The Companies Act (Register of Beneficial Owners) (Amendment) Regulations, 2025

On 9th July 2025, the Companies Act (Register of Beneficial Owners) (Amendment) Regulations, 2025 (the “Regulations”) were published in the Government Gazette as Legal Notice 127 of 2025. The Regulations came into force the day after, on 10th July 2025. These amendments were introduced as part of the transposition of Article 74 of Directive (EU) 2024/1640 (AMLD 6) into Maltese law, which provision deals with the accessibility to beneficial ownership information.

In fact, the changes relate mostly to accessibility and publicity of the BO information, but there have also been some other amendments as illustrated further below.

Access to beneficial ownership information on a company has been made available to any natural or legal person that can demonstrate a legitimate interest in the prevention and combating of money laundering, its predicate offences, or the financing of terrorism, without alerting the company concerned. According to the Malta Business Registry, through a public notice posted on its website on 10th July 2025, any person who think he/she has a legitimate interest to access the register of beneficial owners of companies and other commercial partnerships, may submit a written request by e-mail to accesstobo@mbr.mt.

However, such persons must additionally submit identification details and any other information supported by documents, certified as authentic, identifying the person requesting such information, and must also submit a declaration of the legal basis of their request to confirm that the purpose of the enquiry relates to matters which shall contribute to the prevention, detection and combating of money laundering or the associated predicate offences or the financing of terrorism. The Registrar may nonetheless request further document/s on a case-by-case basis. Guidelines by the Registrar may also be issued for such purpose.

The Registrar may, in the process of verifying the existence of the legitimate interest, consult with other bodies before granting access to the beneficial ownership information. Within a reasonable time (which is not defined in the Regulations), the Registrar must notify the applicant, in writing, of any decisions for having refused the written request.

Any applicant that feels aggrieved by the decision of the Registrar shall have the right to apply for the judicial review of such decision, within twenty (20) working days from receipt thereof, which application for judicial review shall also be notified to the Registrar who shall have twenty (20) working days to respond to such application. A sworn application for judicial review from the decision of the Registrar shall be filed in the Civil Court (Commercial Section) as the competent court authorised to hear applications from the Companies Act (Chapter 386 of The Laws of Malta). In addition, the applicant may avail himself of a right of appeal to the Court of Appeal in its inferior jurisdiction, within twenty (20) working days from the date on which the decision of the Civil Court (Commercial Section) is given. An appeal may be made on any point of law or of fact, by means of a sworn application.

To facilitate access, where a natural or legal person is granted access (after having proven a legitimate interest) to the beneficial ownership information of a company but is not able to use electronic means (because by law, the Registrar of Companies keeps such register in electronic format only), now the Registrar is obliged to provide to such person a print-out of the information held in the register of beneficial owners.

The Registrar must also provide beneficial ownership information to competent authorities in a timely manner and free of charge. The Registrar shall also share information with other bodies outside Malta, that are in charge of the register of beneficial owners, with which Malta has an arrangement, for the purposes of the prevention and combating of money laundering, its predicate offences, or the financing of terrorism.

Interestingly, as an additional safeguard measure to ensure transparency of beneficial ownership, a new proviso has been introduced in that a general partner of a partnership en commandite or limited partnership shall be treated as a ‘shareholder’ where, and for as long as, the general partner in its position as ‘shareholder’ falls under the definition of beneficial owner in accordance with the Prevention of Money Laundering and Funding of Terrorism Regulations.¹

The amendments introduced by L.N. 127 of 2025 made the Regulations also applicable to companies registered in Malta following a cross-border conversion, merger and division in terms of the Cross-border Divisions of Limited Liability Companies Regulations, the Cross-border Conversions of Limited Liability Companies Regulations and the Cross-border Mergers of Limited Liability Companies Regulations.²

Lastly, there have been amendments to the statutory forms to be submitted to the Malta Business Registry contained in the First Schedule of the Regulations. In fact, all companies need to use these new updated forms with immediate effect.

A notable amendment is a requirement to now include all nationalities where more than one nationality is applicable with respect to a beneficial owner. In the above-mentioned public post, the Malta Business registry also clarified that the beneficial owners already disclosed on the register of beneficial owners as retained by the Registrar, must report their other nationalities too if that is the case, in the company’s next filing of the Annual Confirmation BO Form.

Another major amendment was made via a new option in Section A of the Form BO(2) to cater for the scenario where a change consists only of a change to the extent and/or nature of the beneficial ownership.

Disclaimer: The information contained in this article is provided for general informational purposes only and does not constitute legal advice, nor should it be relied upon as such. Readers are strongly advised to seek independent legal counsel for advice specific to their individual circumstances.

¹ Subsidiary Legislation 373.01. 

² Subsidiary Legislation 386.26, 386.27 and 386.28 respectively.