On 10 July 2026, Legal Notice 184 of 2026 introduced the Companies Act (Register of Beneficial Owners) (Amendment) Regulations, 2026, bringing significant changes to Malta’s beneficial ownership framework.
The amendments form part of Malta’s implementation of the European Union’s (“EU”) evolving anti-money laundering framework, including the second transposition phase of Directive (EU) 2024/1640 on the mechanisms to be put in place by Member States for the prevention of money laundering and terrorist financing. The new Regulations entered into force on the date of publication.
The changes affect how beneficial ownership information is identified, maintained and accessed in Malta. They also introduce a new statutory filing, Form BO4, together with a transitional period during which companies must determine whether the new filing requirements apply to them.
For Maltese companies and commercial partnerships, the amendments therefore represent an important compliance development and warrant a review of existing ownership and control structures.
The Evolution of Malta’s Beneficial Ownership Framework
Malta’s beneficial ownership regime requires companies and other relevant commercial structures to identify the natural persons who ultimately own or control them and to maintain appropriate information concerning those individuals.
The framework is intended to promote transparency in corporate structures and support the prevention and detection of money laundering, terrorist financing and related financial crime.
The 2026 amendments further strengthen this approach by placing greater emphasis on the identification of indirect control, the accuracy of beneficial ownership information and the circumstances in which information held by the Malta Business Registry (“MBR”) may be accessed.
For businesses, the practical effect is that beneficial ownership should not be viewed simply as an annual filing exercise. Companies should be able to identify and substantiate the individuals who ultimately own or control the business and ensure that the information held by the MBR remains accurate.
New Requirements for Identifying Beneficial Owners
One of the important developments introduced by the 2026 amendments is the express requirement for companies and other commercial partnerships to take reasonable and proactive steps to verify whether any natural person exercises indirect control over the entity. The MBR has specifically highlighted this requirement in its guidance following the entry into force of the amendments.
This is particularly relevant where a company has a layered or otherwise complex ownership structure.
A review of beneficial ownership should therefore consider not only the registered shareholders, but also whether control may arise through:
- direct or indirect ownership;
- voting rights;
- ownership interests held through other entities;
- fiduciary arrangements;
- contractual or other arrangements capable of conferring control; or
- other means through which a natural person may ultimately exercise control.
The underlying principle is that the legal ownership appearing on the face of the company’s register does not necessarily provide the complete answer to the beneficial ownership analysis.
The Malta beneficial ownership framework therefore requires companies to look through their ownership structure where appropriate and identify the natural person or persons who ultimately exercise ownership or control.
The Introduction of Form BO4
One of the most significant practical changes introduced by Legal Notice 184 of 2026 is the introduction of Form BO4 – Declaration on Beneficial Owners.
The MBR’s official registry forms now expressly list Form BO4 as the declaration on beneficial owners made in terms of Regulation 5(6).
The new filing requirement is subject to a transitional period. Companies falling within its scope are required to assess their beneficial ownership position and submit the relevant Form BO4 by 10 January 2027.
The six-month transitional period is intended to allow affected companies sufficient time to review their ownership and control arrangements and regularise their position.
Importantly, Form BO4 does not apply automatically to every Maltese company.
Which Companies Are Required to Submit Form BO4?
The legislation provides for a simplified position where the prescribed criteria are satisfied.
Broadly, the relevant conditions concern companies where:
- all registered shareholders are natural persons;
- none of those natural persons acts as a trustee or in another fiduciary capacity;
- no natural person who is not already 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 through other means; and
- no natural person holds the position of senior managing official.
Where these conditions are satisfied, the company’s register of members is deemed to constitute its register of beneficial owners for the purposes of the applicable framework.
In such circumstances, the company is not required to make a Form BO4 filing merely because the 2026 amendments have entered into force.
The distinction is important because companies should not approach the new regime on a purely form-driven basis. The first step should be an assessment of the company’s ownership and control structure, followed by a determination of whether the statutory conditions for the simplified treatment are satisfied.
