Amendments to the Companies Act (Register of Beneficial Owners) Regulation
Deloitte Malta news alert
23 June 2020
The Companies Act (Register of Beneficial Owners) Regulations (the ‘Principal Regulation’), have been amended by virtue of Legal Notice 247 of 2020, which came into force on 16 June 2020 (the 'Amendment Regulation’).
The below represent the key amendments introduced:
- A certified true copy of the official identification document (ID) of every beneficial owner of a company (the, ‘BO’) must be submitted to the Registrar upon the submission of a declaration containing information of the BO;
- Upon each anniversary of the company’s registration, the company shall file the ‘Annual Confirmation BO Form’, within 42 days after the date to which it is made up, showing any change in details of the BO, or confirming that there has been no change.
- Where there is a change in the senior managing officials, the company shall, within 14 days of the change, deliver to the Registrar the ‘Change in Senior Managing Officials Form’.
- The company may, at any time, deliver to the Registrar a ‘Change in Details of BO/Senior Managing Officials Form’ indicating any changes in details of the BO, accompanied by a certified true copy of the ID of the BO if the said change relates to a change in name or ID number of the BO.
- The penalty imposed on every officer of the company where the Registrar deems it necessary to update the beneficial ownership information in terms of the Principal Regulation has been increased significantly to €100,000.
- The administrative penalties in the Second Schedule of the Principal Regulation have also been increased to a maximum flat penalty of €10,000 and €500 for every day of default.
Furthermore, the powers of the Registrar have been extended. The Amendment Regulation provide that the Registrar may:
- Refuse to register any document of a company if the BO information was not submitted or if the Registrar is not satisfied that the company has provided accurate and up to date information on all the BOs;
- Restrict new incorporations for directors who are involved in other companies that have failed to submit their BO information;
- Carry out physical on-site investigations on the premises in order to verify the accuracy of the BO information;
- Before registering a new company or return, take any steps necessary and/or request information or documentation as deemed necessary to ascertain the correctness of the BO information.
Furthermore, where the company fails to provide the Registrar with the BO information, the Registrar may send a letter to the company informing the company that it has not received the BO information. If the company fails to submit the BO information within 1 month of the letter, the Registrar may publish a notice in the Gazette, and may, within 3 months from the publication, proceed with the striking off of the company from the register. Notwithstanding this, the rights and responsibilities of the directors and officers of the company shall continue to have effect and may be enforced. The process of reinstating the company would require court intervention.
We strongly advise that particular attention is given when setting up or maintaining the BO register to ensure compliance with the obligations to have and disclose accurate and up to date BO information in terms of the Principal Regulation and the Amendment Regulation.
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