Amendments to Malta’s Beneficial Ownership Framework: legislation now in force
The Malta Business Registry (the “MBR”) has announced the entry into force of amendments to the Companies Act (Register of Beneficial Owners) Regulations (Subsidiary Legislation 386.19) with effect from the 10th of July 2026, by virtue of Legal Notice 184 of 2026. The scope of these amendments, as set out in Article 1(2), is to transpose various articles of the EU Directive 2024/1640 of the European Parliament and of the Council of 31 May 2024. Thus, these amendments form part of Malta’s continued implementation of the European Union’s anti-money laundering framework and represent the second transposition phase of certain provisions of the Sixth Anti-Money Laundering Directive.
The amendments are aimed at strengthening transparency whilst balancing the protection of personal data relating to beneficial owners. Moreover, they are focused on the implementation of “domestically driven” enhancements, whilst also aligning Malta’s beneficial ownership regime with evolving EU requirements aimed at improving the prevention and detection of money laundering, predicate offences and terrorist financing.
Introduction of the legitimate interest test
Natural or legal persons are now permitted to obtain specific access to the beneficial ownership records held by the Registrar, where they can demonstrate a ‘legitimate interest’. A natural or legal person is deemed to have legitimate interest if that same interest is connected to or contributes to the prevention and combating of money laundering, its predicate offences and terrorist financing.
For greater legal certainty, a list of natural or legal persons who are deemed to have a legitimate interest to access beneficial ownership information is also provided, this includes:
- Persons acting for the purpose of journalism, reporting or any other form of expression in the media, where such activity is connected with the prevention or combating of money laundering, its predicate offences or terrorist financing, and;
- Member State authorities responsible for the registration partnerships and, or responsible for implementing national company law.
Requirements for access requests
Those who seek to gain access through their legitimate interest must first submit a written request to the Registrar.
These requests need to be accompanied by:
- Identification details of the applicant;
- Any relevant qualifications, credentials or supporting documentation;
- Information demonstrating the applicant’s legitimate interest; and
- A declaration identifying the legal basis of the request and confirming that the purpose of the enquiry relates to the prevention and combating of money laundering, predicate offences or terrorist financing.
Such requests are to be submitted directly to the Registrar through the following email address: accesstobo@mbr.mt.
Enhanced powers of the registrar
The amendments reinforce the Registrar's role in safeguarding beneficial ownership information and determining who may access such information.
In doing so, the Registrar now has authority to:
- Review and assess the legal basis of access requests;
- Request further supporting documentation;
- Verify the legitimacy of the applicant's interest;
- Refuse requests that do not satisfy the statutory requirements; and
- Issue guidance on the operation of the access framework.
The above powers of the Registrar were included in order to ensure that access is granted only where justified and consistent with the objectives of anti-money laundering and counter-terrorist financing legislation. Nevertheless, a response is to provided to the applicant within 12 working days.
Should the Registrar grant access, a certificate will be issued authorising access for a period of three years. The Legal Notice also makes it clear that the grounds upon which access may be refused are exhaustively listed and include, among others, situations where the applicant has failed to provide the required information or documentation, or where a legitimate interest has not been adequately demonstrated.
Additionally, the Registrar is required to verify the identity of applicants each time they access the register. Individuals granted access must also confirm on an annual basis that their legitimate interest continues to subsist. Failure to notify the Registrar when such legitimate interest ceases may result in the imposition of penalties.
New appeal rights
Nevertheless, while the Registrar now exercises discretion when determining whether access should be granted, applicants whose requests for access to beneficial ownership information are refused are entitled to challenge such decisions. In such cases, the Registrar must inform the applicant of the reasons for the refusal and of their right to seek redress.
Any decision refusing access must be communicated to the applicant in writing. Where the applicant is dissatisfied with the decision, an appeal may be filed before the Administrative Review Tribunal within twenty (20) days from the date on which the decision is notified.
If the aggrieved party remain unsatisfied, even with the decision of the Administration Review Tribunal, a further appeal may subsequently be brought before the Court of Appeal (Inferior Jurisdiction) within twenty (20) days from the Tribunal's decision.
Thus, this two-tiered appeal process provides increased transparency and procedural certainty for applicants seeking access to information.
Introduction of the BO4 form and amendments to the existing BO forms
Another noteworthy development introduced by the amendments concerns the enhanced obligations imposed on companies and other commercial partnerships in identifying and reporting beneficial ownership information. The legislation now expressly requires that reasonable and proactive measures are taken to determine whether any natural person exercises indirect ownership or control over the entity.
To support this objective, a new Form BO4 has been introduced and must be filed by companies whose registered shareholders are all natural persons, unless they satisfy a number of cumulative conditions prescribed by the amendments. These conditions essentially apply to straightforward ownership structures where all shareholders are natural persons acting in their own capacity, no undisclosed individual exercises ownership or control exceeding 25%, and no person qualifies as a senior managing official. In such cases, the company’s register of members will be deemed to constitute its beneficial owners register, removing the need for separate beneficial ownership declarations or notices.
The amendments also provide a six-month transitional period for affected entities to review their ownership structures and submit Form BO4 where required. Furthermore, the statutory beneficial ownership forms (namely the Forms BO1, BO2, BO3, Annual Confirmation BO Form, Change in SMO Form, Change in details of BO/SMO) have been updated to require additional information, including the beneficial owner’s place of birth and residential address.
