Important changes have been introduced by virtue of Legal Notice 247 of 2020 amending the Companies Act (Register of Beneficial Owners) (Amendment) Regulations, 2020. These Regulations came into effect on 16th June 2020.
Whenever a declaration containing information on the beneficial owners of a company is submitted to the Malta Business Registry, including any change in the beneficial ownership, a certified true copy of the official identification document of every beneficial owner is also to be submitted to Registrar.
A new obligation has been introduced. On each anniversary of its registration, a company needs to file a return in the form set out in the First Schedule of the Regulations. This 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. In practice one expects to have such a form filed concurrently with the company’s annual return.
Should there be 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, in the form set out in the First Schedule of the Regulations.
When there occurs at any time, any change in details on beneficial owners such as name, country of residence or official identification document number, the company may deliver to the Registrar for registration a return, in the form set out in the First Schedule of the Regulations. When this change involves a change in name or official identification document number, the company shall also submit a certified true copy of the identification document of the beneficial owner.
The Registrar has been given wide and stronger powers in relation to registration matters. The Registrar may in fact:-
- Refuse to register any document of a company if the beneficial ownership information was not submitted or if he is not satisfied that the company has provided accurate and up to date information on all the beneficial owners of the company;
- Restrict new incorporations for directors involved in other Maltese registered companies that failed to submit information on beneficial owners;
- Before registering a new company or return, take such steps and require such information or documentation as he may deem necessary to ascertain the correctness of the beneficial information submitted to him.
Should a company fail to submit information on its beneficial owners in accordance with the Regulations, the Registrar is empowered to commence proceedings which could eventually lead to the striking off of the company with all the assets devolving onto the Government of Malta.
Furthermore, in order to ensure accurate and current information on the beneficial owners, the Registrar is empowered to carry out a physical on-site investigation which cannot be restricted, obstructed or precluded in any manner.
The penalty 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 shall be liable to a penalty of not more than one hundred thousand Euro (€100,000).
Administrative penalties have also been increased to a maximum one time penalty of ten thousand Euro (€10,000) per default apart from a maximum daily penalty of five hundred Euro (€500) per default.
The new forms can be accessed by clicking on this link: https://mbr.mt/promo/official-registry-forms/
The above article is published for general information purposes only and does not constitute legal advice. For queries relating to company law in Malta, contact us here.