Identity Malta Agency & the Malta Business Registry would like to inform the general public that as from 3rd February 2020; i) all new applications pertaining to registration of foundations and associations as legal persons in terms of the Second Schedule to the Civil Code; and ii) the submission of information pertaining to the Register of Beneficial Owners in terms of Civil Code (Second Schedule) (Register of Beneficial Owners – Foundations) Regulations and Civil Code (Second Schedule) Register of Beneficial Owners – Associations) Regulations, shall be delivered to the Malta Business Registry, AM Business Centre, Triq il-Labour, Zejtun, ZTN 2401 . The new contact persons are Dr Geraldine Spiteri Lucas and Dr Maria Schembri who can be reached on +356 2258 2300 or by email on foundations.associations@mbr.mt

The Commissioner for Revenue would like to notify that the offices of the International Tax Unit (ITU) will be moving from Attard to AM Business Centre, Triq il-Labour, Zejtun ZTN 2401. This is the same premises occupied by the Malta Business Registry. Due to the move, the offices of the ITU will be closed on the 2nd and 3rd January, 2020. The Commissioner for Revenue would like to apologise for any inconvenience that this may cause. With effect from the 3rd of February, 2020 the unit will be taking over the functions of the Companies Section within the Operations Directorate and will also be providing a front office service in respect of share transfers in lieu of the Capital Transfer Duty Receiving Section within the MBR offices. As a result, the International Tax Unit will be changing its name to International & Corporate Tax Unit (ICTU).

Kindly note that with effect from 27th June 2019, by virtue of  L.N. 137 of 2019 , the Registry of Companies Agency changed its name to Malta Business Registry and therefore all cheques are to be made payable to the Malta Business Registry or MBR.

Kindly note that with effect from 1st July 2019, any payments in relation to the Registry of Companies Agency (ROCA) which are erroneously deposited to the Malta Financial Services Authority’s (MFSA) bank account will no longer be accepted and will be returned by the MFSA to the originator net of any applicable bank charges.  All payments have to be effected to the ROCA’s bank accounts on either: BOV  account with IBAN:  MT09VALL22013000000040025310447   or HSBC  account with IBAN:  MT91MMEB44026000000002173649001 Moreover, any cheques payable to the Malta Financial Services Authority or MFSA will no longer be accepted. Kindly make all cheques payable to the Registry of Companies or ROC.

The Registry of Companies is relocating its offices on 28th June 2019. The new address is: AM Business Centre Triq il-Labour, Zejtun, ZTN 2401 Kindly note that the Registry will be closed on 27th June 2019 from noon onwards.

Company annual accounts may now be filed with the Registry of Companies through the Registry online system. The submission of the accounts which are duly signed and dated as prescribed by the Companies Act may be made by authorised users of the Registry online system, being either directors, the company secretaries or individuals specifically authorised for such purpose in terms of article 82 of the Companies Act, using their electronic signature. The accounts to be submitted, together with any declaration by directors regarding exemptions where applicable*, should be scanned and then uploaded on the appropriate field selected from “Online Filing” in the side menu. *The declaration is to be scanned as the last page of the document

Companies and other commercial partnerships registered in Malta prior to 1st January 2018 are required, in terms of regulation 8 of the Companies Act (Register of Beneficial Owners) Regulations, 2017, to set up their own register of beneficial owners by the end of June 2018. These companies are furthermore required to submit to the Registrar of Companies the first notification / declaration on their beneficial owners as at either (i) the date of the first anniversary of the company’s registration that falls due after 30th June 2018, or, (ii) where there is a change in beneficial owners occurring after 30th June 2018 and before the date of the said anniversary, as at the date of such change. The declaration is to be given by means of Form BO3, which should be delivered to the Registrar as follows: either : (i) within forty two days of the aforesaid anniversary date, or (ii) within fourteen days after the date on which a change in beneficial ownership, as aforesaid, is recorded with the company, as the case may be. Following such first notification to the Registrar of Companies, any subsequent change in the beneficial ownership is to be given by means of Form BO2. Penalties are contemplated for failure to comply with these obligations. The requirements are not applicable to (i) a company which is listed on a regulated market, and (ii) a company whose registered shareholders are exclusively natural persons (not acting in a fiduciary capacity) who are disclosed in the public records at the register of commercial partnerships maintained by the Registrar of Companies.

