Maltese companies have had to report their beneficial owners to the Registrar since the Companies Act (Register of Beneficial Owners) Regulations came into force on 1 January 2018. In July 2026 the rules behind that filing were rewritten, and one change is unusually friendly: for companies owned simply and directly by individuals, the register of members can now double as the beneficial owners register.
The catch is a deadline that is easy to miss. Every company formed and registered before 10 July 2026 must assess whether the shortcut applies to it, and if it does not, file a fresh beneficial ownership declaration. The six months for that check run from 10 July 2026 to 10 January 2027.
Two legal notices, one correction
Legal Notice 184 of 2026, the Companies Act (Register of Beneficial Owners) (Amendment) Regulations, 2026, was published in Government Gazette No. 21,685 on 10 July 2026 and amends S.L. 386.19. Regulation 1(2) says it transposes Articles 11, 12, 13 and 15 of Directive (EU) 2024/1640, the sixth anti-money laundering directive, as applicable to commercial partnerships formed and registered under the Companies Act. The Malta Business Registry confirmed in an informative note of 13 July that the amendments entered into force on 10 July 2026, describing them as the second transposition phase of that directive.
As first published, the second proviso to regulation 5(3) required every company formed and registered "with effect from 10th July 2026" to assess whether the shortcut applied within six months from its coming into force. Seven weeks later, Legal Notice 226 of 2026, published in Government Gazette No. 21,711 on 28 August 2026, substituted that proviso. It now reads that every company formed and registered before 10 July 2026 shall be required to assess, within six months from that date, whether the first proviso applies to it. The correction matters: the assessment duty is aimed at existing companies, not only at new ones.
The same directive articles were transposed for trusts in September, through Legal Notice 252 of 2026, covered in the trust register update. The company rules are their counterpart for companies registered with the Malta Business Registry.
The shortcut: when the register of members is enough
The new first proviso to regulation 5(3) says that where, and for as long as, all four of the following hold, the company's register of members is deemed to constitute its beneficial owners register:
- all the registered shareholders are natural persons;
- none of them is acting as a trustee or in any other fiduciary capacity;
- no natural person other than those disclosed in the register of members ultimately owns or controls more than 25% of the voting rights or other ownership interests, or otherwise exercises control over the company through other means; and
- no natural person holds the position of senior managing official, the fallback used where no owner can be identified.
A company founded by two individuals who each hold their own shares, with no nominee arrangement, no side agreement and no hidden controller, fits squarely. A company with a corporate shareholder, a trustee shareholder or a nominee does not. The Malta Business Registry summarised the effect in its note: where the four cumulative criteria are met, the beneficial ownership declarations and notices remain inapplicable.
For companies within the shortcut, the regulations switch off several filing routines. Regulation 6 on notifying changes in beneficial ownership now applies only to companies to which the first proviso does not apply, and the new proviso to regulation 6A(1) disapplies the return due on each anniversary of registration, the annual confirmation of beneficial owners, for as long as the shortcut applies. Share transfers are still notified to the Registrar in the ordinary way under article 120(3) of the Companies Act; what falls away is the parallel beneficial ownership paperwork.
The words "for as long as" do real work. If the company later brings in a holding company, a trust or a nominee, the shortcut ends, and the ordinary beneficial ownership filings apply again.
The check due by 10 January 2027
New regulation 5(6) deals with companies that already existed. If the first proviso does not apply to a company formed and registered before that proviso came into force, the company must take all necessary steps to ensure conformity with the regulations and deliver to the Registrar the prescribed form in the First Schedule, which L.N. 184 introduced as Form BO4, the declaration on beneficial owners in terms of regulation 5(6). It must then deliver, as the case may be, the notices and declarations under regulations 6, 6A(3) and 6A(4).
The penalty is set in the Second Schedule, as amended. The item for failure to comply with regulation 5 within six months with effect from 10 July 2026 carries a penalty of up to €10,000, plus up to €500 for every day the default continues. Under regulation 15, the Schedule figures are maximum amounts; the penalty becomes due on the day the default occurs and the daily penalty accrues from the following day. Regulation 5(6) makes the company and every officer, shareholder and beneficial owner in default jointly and severally liable.
In practice, this means every existing company should decide which side of the line it is on:
Simple, directly held companies. If every shareholder is an individual holding for themselves and nobody else controls the company, the register of members is the beneficial owners register. Keep a note of how you reached that conclusion.
Everything else. Holding structures, trustee or nominee shareholdings, and companies where control is exercised through agreements or other means need to file Form BO4 with current information by 10 January 2027.
Structures built around a holding company or a nominee or trustee arrangement will almost always fall in the second group.
