S.L. 386.19 Art. 5Company to keep recordofbeneficial owners. 

(1) Every company shall obtain and at all times hold adequate, accurate and up to date information in respect of its beneficial owners, which shall at least include the following particulars:

(a) the name, date of birth, place of birth, nationality or nationalities, residential address, and an official identification document number indicating the type of document and country of issue for each beneficial owner;

(b) the names of any persons holding shares as nominees, including reference to their status as nominee shareholders;

(c) the nature and extent of the beneficial interest held by each beneficial owner and any changes thereto; (REGISTER OF BENEFICIAL OWNERS)

and

(d) the effective date on which a natural person became, or ceased to be, a beneficial owner of the company or has increased or reduced his beneficial interest in the company.

(2) Any natural person who has reasonable cause to believe to be a beneficial owner of a company shall be bound to provide the information required under sub-regulation (1) to the company without delay. The company shall take reasonable and appropriate steps to verify whether any natural person, other than any natural person who is disclosed in the company’s register of members or is already identified by the company as a beneficial owner, exercises control over the company through any means. Any natural person who is so identified as exercising control over the company shall be treated by the company as being a beneficial owner for the purposes of these regulations, and the company shall deliver to the Registrar in respect of any such natural person the declaration referred to in regulation 6(1) or the notice referred to in regulation 6A(3), as the case may be.

Without prejudice to the aforesaid, the company shall obtain the information required under sub-regulation (1) from the shareholders of the company and, or from any natural person whom it has reasonable cause to believe to be a beneficial owner, who shall be bound to provide the said information to the company without delay, and every beneficial owner who acquires, disposes of, increases or reduces his beneficial interest in the company shall be bound to immediately provide the said information to the company.

(3) The information referred to in sub-regulation (1) shall be entered and held by the company in a beneficial owners register to be kept at the registered office of the company or at such other place in Malta as may be specified in the Memorandum or Articles of Association of the company:

Provided that where and for as long as:

(a) all the registered shareholders of a company are natural persons;

(b) none of the said natural persons are acting as trustees or in any other fiduciary capacity;

(c) no natural person, other than any natural person who is disclosed in the company’s register of members, ultimately owns or controls, whether through ownership or control, more than twenty-five percent (25%) of the voting rights or other ownership interests in the company, or otherwise exercises control over the company through other means; and

(d) no natural person holds the position of a senior managing official, then the company’s register of members shall be deemed to constitute the company’s beneficial owners register as required pursuant to the provisions of these regulations:

Provided further that every company formed and registered before the 10th July 2026 shall be required to assess, within six (6) months from such date, whether the first proviso shall be applicable thereto.

(4) The company shall not enter the name of a new shareholder or any changes to existing shareholdings in the register of members unless it has obtained, as may be applicable, information on the underlying beneficial ownership as required in accordance with sub-regulation (1) of this regulation.

(5) If default is made in complying with the provisions of this regulation, the company and every officer, shareholder and beneficial owner of the company who is in default shall be jointly and severally liable to a penalty, and, for every day during which the default continues, to a further penalty:

Provided that an officer of the company shall not be liable if he had exercised all due diligence to comply with the provisions of this regulation and the default was not due to any act or omission or negligence on his part.

(6) If the first proviso to sub-regulation (3) does not apply to a company which was formed and registered prior to the coming into force of the said proviso, such company shall take all necessary steps to ensure conformity with these regulations and shall deliver to the Registrar for registration, the prescribed form established in the First Schedule and shall thereafter, as the case may be, deliver to the Registrar any notice or declaration in respect of such company referred to in regulations 6, 6A(3) and 6A(4). If default is made in complying with the provisions of this sub-regulation, the company and every officer, shareholder and beneficial owner of the company who is in default shall be jointly and severally liable to a penalty and, for every day during which the default subsists, to a further penalty in accordance with the Second Schedule. (REGISTER OF BENEFICIAL OWNERS)

in 6. (1) Where there is a change in the beneficial ownership of a company, to which the first proviso to regulation 5(3)

 does not apply, the company shall, within fourteen days after the date



on which the change is recorded with the company, deliver to the

Registrar a notice, in the form set out in the First Schedule to these regulations, of the change, providing the information required under regulation 3 on any new beneficial owner, updated information including on the nature and extent of the beneficial interest held on each of the other beneficial owners and the effective date of changes made, and the Registrar shall enter the said changes in the register of beneficial owners.

(2) In the case of a company to which the first proviso to regulation 5(3) does not apply, where a notice of transfer or transmission of shares is delivered to the Registrar for registration in accordance with article 120(3) of the Act or where there is an increase or reduction of the issued share capital or a restructuring of a company’s share capital or changes in the voting rights, the company shall, together with the said notice or other documents as applicable, also deliver to the Registrar a notice in the form set out in the First Schedule to these regulations, indicating whether or not there has been a change in the beneficial ownership of the company and providing the information as required under sub-regulation (1) where applicable.

(3) The Registrar shall not register a notice of transfer, transmission or allotment of shares or any other document relating to changes in issued share capital or voting rights unless the requirements of sub-regulation (2) have been complied with.

(4) The notices of changes in beneficial ownership referred to in sub-regulations (1) and (2), duly completed, shall be signed by at least one director of the company or the company secretary and a certified true copy of the official identification document for every beneficial owner shall also be submitted to the Registrar.

(5) If default is made in complying with the provisions of this regulation, the company and every officer of the company who is in default shall be jointly and severally liable to a penalty, and, for every day during which the default continues, to a further penalty.