies need to use these new amended forms with immediate effect. The older version of the forms will not be valid.

The respective users may refer to the published USER GUIDELINES which serve as an aid for the resulting legislative amendments from this Legal Notice.

Dr Geraldine Spiteri Lucas

Registrar & CEO