What has to be filed now
L.N. 184 also widens the information required. Under the new regulation 3(2), the declaration on beneficial owners delivered on incorporation must include, for each beneficial owner, the name, date of birth, place of birth, nationality or nationalities, country of residence, residential address, an official identification document number with the type of document and country of issue, the name of any person holding shares as nominee with a reference to that status, and the nature and extent of the beneficial interest held. A certified true copy of the official identification document of every beneficial owner must also be submitted.
The company's own records have to match. Regulation 5(1) now requires every company to obtain and hold adequate, accurate and up to date information on its beneficial owners, including name, date of birth, place of birth, nationality, residential address and identification document details, any nominee shareholders, the nature and extent of each beneficial interest, and the effective date on which a person became, or ceased to be, a beneficial owner, or increased or reduced their interest. Regulation 5(2) adds an active duty: the company must take reasonable and appropriate steps to verify whether any natural person outside the register of members exercises control over the company through any means, and treat anyone so identified as a beneficial owner.
The Malta Business Registry added a practical point in its note: the statutory forms were amended to include place of birth and residential address, all companies must use the new forms with immediate effect, and the older versions are no longer valid. The Registry also published user guidelines on the amendments.
For anyone setting up a new company, this changes the document list at the formation stage. Place of birth, residential address and certified ID copies now need to be ready for the declaration delivered together with the memorandum and articles.
Who can see the register
The access rules are the other half of L.N. 184, and they are the reason the directive exists. New regulation 7 creates three tiers.
Authorities, without restriction. Competent authorities, self-regulatory bodies acting as supervisors, the tax authorities, sanctions authorities, AMLA, the European Public Prosecutor's Office, OLAF, and Europol and Eurojust when supporting national authorities get access in an immediate, unfiltered, direct and free manner, and the company is not alerted.
Obliged entities, for due diligence. Banks, advisers and other obliged entities get timely access for customer due diligence, against a fee linked to administrative costs. Regulation 7(3) adds that they shall not rely exclusively on the register, which is one reason your bank will still ask for its own documents.
Persons with a legitimate interest. Anyone who proves a legitimate interest in preventing and combating money laundering, its predicate offences or terrorist financing can see the beneficial owner's name, month and year of birth, country of residence, nationality and the nature and extent of the interest, again for a fee and without the company being alerted. The regulations deem certain groups to have that interest, including journalists and civil society organisations working on money laundering, persons likely to enter into a transaction with the company, and several public authorities. Journalists, civil society organisations and third country counterparts of AML/CFT authorities also get historical ownership information and a description of the control or ownership structure, including for companies dissolved or ceased to exist in the preceding five years.
The procedure is detailed. The Registrar must verify the applicant's identity at each access, respond within 12 working days (extendable in periods of a sudden high number of requests), and on approval issues a certificate granting access for three years. Access can be refused only on listed grounds and can be revoked, with an appeal to the Administrative Review Tribunal within 20 days. Holders of access must confirm their legitimate interest each year and report changes within three working days; failing to report carries a €5,000 penalty and a bar from access for at least three years.
Protections for beneficial owners
Two provisions work in the owner's favour.
Access logs. Under regulation 7A, the Registrar keeps records of who consulted the register under the legitimate interest route and can disclose them when a beneficial owner makes an access request under Article 15(1)(c) of the GDPR. For journalists and civil society organisations, only their occupation or function is disclosed, not their identity.
Exemptions for risk. Regulation 7F allows access by obliged entities and legitimate interest holders to be refused, case by case, where a detailed evaluation shows it would expose the beneficial owner to a disproportionate risk of fraud, kidnapping, blackmail, extortion, harassment, violence or intimidation, or where the owner is a minor or otherwise legally incapable. Decisions can be appealed. The exemption does not apply to notaries, lawyers and other independent legal professionals when they act in the transactions listed in the regulation.
A short action list
Map your ownership chain. For each Maltese company, write down who holds the shares, in what capacity, and whether anyone controls the company in another way.
Decide on the shortcut. If all four conditions hold, record the analysis and keep the register of members accurate. If any condition fails, prepare Form BO4.
Update the data. Collect place of birth, residential address and certified ID copies for each beneficial owner, and the dates on which each person became an owner.
File before 10 January 2027. Penalties of up to €10,000, plus up to €500 a day, can follow a missed deadline, and they can attach to officers, shareholders and beneficial owners as well as the company.
Revisit after any change. A new corporate shareholder, a trust or a nominee ends the shortcut the day it arrives.
For simple, founder-owned companies, the 2026 rules are a genuine reduction in paperwork. For everyone else, they are a reason to look at the beneficial ownership file before the year ends, not after.
Work with Sebastian
If you own or direct a Maltese company and want its beneficial ownership position assessed and any Form BO4 filing prepared before 10 January 2027, book a consultation.
