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.

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