Since 2018, Maltese companies have been required to identify their beneficial owners, maintain accurate and up-to-date information and report the relevant particulars to the Registrar of Companies. Legal Notice 184 of 2026 builds on this framework by strengthening the identification and verification requirements, revising the treatment of companies owned by natural persons and introducing a more structured regime for access to beneficial ownership information.
One of the main changes concerns which companies fall within the Regulations. Previously, a company was excluded where all its registered shareholders were natural persons disclosed in the public records and none acted as trustee or in another fiduciary capacity. That broad exclusion has been removed. Regulation 2 now excludes qualifying listed companies and companies indirectly fully owned by such listed entities. A company owned entirely by natural persons must therefore determine whether it qualifies for the new conditional treatment under regulation 5(3).
The amendments also affect beneficial ownership disclosure at incorporation. Regulation 3 continues to require a principal incorporation-stage declaration, but now such requirement apply “save as otherwise provided” in the Regulations. Such declaration remains necessary where even where no actual beneficial owner can be identified, as the company must instead report its senior managing officials when such circumstance occurs. Further on, when senior managing officials are utilised, the declaration is to be accompanied by a letter explaining the enquiries undertaken and the reasons for identifying those persons.
The amendments also expand the information that companies must provide and maintain. At incorporation, the declaration must now also include each beneficial owner’s place of birth and residential address, together with the name and status of any person holding shares as nominee. These requirements are mirrored in regulation 5, under which companies must maintain adequate, accurate and up-to-date beneficial ownership information. Wherein, such internal records must now also capture place of birth, residential address and details of any nominee shareholders.
Beyond these expanded record-keeping requirements, companies must now expressly look beyond the register of members when identifying beneficial owners. Under regulation 5(2), a company must take reasonable and appropriate steps to determine whether any other natural person exercises control through other means, including through a shareholders’ agreement, voting arrangement or power to appoint or remove most directors.
Where such a person is identified, the company must treat them as a beneficial owner, record the required information and notify the Registrar. If no natural person can be identified after all possible means have been exhausted, the company must use the senior managing official fallback. The fallback is therefore not an alternative to conducting the necessary enquiries, but the final step where those enquiries do not reveal an identifiable owner or controller.
This verification exercise is also central to regulation 5(3). Under that provision, a company’s register of members may serve as its beneficial owners register where four cumulative conditions are met. All registered shareholders must be natural persons; none may act as trustee or in another fiduciary capacity; no natural person outside the register of members may ultimately own or control more than twenty-five per cent of the voting rights or other ownership interests or otherwise exercise control through other means; and no natural person may hold the position of senior managing official.
Importantly, this treatment continues only “for as long as” the conditions remain satisfied. Companies must therefore keep their position under review. A transfer to a corporate shareholder, the creation of a nominee arrangement or the introduction of rights giving another person control may bring the conditional treatment to an end. The company would then need to establish a separate beneficial owners register and comply with the ordinary filing requirements.
Furthermore, companies registered before 10 July 2026 are also subject to a transitional assessment. According to the Malta Business Registry’s guidance, affected companies have six months to determine whether regulation 5(3) applies, making 10 January 2027 the practical deadline.
Additionally, if the regulation 5(3) conditions are satisfied, the register of members may serve as the beneficial owners register. Where they are not, the company must submit a transitional declaration identifying the natural persons who ultimately own or control it, together with the nature and extent of their interests. If no such person can be identified after all possible means have been exhausted, the company must instead report its senior managing officials and attach a letter explaining the enquiries undertaken. This is a one-time transitional declaration, with subsequent changes reported through the ordinary notification procedures.
Once a company’s position under regulation 5(3) has been determined, its ongoing reporting obligations will depend on whether the conditional treatment continues to apply. A company that satisfies the relevant conditions is exempt from the notification requirements under regulation 6. Whereas, when the criteria under regulation 5(3) is not satisfied, the company must notify the Registrar whenever a person becomes or ceases to be a beneficial owner or the nature or extent of an existing beneficial interest changes, generally within fourteen days after the change is recorded.
It must also submit a notice with any filing involving a transfer or transmission of shares, an increase or reduction in issued share capital, a restructuring of share capital or a change in voting rights, indicating whether the transaction affected the company’s beneficial ownership.
Moreover, the annual reporting requirements have been amended in parallel. Companies that do not qualify for the conditional treatment must submit an annual confirmation within forty-two days after each registration anniversary, either confirming that the information held by the Registrar remains unchanged or reporting any updated particulars. The First Schedule has also been replaced, meaning that previous versions of the statutory forms are no longer accepted.
Finally, regulation 7 establishes three access tiers. Competent authorities and specified EU bodies receive immediate, direct, unfiltered and free access. Obliged entities may obtain access for customer due diligence purposes upon payment of an administrative fee, although they may not rely exclusively on the register. Whilst other persons may obtain limited information where they establish, or are deemed to possess, a legitimate interest connected with AML/CFT.
The access framework is accompanied by safeguards concerning applications, access logs, refusal and exceptional restrictions. Persons granted access on the basis of legitimate interest must confirm annually that their interest continues and report its cessation within three working days, being subject to a fine upon non-conformity. Access may also be withheld where disclosure would expose a beneficial owner to disproportionate risks or where the person is a minor or legally incapable.
Overall, the amendments require companies to look beyond formal shareholding and assess the practical reality of ownership and control. Companies and their officers should therefore review their structures, determine whether regulation 5(3) applies and submit the appropriate revised forms within the applicable deadlines.
For any additional information or assistance, please contact us at info@gtg.com.mt
Author: Alesea Azzopardi Spiteri