Malta has introduced substantial amendments to its beneficial ownership framework through the Companies Act (Register of Beneficial Owners) (Amendment) Regulations, 2026, published as Legal Notice 184 of 2026 and in force since 10 July 2026.
The amendments extend beyond updates to the statutory beneficial ownership forms. They broaden the information companies must collect, strengthen the obligation to identify individuals who exercise control through other means, introduce a simplified approach for certain straightforward ownership structures and establish a more detailed framework governing access to the Register of Beneficial Owners.
The changes form part of Malta’s implementation of the European Union’s updated anti-money laundering framework and transpose provisions of Directive (EU) 2024/1640, commonly referred to as the 6th AMLD.
More detailed beneficial ownership records
Companies must now collect and retain additional information on each beneficial owner.
In addition to the particulars already required, a company’s internal records must include the beneficial owner’s place of birth and residential address. Where shares are held through a nominee shareholder, the identity of the nominee and a reference to that person’s nominee status must also be recorded.
Companies must ensure that their internal beneficial ownership records remain adequate, accurate and up to date.
The prescribed statutory forms have been replaced to reflect these broader information requirements.
Looking beyond the register of members
One of the most important changes is the express obligation on companies to look beyond their registered shareholders.
Companies must take reasonable and appropriate steps to determine whether any natural person, other than a person already disclosed in the register of members or already identified as a beneficial owner, exercises control through any other means. Such control may arise through voting arrangements, shareholders’ agreements, rights to appoint or remove directors or other arrangements capable of conferring effective influence over the company.
Where such a person is identified, the company must treat that individual as a beneficial owner and make the appropriate filing with the Malta Business Registry (“MBR”).
The amendments therefore reinforce a fundamental principle of beneficial ownership regulation: the assessment must focus on who ultimately owns or controls the company in practice, rather than solely on whose name appears in the register of members.
A simplified route for straightforward companies
Not all companies will be subject to the same level of beneficial ownership filing requirements.
The amendments introduce a ‘simplified’ approach for companies with straightforward ownership structures. A company’s register of members may itself be treated as the beneficial owners register where:
- all registered shareholders are natural persons;
- none of those shareholders acts as a trustee or in another fiduciary capacity;
- no person other than a natural person disclosed in the register of members ultimately owns or controls more than 25% of the voting rights or other ownership interests, or exercises control through other means; and
- no natural person is identified as a beneficial owner by virtue of holding the position of senior managing official.
For as long as all these conditions remain satisfied, companies will not be required to submit the statutory notifications relating to beneficial ownership, including notices of changes or annual beneficial ownership confirmations.
This does not, however, remove the need for ongoing monitoring. A change in shareholding, control arrangements or management structure may cause the simplified approach to cease to apply, in which case the ordinary filing requirements will apply.
Existing companies must assess their position
Companies already formed and registered when the amendments came into force should assess, within the six (6) month transitional period ending on 10 January 2027, whether they satisfy the conditions for the simplified approach outlined above.
Where those conditions are satisfied, the company may continue to rely on its register of members as its beneficial owners register and will not be required to file Form BO4 or submit the ordinary beneficial ownership declarations solely as a result of the amendments. It should nevertheless confirm that its structure continues to satisfy the relevant conditions and monitor any subsequent changes.
Where the simplified approach does not apply, the company must submit the newly introduced Form BO4 and thereafter comply with the ordinary beneficial ownership filing obligations.
Failure to comply with this transitional obligation may result in an administrative penalty of €10,000, together with a daily penalty of €500 for as long as the default continues. The guidelines issued by MBR also indicate that penalties may be imposed on the company and its officers, shareholders and beneficial owners who are in default.
Companies should therefore avoid assuming that an existing ownership structure automatically falls within the simplified regime. Each structure should be reviewed in light of the new conditions.
The First Schedule to the principal Regulations has been replaced so that the prescribed forms reflect the new requirements. Companies should therefore ensure that they use the current forms issued by MBR.
Who can access the Register of Beneficial Owners?
The amendments also significantly revise the rules governing access to beneficial ownership information.
Three principal categories of access are introduced:
- Competent authorities and specified national and EU bodies may obtain immediate, direct, unfiltered and free access to the register.
- Obliged entities may access beneficial ownership information for customer due diligence purposes, subject to the payment of a fee linked to the administrative cost of providing the information.
- Other natural or legal persons may obtain limited information where they can demonstrate, or are deemed to have, a legitimate interest connected with preventing or combating money laundering, predicate offences or terrorist financing.
The categories presumed to have a legitimate interest include journalists carrying out relevant investigations, civil society organisations, non-governmental organisations, academia and persons proposing to enter into transactions with legal entities.
Certain public authorities, bodies administering EU funds, public procurement authorities and providers of AML/CFT products may also qualify in the circumstances set out in the Regulations.
Applying on the basis of legitimate interest
Persons with a legitimate interest were already able to apply for access to beneficial ownership information. The amendments refine the applicable procedure by allowing the Registrar to issue an access certificate valid for three years and requiring the holder to confirm annually that the legitimate interest continues to exist.
The holder must also notify the Registrar within three working days of any change causing that interest to cease. Failure to do so may result in a penalty of €5,000 and exclusion from accessing beneficial ownership information for at least three years.
A new regulation 7A also requires the Malta Business Registry to maintain logs of persons who access beneficial ownership information on the basis of legitimate interest. These logs must record the identity of the person accessing the information, the company concerned, the date and time of access and the information consulted.
Refusals, appeals and protections for beneficial owners
The amendments refine the circumstances in which access based on legitimate interest may be refused or revoked, including where the required supporting information has not been provided, legitimate interest has not been established or there are concerns that the information may be used for an improper purpose.
They also introduce a specific appeal mechanism. An applicant may challenge the Registrar’s decision before the Administrative Review Tribunal within twenty days from service of the decision, with a further right of appeal to the Court of Appeal in its inferior jurisdiction.
The amendments also strengthen safeguards for beneficial owners by allowing access to be restricted where disclosure would expose the individual to a disproportionate risk of fraud, kidnapping, blackmail, extortion, harassment, violence or intimidation, or where the beneficial owner is a minor or otherwise legally incapable.
The Register is not a substitute for due diligence
The amendments clarify that obliged entities shall not rely exclusively on the Register of Beneficial Owners to fulfil their customer due diligence obligations. Information obtained from the Register must therefore be considered together with the other verification measures required under the applicable AML/CFT framework.
What should companies do now?
The amendments require companies to take a more active approach to beneficial ownership compliance.
Companies should:
- review their current ownership and control structures;
- determine whether any person exercises control outside the registered shareholding;
- ensure that their internal records are updated to contain all newly required particulars and remain adequate, accurate and up to date;
- assess whether the simplified approach applies;
- identify whether Form BO4 must be filed by 10 January 2027; and
- ensure that all future filings are completed using the updated statutory forms.
At David Zahra & Associates Advocates, we regularly assist companies and shareholders with beneficial ownership assessments, statutory filings and compliance with Malta’s company law and AML/CFT framework.
Should you require guidance on how these amendments affect your company or its filing obligations, our team would be pleased to assist.
