Amendments to Register of Beneficial Owners Regulations

July 03, 2020 | 4 minute read

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Amendments to Companies Act (Register of Beneficial Owners) Regulations, 2017

The Companies Act (Register of Beneficial Owners) Regulations, 2017 (hereinafter referred to as the ‘Regulations’) have been amended, and new obligations have been introduced for company officers.
 
These Regulations do not apply to companies where all shareholders are natural persons.

The new obligations are the following:

  • 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 company shall upon each anniversary of its registration file a return by submitting Form BO – Annual Confirmation (Declaration on Beneficial Owners in terms of Regulation 6A). 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 as from 16th June 2020. Together with the first submission of Form BO – Annual confirmation, a certified true copy of the identification documents of the beneficial owners should be submitted to Registrar;

  • 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, by submitting Form BO – Change in SMO (Declaration on Beneficial Owners in terms of Regulation 6A (3)); and

  • Any change in details on beneficial owners of a company such as a name, country of residence or official identification document number, have to be notified to the registrar by submitting Form BO – Change in Details of BO/SMO to the Registrar (Declaration on Beneficial Owners in terms of Regulation 6A (4)).


The penalties 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 may be liable to a penalty of not more than € 100,000, where deemed fit by the Registry, especially when it comes to providing false or misleading declarations by an officer of the company related to the beneficial ownership of the said company.

The administrative penalties related to the forms that should be submitted (the forms discussed above, Form BO1, Form BO2 and Form BO3) have been updated as below:

 

Regulation Default

 Penalty (€) 

 Daily Penalty (€) 

5(5) Failure to keep a record of beneficial owners

5,000

100

6(5) Failure to provide information to the registrar about a change in beneficial ownership of a company

5,000

100

6A(2) Failure to provide the Registrar with an annual confirmation of details

5,000

100 

6A(3) Failure to provide information to the Registrar about a change in senior managing officials of a company

5,000

100

8(2) Failure to comply with regulation 5 within six months from the coming into force of the regulations

10,000

500

8(5) Failure to provide the Registrar with a declaration containing information on the beneficial owners of the company 

10,000

500


The forms are accessible from https://mbr.mt/promo/official-registry-forms/

Disclaimer: The above is being provided for information purposes only and shall not be taken as professional advice.

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