The attention of company directors and company practitioners is being drawn to the provisions of article 73 of the Companies Act which are applicable also to cases where an amount due by a company to shareholders or third parties, as loans or other credit amount, is capitalised through the allotment of new shares. As regards the expert’s report required in cases of allotment of shares for a consideration other than in cash, sub-article (6) of the said article states that “The report shall be delivered to the Registrar for registration before the company is registered or before the shares are issued, as the case may be; and, in default, the Registrar shall accordingly refuse to register the company or the return of the allotments of the shares so issued, and, in the latter case, the issue shall be considered null and void.”. The Registrar is therefore precluded from registering a notice of allotment of shares (Form H) submitted by a company if the relative expert’s report, as mentioned in sub-regulation (6) of the said article 73, has not been delivered to the Registrar before the date of the allotment of shares indicated in the Form H. This applies to all share allotments for non-cash consideration, including cases of capitalisation of loans. In such cases the Registry of Companies will return the relevant documents to the company.

Attention is drawn to the recently issued Legal Notice regarding information on the beneficial ownership of commercial partnerships. The Companies Act (Register of Beneficial Owners) Regulations, 2017 will come into force on 1st January 2018 and will implement the relevant provisions on beneficial ownership information of Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015. The following important changes should be noted: As from 1 Jan 2018, the documents required for the registration of a new commercial partnership (company or partnership) must include a declaration – Form BO1 – concerning information on the beneficial owners of the proposed commercial partnership as is required by the regulations (unless the commercial partnership is exempt from such requirement in terms of the same regulations). Commercial partnerships shall be required to hold adequate, accurate and current information on their beneficial owner(s) in their own beneficial owners’ register which is to be set up for this purpose. Commercial partnerships registered before the coming into force of these regulations shall comply with these requirements by the end of June 2018. Commercial partnerships will be obliged to submit information on, or changes of, their beneficial owners to the Registrar of Companies in the prescribed manner. The Registrar shall enter the information on beneficial owners in a register of beneficial owners kept for this purpose. Access to this register will be available to eligible persons as from 1 April 2018. A “beneficial owner” is defined by reference to the definition assigned to it under the Prevention of Money Laundering and Funding of Terrorism Regulations. The regulations do not apply to (i) a company which listed on a regulated market, and ii) a company whose registered shareholders are exclusively natural persons who are disclosed in the public records at the register of commercial partnerships maintained by the Registrar of Companies. If in doubt about the new obligations and responsibilities emanating from this legislation, a company and its officers should seek appropriate legal advice.

As from 1st January 2018 the documents to be delivered to the Registry of Companies for the registration of a new company are to include a declaration, in the form prescribed (Form BO1), containing information on the beneficial owners of the company. This declaration is to be signed by two of the proposed directors of the company unless the company will have one director. The information, in respect of each beneficial owner, shall consist of the name, the date of birth, the nationality, the country of residence, an official identification document number indicating the type of document and the country of issue, and the nature and extent of the beneficial interest held. Where a proposed company has no identifiable beneficial owner/s, the Registrar will accept a declaration to this effect, signed as aforesaid. A template of this declaration will be found on the ROC website. A beneficial owner includes any natural person or persons who: (i) ultimately own or control, whether through direct or indirect ownership or control, including, where applicable, through bearer share holdings, more than 25% of the shares or voting rights in that company; or (ii) otherwise exercise control over the management of that company. These requirements do not apply to a company to be constituted where all the registered shareholders are natural persons whose details are disclosed in the Memorandum of Association submitted for the purpose of the registration of the company. Please note that the Registrar shall not accept any documents to register a new company unless the requirements of this regulation have been complied with.

All documents and statutory notices submitted by companies for registration are signed/authenticated by the signature of a director or company secretary of the company. Documents and statutory notices are received by the Registrar of Companies in good faith. The company officer signing is responsible for the content of the document. It is a criminal offence in Malta for a person to give a false declaration or statement in any document intended for any public authority in order to gain any advantage or benefit for himself or others. Any document, certificate, or other particular required to be delivered, given to or served on the Registrar for registration may be relied on by companies as against third parties only after it has been duly published in accordance with subarticle (1)(e) of article 401 of Chapter 386 of the Laws of Malta, unless the company proves that third parties had knowledge thereof in which case the company may rely on any such document, certificate or other particular notwithstanding that it has not yet been so published. Any transactions taking place before the sixteenth day following the publication of any such document, certificate or other particular shall not be relied on as against third parties who prove that it was not possible for them to have had knowledge thereof. Provided that at any time third parties may always rely on any such document, certificate or other particular, even if the publication formalities in relation thereto have not at that time been complied with. Furthermore, as regards the formalities of the appointment of a director or other officer and to his qualification, any irregularity concerning the appointment of a director or other officer of a company raised after the completion of the publication of his appointment shall not be relied upon by the company as against third parties unless the company proves that such parties were aware of the irregularity at the relevant time. Third parties who were not aware of such irregularities at the relevant time may rely on that irregularity as against the company. It is to be noted that the law does not exclude that interested persons may contest in Court the validity or veracity of the information or content provided in documents and statutory notices which have been registered and published in terms of law. The decision of the Court in such a case would be final.