Malta’s Newest BO Form: are you within scope?

Since the introduction of the updated beneficial ownership rules, a key practical question has been whether all companies and other commercial partnerships are now required to submit the Form BO4 (Declaration on Beneficial Owners). The introduction of this form constitutes one of the most notable amendments brought about by Legal Notice 184 of 2026.

Entering into force on 10 July 2026, Legal Notice 184 of 2026 amended the Companies Act (Register of Beneficial Owners) Regulations as part of Malta's phased implementation of Directive (EU) 2024/1640 (AMLD6) and its broader alignment with the EU's 2024 anti-money laundering legislative package.

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The BO4 Form and the 10 January 2027 Deadline

One of the most significant changes introduced by the amended beneficial ownership regime is the introduction of the Form BO4 (Declaration on Beneficial Owners). This new statutory form is specifically aimed at companies whose registered shareholders are all natural persons, but which fail to satisfy one or more of the conditions required to benefit from the simplified beneficial ownership regime. Historically, such entities generally fell outside the filing obligations because their shareholders were natural persons.

In terms of regulation 5(6), companies incorporated before 10 July 2026 that do not qualify for the simplified regime are required to regularise their position and submit Form BO4 within six months of the amendments coming into force (i.e. 10 January 2027).

The submission of the Form BO4 has broader implications than a one-time filing obligation. Once the form is submitted, the company becomes subject to the ongoing beneficial ownership compliance framework, including the obligation to maintain a register of beneficial owners, notify the authorities of any changes to beneficial ownership particulars, and file the annual BO confirmation form.

The consequences of non-compliance are substantial. Failure to submit the Form BO4 within the prescribed six-month period may result in an administrative penalty of €10,000, together with a continuing daily penalty of €500 for as long as the default persists. Liability is imposed jointly and severally on the company, its officers, shareholders, and beneficial owners. Separately, the failure to maintain accurate beneficial ownership records may attract an administrative penalty of €5,000, together with a daily penalty of €100. Companies incorporated on or after 10 July 2026 will be subject to their own six-month assessment period calculated from the date of registration.

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Are you within scope?

Not all companies will be required to file a Form BO4. The first proviso to regulation 5(3) provides a simplified regime under which a company's register of members is deemed to constitute its register of beneficial owners, provided that all of the following conditions are satisfied:

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

The fourth condition may appear counterintuitive at first glance. However, a senior managing official serves as the fallback beneficial owner where no beneficial owner can otherwise be identified. Accordingly, where a company has had to designate a senior managing official as a beneficial owner, it has, by definition, been unable to establish beneficial ownership solely through its register of members and therefore cannot rely on the simplified regime.

Companies that satisfy all four conditions are exempt from the obligation to submit a Form BO4 and are also not required to file notices of changes in beneficial ownership particulars or the annual confirmation form.