With effect from 10 July 2025, Malta’s companies and commercial partnerships must now adapt to sweeping updates in beneficial‑ownership rules. Legal Notice 127 of 2025 amends the Companies Act (Register of Beneficial Owners) Regulations to transpose the EU’s Sixth Anti‑Money Laundering Directive. Key reforms broaden which entities are covered, overhaul reporting forms, introduce new access powers for law‑enforcement and other legitimate users, and reinforce compliance obligations.
The amendments widen the register’s scope of application. Notably, companies created or continued in Malta through cross‑border merger, conversion or division regimes are now explicitly included. Even certain partnerships gain new obligations: a general partner in a Maltese limited partnership is now treated as a “shareholder” for BO purposes when qualifying as a beneficial owner. more entities must keep BO records and file them with the Malta Business Registry (MBR).
Form fields have also expanded. The term “nationality” in BO declarations is officially made plural, so companies must report all of a beneficial owner’s nationalities if they have more than one. This ensures transparency on multi‑national owners. Otherwise, the core filing rules remain, with directors still being obliged to submit an initial BO form on incorporation (Form BO1) and updated notices on any ownership change, with a required annual confirmation.
A high‑profile change is in Regulation 7, which governs who can see BO data. Under the new rules, any person or body that can demonstrate a legitimate interest in combatting money laundering or terrorism financing may request access to a company’s BO details. This goes beyond the general-public right to basic information (name, birth month/year, nationality, residence country, and stake percentage) – it lets authorised investigators or compliance professionals request deeper information via the MBR.
In practice, a legitimate‑interest applicant must submit a written request to the Registrar of Companies, including certified ID documents and a declaration of the legal basis and purpose of the request (confirming it relates to AML/CFT prevention, detection or prosecution). If approved, the Registrar will provide the owner’s name, birth year, residence, nationality(ies) and the nature/extent of their interest. Access is subject only to a fee covering administrative costs. Importantly, the company itself will not be alerted when such searches are made. Any refusal of an access request must be notified in writing, and the applicant can appeal to court within 20 days.
The amendment replaces the entire schedule of BO forms to capture more detail and improve clarity. All companies must immediately switch to the new forms available on the MBR website; older versions are now invalid. For example, Form BO2 (Change in beneficial owners) adds a new section for when only the extent or nature of an ownership stake changes, streamlining such filings. Annual Confirmation (Reg. 6A) and related forms were similarly updated to require fuller descriptions and to include nationalities where needed.
The overall goal is to enhance transparency and reduce errors. The updated forms prompt companies to give complete information on each BO (including senior managing officials who qualify) and to clearly indicate any partial changes. Companies should be aware that any required BO filings now use these revised forms – a late switch or use of an old form could jeopardize compliance.
The MBR underscores that failure to file BO returns on time – including using the correct updated forms can trigger administrative penalties under the Companies Act. In particular, officers are warned that missing deadlines or providing incomplete information will result in fines for both the company and its officers. Companies should ensure their accounting or legal advisers understand the new requirements and deadlines.
In summary, Legal Notice 127/2025 brings Malta’s BO regime into line with the latest EU standards. It widens the scope of who must file and what they must report, expands access rights for authorised AML/CFT users, and strengthens enforcement by requiring strict use of updated forms.
For any additional information or assistance, please contact us at info@gtg.com.mt
Author: Dr Karl Cauchi