On 10 July 2026, Legal Notice 184 of 2026, enacting the Companies Act (Register of Beneficial Owners) (Amendment) Regulations, 2026 (the ‘Regulations’) was published. These updated regulations transpose key provisions of EU Directive 2024/1640 into national law and introduce transparency standards, active verification duties, as well as updated statutory forms.

Whether you operate an existing company or are planning to incorporate a new entity in Malta, understanding these updates is critical to ensuring compliance and avoiding substantial penalties.

1. Core Corporate Obligations

Under the revised framework, Maltese companies must adhere to the following key requirements:

• Maintain Detailed BO Records: Companies are required to hold accurate, up-to-date records for all Ultimate Beneficial Owners (UBOs). Required particulars include full names, dates and places of birth, nationalities, residential addresses, official identification details, nominee shareholder status, and precise ownership percentages. Whilst this was already an obligation, it now requires the company to hold additional information for each beneficial owner.
• Active Verification Duty: Companies can no longer rely solely on basic shareholding records but through their directors and personnel, must take active, reasonable steps to determine whether any individual, including someone external from the company, exercises control over the entity through indirect or non-shareholding means, such as through control achieved via shareholder’ agreements or a power of attorney, for example.
• Statutory Filings: Mandatory BO declarations must be submitted upon incorporation (Form BO1), when ownership or structural changes occur (Form BO2/BO3), and during transitional assessments (Form BO4).

2. Does Your Company Qualify for an Exemption?

The Regulations outline specific categories where standard BO filing requirements may be altered or waived:

1. Full Exclusion

Listed companies—or entities indirectly fully owned by a listed entity—that are subject to equivalent international disclosure standards remain completely exempt from filing the statutory forms.

1. The “Deemed Register” Exemption

A company is not required to maintain a separate Beneficial Owners Register in terms of the Companies Act (Cap. 386 of the Laws of Malta) or submit separate BO filings if its standard Register of Members is deemed to serve as its BO register. However, this simplified regime applies only if all four of the following conditions are met:

1. All registered shareholders are natural persons.
2. No shareholder acts as a trustee or in any fiduciary capacity.
3. No external natural person ultimately owns/controls more than 25% of voting rights or ownership interests, or exercises control through other means.
4. No natural person holds the position of a Senior Managing Official designated as the fallback UBO.

One must note that companies qualifying for this simplified exemption are also exempt from submitting annual BO confirmation forms.

3. The 6-Month Transitional Cut-Off Date: 10 January 2027

The most urgent requirement under the new regulations centers on a strict six-month transitional period, whereby existing companies that were registered with the Malta Business Registry before these Regulations entered force are required to review their current structure to determine whether they are exempt or otherwise. In case they do not satisfy the conditions for the exemption, they will be required to submit the newly introduced Form BO4 with the Malta Business Registry by the 10^th of January 2027.

For entities formed on or after the 10^th of July 2026 must also assess whether they meet the criteria for the simplified register exemption within six months of registration and if not, they will also need to file the necessary statutory forms.

4. Substantial Penalties for Non-Compliance

The MBR has reinforced strict financial penalties to ensure compliance across all corporate entities:

• Failure to Submit Form BO4 / Conform within 6 Months: A flat penalty of €10,000, plus an ongoing daily penalty of €500 for every day the default continues. Liability is joint and several across the company, its officers, shareholders, and beneficial owners.
• Failure to Keep Accurate BO Records: A flat fine of €5,000, plus €100 per day until rectified.

5.        Updated Rules on Public Access to Beneficial Ownership Records 

Under the updated Regulations, access to Malta’s Register of Beneficial Owners has movedfrom open public disclosure to a structured three-tiered access framework:

• Tier 1 — Competent Authorities: Law enforcement, tax authorities, AML/CFT regulators, and EU bodies (such as EPPO, OLAF, and Europol) maintain direct, immediate, and free access to BO records without notifying the company in question.
• Tier 2 — Obliged Entities: Banks, financial institutions, lawyers, and corporate service providers can access BO data strictly to conduct Customer Due Diligence (CDD), subject to an administrative fee.
• Tier 3 — Legitimate Interest Applicants: General public access is no longer automatic. Journalists, NGOs, academics, and individuals preparing to enter into a business transaction must submit a formal written application to the Malta Business Registry (MBR) proving a “legitimate interest” linked to combating money laundering or terrorism financing and the MBR will exercise its discretion to provide access or otherwise.

Need Assistance with Your BO Assessment or MBR Filings?

Navigating corporate transparency laws requires careful review of your company’s ownership structure and filing history. Our team is happy to assist you with evaluating your entity’s current corporate structure, determining whether the newly introduced exemption applies to you and ensure full compliance before the 10 January 2027 deadline.

Get in Touch

If you have any questions or require professional guidance regarding these regulatory changes, please reach out to Dr. Dionne Buhagiar from our Legal Unit on [email protected] or Rachel Schembri from our Corporate Services Unit on [email protected].