Written by Changes to the Companies Act (Register of Beneficial Owners) Regulations, 2017 (hereinafter referred to as the ‘Regulations’) will become effective following the entry into force of Legal Notice 247 of 2020. This notice is being brought to the attention of all company officers and provides an overview of the regulatory changes being introduced.
When submitting a declaration containing information on the beneficial owners of a company, a certified true copy of the official identification document for every beneficial owner is to be submitted to Registrar. Similarly, upon submitting a notice of change in the beneficial ownership of a company, apart from being duly completed and signed by at least one director of the company or the company secretary, a certified true copy of the official identification document for every beneficial owner shall also be submitted to Registrar.
A new obligation is being introduced whereby a company shall upon each anniversary of its registration file a return in the form set out in the First Schedule of the Regulations. The return is to show any change in the details on beneficial owners such as name, country of residence or official identification document number, or confirm that no change in details took place. Upon completion, the return is to be signed by at least one director of the company or the company secretary and delivered to the Registrar for registration within forty-two days after the date to which it is made up. This applies with immediate effect.
In the eventuality of a change in the senior managing officials of a company, the said company shall, within fourteen days after the date on which the change is recorded with the company, deliver to the Registrar a notice of the change, in the form set out in the First Schedule of the Regulations.
When there occurs at any time, any change in details on beneficial owners such as name, country of residence or official identification document number, the company may deliver to the Registrar for registration a return, in the form set out in the First Schedule of the Regulations. When this change involves a change in name or official identification document number, the company shall also submit a certified true copy of the identification document of the beneficial owner.
The powers of the Registrar in matters concerning registration matters have been widened. The Regulations provide that the Registrar may:
- Refuse to register any document of a company if the beneficial ownership information was not submitted or if he is not satisfied that the company has provided accurate and up to date information on all the beneficial owners of the company;
- Restrict new incorporations for directors involved in other Maltese registered companies that failed to submit information on beneficial owners;
- Before registering a new company or return, take such steps and require such information or documentation as he may deem necessary to ascertain the correctness of the beneficial information submitted to him
In order to ensure accurate and current information, the Registrar initiated physical on-site investigation in order to establish the current beneficial ownership and to verify that the beneficial ownership information submitted to him in respect of a commercial partnership is accurate and up to date. This right given to the Registrar shall not be restricted, obstructed or precluded in any manner.
The penalty imposed by the Regulations with respect to incidents whereby the Registrar deems it necessary to update the beneficial ownership information in the register in terms of the Regulations, is being increased and every officer of the company shall be liable to a penalty of not more than one hundred thousand euro (€100,000).
The administrative penalties have also been increased as per below schedule:
| Regulation | Default | Penalty | Daily Penalty |
|---|---|---|---|
| 5(5) | Failure to keep record of beneficial owners | Euro 5,000 | Euro 100 |
| 6(5) | Failure to provide information to the Registrar about a change in beneficial ownership of a company | Euro 5,000 | Euro 100 |
| 6A(2) | Failure to provide the Registrar with an annual confirmation of details | Euro 5,000 | Euro 100 |
| 6A(3) | Failure to provide information to the Registrar about a change in senior managing officials of a company | Euro 5,000 | Euro 100 |
| 8(2) | Failure to comply with regulation 5 within six months from the coming into force of the regulations | Euro 10,000 | Euro 500 |
| 8(5) | Failure to provide the Registrar with a declaration containing information on the beneficial owners of the company | Euro 10,000 | Euro 500 |
The new forms can be accessible from https://mbr.mt/promo/official-registry-forms/
Companies can start using the new forms immediately.
As from 1st July 2020 only the new forms will be accepted.
Any queries can be sent by email to legal.enforcement@mbr.mt
Joseph Farrugia
Registrar of Companies
16th June 2020