Companies Act (Register of Beneficial Owners) Regulations

On the 20th December 2017, the  Companies Act (Register of Beneficial Owners) Regulations, hereinafter referred to as “the Regulations” were published. The purpose of these Regulations is to implement the relevant provisions on beneficial ownership information of Directive (EU) 2015/849 of the European Parliament, which is applicable to commercial partnerships formed and registered under the Companies Act. These Regulations came into force on 1st January 2018 and apply to all companies registered in accordance with the Companies Act, apart from:

  • Companies listed on a regulated market that are subject to disclosure requirements and equivalent international standards which ensure adequate transparency of ownership information;
  • Individual shareholders, holding shares in their own capacity, having their details disclosed on public records maintained by the Registrar of Companies.

These regulations dictate that upon a formation of a company, apart from submitting the Memorandum and Articles of Association to the Registrar, a declaration, signed by two of the proposed directors of the company (unless the company shall have only one director) must also be presented. The information of the beneficial owners of the company which needs to be disclosed to the Registrar must consist of the name, date of birth, nationality, country of residence, an official identification document number, indication of the type of document and the country of issue and the nature and extent of the beneficial interest held. The Registrar shall refrain from incorporating any companies unless he is satisfied that the requirements of this regulation have been met.

Further to this, every company shall obtain and at all times hold adequate, accurate and up to date information in respect of it’s beneficial owners, including the effective date on which a natural person become, or ceased to be a beneficial owner of the company and also any changes in the percentage of beneficial interest an individual has in the company. This information shall be maintained and kept in a beneficial owner register which needs to be kept at the registered office address of the company.

Any changes in beneficial interest throughout the existence of the company are to be communicated to the Registrar by submission of the form ‘B01’ and the Registrar will be unable to register a notice of transfer of shares, allotment of shares or any other document relating to changes in share capital or voting rights unless this form is submitted.

The information on the beneficial owners held by the Registrar will be accessible to:

  • National competent authorities with designated responsibilities for combating money laundering and terrorist financing;
  • National competent authorities which are responsible of investigating or prosecuting money laundering, associated criminal offences and terrorist financing, or, of tracing, seizing, freezing and confiscating criminal assets, mainly:
    • The Financial Intelligence Analysis Unit;
    • National tax authorities;
    • Any other authority within the meaning assigned to it under the PMLFTR
  • Subject persons in terms of PMLFTR providing services in or from Malta;
  • Any person or organisation that may, upon a written request, demonstrate and justify a legitimate interest, shall be granted access to the name, month and year of birth, nationality, country of residence and extent of beneficial interest in the company.

The authority responsible for conclusively determining who has a legitimate interest in the Registrar of Companies. Every company formed and registered before these regulations came into force, shall submit the information on the beneficial owners to the Registrar within 6 months

In accordance with the requirements of Directive 2015/849 of EU Parliament and Council of 20th May 2015, the register of beneficial owners held by the Registrar shall be interconnected with the system of interconnection of central, commercial and companies registers, composed of the registers of Member States and EEA States via the European Central Platform and the European e-Justice portal serving as the European electronic access point, in terms of Directive 2009/101/EC, as amended by Directive 2012/17/EU.

 

Article by Sarah Martin – ARQ  Head of Corporate & Private Clients

Sarah is the Head of ARQ Group’s Corporate Administration Team & Private Clients Unit. A BA Honours graduate from the University of Malta, Sarah has several years’ experience within the banking, trust and corporate administration field.Strong organisational skills and a meticulous eye for detail are some of her strongest points as is her ability to motivate, train and direct a growing team of administrators.

Sarah also successfully manages an extensive portfolio of clients, acting as their main point of contact. Providing support for all stages in the incorporation and initial structuring phase as well as in other ancillary corporate services related to client banking and on-going corporate secretarial and management functions are all key elements within her role. Her extensive experience in migration issues and relocation programmes helps her to better advise a vast portfolio of private clients who now refer to her as their main point of contact. On a day to day basis Sarah assists a vast portfolio of clients in the process of relocating and handles applications with the relevant authorities.  Sarah also provides support to other departments within the Group to ensure a timely response to client queries and requests.

Sarah is also a member of the Society of Trust and Estate Practitioners  (STEP) And the Investment Migration Council (IMC).