Malta’s beneficial ownership regime after Legal Notice 184 of 2026

On 10 July 2026, the Companies Act (Register of Beneficial Owners) (Amendment) Regulations, 2026 (Legal Notice 184 of 2026, the “Amendment Regulations”) came into force, amending the Companies Act (Register of Beneficial Owners) Regulations, S.L. 386.19 (the “BO Regulations”). The Amendment Regulations are to be read and construed as one with the BO Regulations.

These amendments give effect to the second transposition phase of the Sixth Anti-Money Laundering Directive, specifically Articles 11, 12, 13 and 15 of Directive (EU) 2024/1640. The first phase was carried out by Legal Notice 127 of 2025, which transposed Article 74 and reopened the register to persons able to demonstrate a legitimate interest. Certain further changes respond to matters raised through the OECD Global Forum.

This note addresses the amendments with the most immediate practical consequences rather than every change. References to “companies” include partnerships en nom collectif and partnerships en commandite or limited partnerships as defined in the BO Regulations. The BO Regulations continue not to apply to a company listed, or indirectly wholly owned by a company listed, on a regulated market subject to disclosure requirements consistent with EU law or equivalent international standards.

Looking beyond the register of members

Regulation 5(2) now requires a company to take reasonable and proactive steps to establish whether any natural person, other than a person disclosed in its register of members or already identified as a beneficial owner, exercises control over the company through other means. Any such person must be identified and notified to the Malta Business Registry (the “MBR”).

It is therefore no longer sufficient to rely on the register of members alone. Shareholders’ agreements, rights to appoint or remove directors, usufructs and pledges carrying voting rights, family arrangements under which one person controls shares registered in the names of others, and shares subject to the community of acquests all merit analysis. A person identified through this exercise is reported in addition to, not instead of, the registered shareholders who qualify as beneficial owners, and the steps taken should be documented so that the company can demonstrate what it did and why.

The simplified regime: the first proviso to regulation 5(3)

Where four cumulative conditions are met, the register of members is deemed to constitute the company’s register of beneficial owners:

1. all the registered shareholders are natural persons;
2. none of them acts as trustee or in any other fiduciary capacity;
3. no natural person other than a person disclosed in the register of members ultimately owns or controls more than 25% of the voting rights or other ownership interests, or otherwise exercises control through other means; and
4. no natural person holds the position of senior managing official.

Condition (d) reads counter-intuitively on first pass. A senior managing official is ordinarily the fallback where no beneficial owner can be identified, so a company that has had to fall back on one has by definition not resolved its ownership through the register of members, and cannot rely on the simplified route.

A company satisfying all four conditions is not required to file notices of change in beneficial ownership details or the annual confirmation.

Form BO4 and the 10 January 2027 deadline

A new statutory Form BO4 (Declaration on Beneficial Owners) is directed at companies whose registered shareholders are all natural persons but which fail any one of conditions (b) to (d). These companies were previously outside the filing obligations precisely because their shareholders were individuals.

Under regulation 5(6), a company formed before 10 July 2026 that does not satisfy the simplified regime must bring itself into conformity and file a statutory Form BO4 within six months. That window closes on 10 January 2027 being a Sunday. This falls immediately after the festive period, therefore the assessment should not be left to the final week. Filing a form BO4 also brings the company within the ongoing regime meaning that the company must maintain a register of beneficial owners, submit notices relating to changes in the beneficial owners’ details as well as the annual confirmation form.

Failure to file within the six-month period attracts hefty penalties: an administrative penalty of €10,000 together with a daily penalty of €500 for as long as the default continues, with the company, its officers, shareholders and beneficial owners jointly and severally liable. Failure to maintain accurate beneficial ownership records carries a separate penalty of €5,000 plus €100 daily. Companies registered on or after 10 July 2026 run their own six-month assessment period from registration.

New particulars, new forms

The register of beneficial owners maintained by the company, and the information notified to the MBR, must now also record the beneficial owner’s place of birth and residential address, together with the name and nominee status of any nominee shareholder. The Schedule to the BO Regulations has been replaced in full. The new statutory forms are on the MBR website and must be used with immediate effect; earlier versions are no longer valid.

Access to the MBR Beneficial Ownership Register

Regulation 7 now clearly sets out who may access the beneficial ownership register held by the MBR, what they may see, and on what conditions, across three tiers.

Public authorities have immediate, unfiltered, direct and free access, without the company being alerted. These include national AML/CFT competent authorities, self-regulatory bodies exercising supervisory functions, tax and sanctions authorities, AMLA, the EPPO, OLAF, and Europol and Eurojust when supporting Member State authorities.

Obliged entities, including subject persons under the PMLFTR, receive timely access for customer due diligence against a cost-based fee, but must not rely exclusively on the register to discharge their obligations.

Persons with a legitimate interest in preventing and combating money laundering, its predicate offences or terrorist financing may access the beneficial owner’s name, month and year of birth, country of residence and nationality, and the nature and extent of the interest held. Access follows a written request supported by certified identification, a declaration of the legal basis for the request, and payment of a fee. The Amendment Regulations introduce presumed categories, including journalists and civil society organisations (academia included) whose work is connected to AML/CFT, persons likely to transact with a legal person, certain AML/CFT-regulated persons, counterpart authorities in third countries, Member State company registries, EU funds and public procurement authorities, and providers of AML/CFT products in limited circumstances. Journalists, civil society organisations and third-country counterpart authorities may in addition obtain historical information and a description of the ownership or control structure, including for companies dissolved in the preceding five years.

New regulations 7A to 7F govern the legitimate interest route, including verification, grounds for refusal, revocation and protective measures in exceptional circumstances. Requests are submitted to the MBR. A decision of the Registrar may be appealed to the Administrative Review Tribunal within 20 days from service of the decision, and a decision of the Tribunal may be appealed to the Court of Appeal (Inferior Jurisdiction) within 20 days from the date of that decision.

Going forward

• Review ownership and control arrangements in substance, not by reference to the register of members alone, and document the exercise.
• Where all shareholders are natural persons, test conditions (a) to (d) and file Form BO4 before 10 January 2027 if any is not met.
• Update the internal register of beneficial owners with place of birth, residential address and nominee particulars.
• Use only the updated statutory forms; earlier versions are no longer valid.
• Where the simplified regime is relied upon, monitor eligibility on an ongoing basis: a single transfer, pledge or fiduciary holding can bring the company back within the filing regime.

Disclaimer: This law report has been compiled by Ganado Advocates, who were not in any way involved as legal advisor for the parties in the judgement being covered in this law report. This report is for informational purposes only and does not contain or convey legal advice. The information contained in this report should not be used or relied upon in regard to any particular facts or circumstances without first obtaining legal advice. This article was first published in ‘The Malta Independent’ on 16/09/2026.