S.L. 16.18 Art. 2Interpretation. S.L. 373.01. Cap. 373. Cap. 16. Cap. 16 Cap. 373. Cap. 492. Cap. 373.

(1) In these regulations, unless the context otherwise requires:

"administrator" means the person, under whatever designation he may operate, who is designated as such in the deed or statute of the foundation, and who agrees in writing to so act, and when there are changes in such office, shall refer to:

(a) those persons who are designated as such in the relevant notice submitted to the Registrar for Legal Persons, and who agree in writing to so act;

(b) those persons who are designated as such in the resolution appointing the same, and who agree in writing to so act, if, for any reason, the foundation is not registered with the Registrar for Legal Persons; and

(c) where the administrator is a legal organisation, the persons appointed to act as directors of such legal organisation or the equivalent, if designated under any other name, and who agree in writing to so act, (REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS)

and this, for as long as they continue to occupy such office and whether resident in Malta or otherwise and for the avoidance of doubt, in the event that a foundation appoints a liquidator in the process of its winding up, such liquidator shall have the same duties of administrators under these regulations:

Provided that a reference to an administrator of a foundation, with respect to carrying out any act or signing a document, shall be deemed to include any person who is engaged or to whom such function has been delegated in writing by the foundation, the legal organisation or by the relevant administrator or director who shall be deemed to have the authority to delegate such powers in virtue hereof;

"beneficial owner" shall have the same meaning assigned to it under the Prevention of Money Laundering and Funding of Terrorism Regulations, as specifically applicable to foundations and for the purposes of these regulations shall be specifically applicable to the following:

(a) the founder;

(b) the administrator(s);

(c) the protector or members of a supervisory council, if any;

(d) the beneficiaries where identified in the relevant foundation instruments, subject to regulation 4(1)(d), or where the individuals benefiting from the foundation have yet to be determined, the class of persons in whose main interest the foundation is set up or operates; and when the beneficiary is a legal entity, then this term shall also include the ultimate beneficial owner of such legal entity; and

(e) any other natural person exercising ultimate and effective control over the foundation by means of direct or indirect ownership or by other means including any person (other than those already referred to in paragraphs (a) to (d) above) whose consent is to be obtained, or whose direction is binding, in terms of the statute of the foundation or any other instrument in writing, for material actions to be taken within the foundation; and

"beneficial ownership" shall be construed accordingly;

"commercial transactions" means acts of trade and the trading activities and commercial transactions and activities listed in article 31B (Private foundations and trading activities) and article 32A (Public benefit foundations and trading activities) of the Second Schedule;

"Directive" means Directive (EU) 2018/843 of the European Parliament and of the Council of 30 May 2018 amending Directive

(EU) 2015/849 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing and amending Directives 2009/138/EC and 2013/36/EU;

"director" means the administrator of any type of legal organisation under whatever name such office may be designated in any relevant special law:

Provided that any reference to a director of a legal organisation with respect to carrying out any act or signing a document, shall be deemed to include any person who is engaged or to whom such function has been delegated in writing by the foundation, the legal organisation or by the relevant administrator or director who shall be deemed to have the authority to delegate such powers in virtue hereof;

"foundation" means an organisation consisting of a universality of things, constituted in writing, including by means of a will, by a founder or founders whereby assets are destined either:

(a) for the fulfilment of a specified purpose; and, or

(b) for the benefit of a named person or class of persons, and which are entrusted to the administration of a designated person or persons, and this, irrespective of whether or not it is registered with the Registrar for Legal Persons in terms of the Second Schedule or of any applicable regulations;

"Financial Intelligence Analysis Unit" means the Unit established under the Prevention of Money Laundering Act;

"material actions" means the following actions or any other actions achieving the same result:

(a) the amendment of the statute;

(b) the addition or removal of any beneficiary, or any person from a class of beneficiaries or any action affecting the entitlement of a beneficiary;

(c) the appointment or removal of administrators or protectors or members of the supervisory council;

(d) the acceptance of new founders;

(e) the continuation of the foundation in another country;

(f) the assignment or transfer of all or the majority of (REGISTER OF BENEFICIAL OWNERS – FOUNDATIONS)

the assets of the foundation; or

(g) the termination or revocation of the foundation;

"Minister" means the Minister responsible for the registration of limited liability companies and commercial partnerships.

"private foundation" means a foundation which is established for the private interest or benefit of a named person or a class of persons who are natural persons. For the avoidance of doubt, the term "private foundation" shall have the meaning herein attributed to it and not the meaning attributed to it in the Second Schedule;

"Register of Legal Persons" means the main register administered by the Registrar for Legal Persons under the Second Schedule.

"Register of Beneficial Owners" means the "Register of Beneficial Owners - Foundations" established and maintained by the Registrar for Legal Persons in terms of these regulations;

"register of beneficial owners" means the register of beneficiaries and other persons kept by the foundation in terms of these regulations;

"Second Schedule" means the Second Schedule to the Civil

Code;

"special law'' means an Act of Parliament or a part of the Civil

Code which regulates foundations;

"subject person" means a subject person in terms of the

Prevention of Money Laundering Act and applicable regulations;

"transparent foundation" means a foundation which has been established and operates under the principle of transparency as a result of the provisions of its statute or applicable law and shall be deemed to include the following:

(a) foundations established exclusively for:

(i) the achievement of a social purpose and, or for a public benefit; or

(ii) the carrying on of any lawful activity on a non-profit making basis; or

(iii) the exclusive benefit of public interest beneficiaries whether enrolled as a voluntary organisation under the Voluntary

Organisations Act or otherwise;

(b) foundations which are set up for a lawful purpose being the pursuance or implementation of commercial transactions;

(c) any private foundation which is registered in the Register of Legal Persons where all the beneficiaries are natural persons, who are not mandatories or trustees or acting in any other fiduciary capacity, and who are designated as such in the statute or amendments thereto in accordance with the requirements of the Second Schedule and whose details are disclosed in the public records in the Register of Legal Persons maintained by the Registrar for Legal Persons pursuant to an unconditional waiver of confidentiality regulated by sub-article

(3) of article 31C of the Second Schedule or under a provision of applicable law; and

(d) any foundation where the beneficiaries or any of them are legal organisations, provided that for the purposes of regulation 10, applications for access to information relating to beneficiaries who are natural persons, who are not mandatories or trustees or acting in any other fiduciary capacity, shall be made in accordance with sub-regulation (3) thereof.

(2) Unless otherwise stated or the context otherwise requires, terms and expressions used in these regulations shall have the same meaning attributed to them in the Second Schedule, any relevant special law, the Prevention of Money Laundering Act and regulations made thereunder and in the Directive, as the context may require.