The Companies Act (Register of Beneficial Owners) Regulations have recently been amended by virtue of Legal Notice 158 of 2019 (the “Regulations”).
As from 1 January 2020, the information on the beneficial owners of a company held by the Malta Business Registry shall be accessible to any member of the general public. Such access shall include the name, date of birth, country of residence and the extent and nature of the beneficial interest of the beneficial owners of a company.
The responsibility for disclosing beneficial ownership information in terms of the Fifth Anti-Money Laundering Directive, has been shifted. The new Regulations provide that any natural person who has reasonable cause to believe that he or she is a beneficial owner of a company, is now personally responsible for the disclosure of the beneficial ownership information required by the Regulations. In practice, this shifts the responsibility declaring beneficial ownership in terms of the Fifth Anti-Money Laundering Directive on the beneficial owner of a company, given that this was previously a responsibility of the company itself.
However, the amended Regulations do not entirely relieve the company from its responsibility of obtaining such information itself from the shareholders of the company and/or from any natural person, where the company has reasonable cause to believe these people to be beneficial owners.
The new Regulations also prohibit access to information on a beneficial owner of a company, entirely or partially, where such access would expose the beneficial owner to disproportionate risk, risk of fraud, kidnapping, blackmail, extortion, harassment, violence or intimidation, or where the beneficial owner is a minor or otherwise legally incapable. Such restriction is not applicable to credit institutions and financial institutions or to subject persons.
Where the Registrar considers that the beneficial ownership information submitted is not accurate or not up-to-date, it is now entitled to make enquiries with the entity in question.
Such enquiries may include physical on-site investigations at the premises with the aim of establishing the present beneficial ownership.
In case of discrepancies between the beneficial information held in the register of beneficial owners kept by the Registrar and the information which is available to the competent authorities responsible for combatting money laundering and terrorist financing or to subject persons, and consequently the Registrar deems it necessary to update the beneficial ownership information in the register, every officer of the company shall be liable to a penalty of not more than €10,000.
The aforementioned competent authorities are now burdened with the responsibility of reporting any such discrepancies to the Registrar.
After a company is struck off the register, beneficial ownership information will still be available for a subsequent period of 5 years.
