The Malta Companies Act and Beneficial Ownership Disclosure Obligations

In an era marked by increasing regulatory scrutiny and the global push for transparency, Malta has strengthened its legal framework governing beneficial ownership (BO) disclosures under the Companies Act and associated regulations. These obligations play a pivotal role in combatting money laundering and the financing of terrorism, ensuring that the true natural persons behind corporate structures—Ultimate Beneficial Owners (UBOs) are properly identified, documented, and disclosed.

This article explores the comprehensive obligations placed on companies under Maltese law, the responsibilities of company officers, the process of disclosing UBOs, public access to BO data, penalties for non-compliance, and the latest regulatory updates introduced by the Malta Business Registry (MBR), including those related to dual or multiple nationalities.

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Definition of a Beneficial Owner

The definition of a beneficial owner in terms of the Financial Intelligence Analysis Unit (FIAU) Implementing Procedures provides guidance on who qualifies as UBO outlining three distinct categories, applicable to body corporates, trusts or other legal entities such as foundations or legal arrangements similar to trusts.

(a) Body corporates

(i) The beneficial owner is the natural person/s who ultimately own/owns or control/controls that body corporate or body of persons through the direct or indirect ownership of a sufficient percentage of shares, voting rights or ownership interest.

Direct ownership or control of the body corporate or body of persons means:

• direct ownership of 25% plus one (1) or more of the shares (including bearer shares);
• direct ownership of more than 25% of the voting rights; or
• a direct holding of an ownership interest of more than 25%.

Indirect ownership or control of the body corporate or body of persons means:

• indirect ownership of 25% plus one (1) or more of the shares (including bearer shares); or
• indirect ownership of more than 25% of the voting rights; or
• an indirect holding of an ownership interest of more than 25%.

(ii) A natural person(s) who exercise(s) control via other means.

(iii) The natural person(s) holding the position of senior managing official(s) – if, after having exhausted all possible means, no beneficial owner as defined under paragraphs (i) and (ii) above is identified.

(b) Trusts: The following are considered to be beneficial owners:

(i) settlor;

(ii) trustee(s);

(iii) protector (where applicable);

(iv) beneficiaries, or where the individuals benefiting from the trust have yet to be determined, the class of persons in whose main interest the trust is set up or operates; and

(v) any other natural person exercising ultimate control over the trust by means of direct or indirect ownership or by other means.

(c) Other types of legal entities (such as a foundation) or legal arrangements similar to a trust, which administers and distributes funds Natural person(s) holding equivalent or similar positions to those referred to in (b) above.

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Corporate Duty to Identify and Maintain Accurate UBO Records

Under the Malta Companies Act and supporting BO Regulations, all companies and legal entities are required to identify any natural person who ultimately owns or controls more than 25% of the company. These individuals are known as Ultimate Beneficial Owners (UBOs). Companies must obtain and verify accurate information on each UBO, including:

• Full name
• Date of birth
• Nationality/ies
• Country of residence
• Nature and extent of the beneficial interest
• Identification documentation

Furthermore, companies must maintain an internal BO register at the company’s registered office and promptly update the register whenever changes in beneficial ownership occur.

This obligation is ongoing and extends beyond initial incorporation, requiring companies to remain vigilant in monitoring changes in ownership and control.

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Mandatory Filing with the Malta Business Registry (MBR)

In addition to internal recordkeeping, companies are legally required to file BO information with the MBR, the authority responsible for maintaining the Register of Beneficial Owners.

Filing must be done:

• At the time of incorporation
• Within 14 days of any change to beneficial ownership including change in the extent and/or nature of beneficial interest
• Annually, through submission of a BO Confirmation Form, verifying that BO data is accurate and up to date

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Recent Regulatory Developments: Dual Nationality Disclosure

One of the most notable recent developments in Malta’s beneficial ownership (BO) framework is the introduction of a mandatory requirement for the disclosure of all nationalities held by beneficial owners. This measure aims to improve the accuracy and transparency of BO information, eliminating ambiguities that could impede effective anti-money laundering (AML) enforcement.

To this end, new statutory forms have been introduced, requiring companies to report all nationalities of each beneficial owner. This update addresses previous shortcomings—where only a single nationality may have been declared—and brings Malta’s regulatory framework into closer alignment with EU AML directives and FATF recommendations.

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Key implications:

• All companies must review and update their existing BO filings as necessary
• The disclosure of all nationalities for beneficial owners already recorded in the Register of Beneficial Owners must be updated accordingly in the company’s next submission of the Annual BO Confirmation Form.
• Only the new statutory forms are accepted by the MBR, older versions are no longer valid.
• Filing incorrect or incomplete BO information (e.g., omitting a nationality) is now a compliance failure.

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Penalties for Non-Compliance or False Declarations

Non-compliance with BO obligations is met with strict enforcement by the MBR and can result in severe consequences, including:

• Administrative fines, including daily penalties until compliance is achieved
• Criminal liability for directors or company officers who knowingly submit false or misleading declarations
• Public warnings and publication of non-compliance notices

Additionally, the MBR is empowered to request documentation to verify UBO data and conduct inspections.

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Transparency, Public Access, and Exceptions to Disclosure

In line with EU directives and the principles of financial transparency, certain elements of BO data are accessible to authorities or entities with a legitimate interest for AML/CFT purposes. This allows subject persons and regulators to verify who is behind a corporate entity, contributing to Malta’s integrity as a financial centre.

Information accessible to the public:

• Full name
• Month and year of birth
• Nationality/ies
• Country of residence
• Nature and extent of the beneficial interest

However, exceptions exist to protect individual rights and safety:

• Minors are generally exempt from public disclosure
• Disclosure can be restricted in cases where there is a demonstrable risk of fraud, kidnapping, violence, or other serious threats
• Requests for access restrictions must be submitted to the MBR with supporting documentation

As part of its continued commitment to strengthening data security and promoting responsible access to corporate information the MBR has noted that as from 1st August 2025, access to the Company Search functionality on the BAROS portal to search for and retrieve company information will require user authentication through one of the following login methods:

• Malta Government CORP Account
• Malta e-ID
• eIDAS (EU electronic identification)
• Non-EU Login

This balance between transparency and privacy remains a critical issue under ongoing review both locally and at the EU level.

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Final Thoughts: Staying Ahead in a Transparent Corporate Landscape

The enhanced beneficial ownership disclosure obligations under the Malta Companies Act are a reflection of the country’s commitment to international AML/CFT standards and the broader push for corporate transparency. The recent changes, especially those addressing dual nationality, demonstrate Malta’s proactive approach in closing potential loopholes and aligning with EU expectations.

To stay compliant, companies must:

• Maintain accurate and current BO records
• Ensure timely and complete filings with the MBR using the updated statutory forms
• Be prepared for regulatory audits and proactive in addressing any discrepancies

Ultimately, failure to comply not only results in legal and financial penalties but also risks reputational damage, a growing concern in a business world that increasingly prioritises ethical and transparent governance.

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Zampa Partners provides corporate services through Zampa Partners Corporate Services Limited which is authorised to act as a Company Service Provider by the Malta Financial Services Authority