Beneficial Ownership and Indirect Control
The focus on indirect control is particularly relevant for companies forming part of wider corporate groups.
A company may have a straightforward registered shareholder structure while ultimate control is exercised elsewhere in the ownership chain.
For example, where shares in a Maltese company are held by another legal entity, it may be necessary to examine the ownership and control structure of that entity and, where appropriate, continue through the relevant chain until the natural person ultimately exercising ownership or control is identified.
The same consideration may arise where control is established through arrangements other than direct share ownership.
This means that a proper Malta beneficial ownership analysis should be based on the substance of the ownership and control arrangements rather than solely on the information appearing in the immediate register of members.
Companies should therefore retain appropriate supporting information demonstrating how their beneficial ownership position has been established.
Access to Beneficial Ownership Information
The 2026 amendments also establish a more structured framework for access to information contained in the Register of Beneficial Owners.
The revised regime provides, in broad terms, for different categories of access depending on the identity of the applicant and the purpose for which the information is required.
The first category concerns competent authorities and other public bodies exercising relevant statutory functions. Such authorities may access beneficial ownership information in accordance with their legal powers and functions.
The second category concerns obliged entities requiring access for customer due diligence and other purposes connected with the applicable anti-money laundering framework.
The third category concerns natural or legal persons able to establish a legitimate interest connected with the prevention and combatting of money laundering, its predicate offences or terrorist financing.
Access based on legitimate interest is not automatic. A request must be made to the Registrar and the applicant must satisfy the applicable requirements for access. The MBR has confirmed that requests are to be submitted through its designated process.
The decision-making process also provides for a right of appeal where access is refused. The MBR has confirmed that a person aggrieved by a refusal may appeal to the Administrative Review Tribunal within twenty days from service of the decision, with a further appeal available to the Court of Appeal (Inferior Jurisdiction) within the applicable statutory period.
The new framework therefore seeks to balance corporate transparency with appropriate controls over access to beneficial ownership information.
Accuracy and Verification of Beneficial Ownership Information
The amendments also reinforce the importance of maintaining accurate beneficial ownership information.
This is particularly relevant because the MBR’s role is not limited to receiving filings. The revised framework places greater emphasis on the Registrar’s functions in relation to beneficial ownership information and the mechanisms through which such information may be verified and accessed.
For companies, this means that beneficial ownership compliance should be approached as an ongoing corporate governance obligation.
A company should be in a position to explain:
- who its beneficial owners are;
- how those individuals have been identified;
- whether any indirect ownership or control exists;
- whether any fiduciary arrangements are relevant;
- whether the company’s ownership structure has changed; and
- whether the information previously submitted to the MBR remains accurate.
This is particularly important for companies with international shareholders, corporate shareholders or multi-layered ownership arrangements.
Updated Beneficial Ownership Forms
The 2026 amendments have also resulted in changes to the suite of statutory beneficial ownership forms.
The MBR’s current official forms include Form BO1, Form BO2, Form BO3 and the newly introduced Form BO4, together with the relevant forms concerning annual confirmation, changes in senior managing officials and changes in beneficial ownership details.
Companies should therefore ensure that future beneficial ownership filings are made using the applicable current statutory form.
Using an outdated form may result in administrative difficulties or rejection of a filing, particularly where the relevant filing is being made after the entry into force of the amended regime.
Ongoing Beneficial Ownership Obligations
The introduction of Form BO4 should not be regarded as replacing the existing beneficial ownership compliance framework.
Where a company falls within the scope of the new filing requirements, it must continue to comply with the applicable ongoing obligations following the initial filing.
These may include obligations relating to:
- changes in beneficial ownership;
- changes in the senior managing official;
- changes in beneficial ownership details;
- annual confirmation requirements; and
- maintenance of appropriate internal corporate records.
The relevant information should therefore be monitored on an ongoing basis rather than reviewed only when a statutory filing becomes due.
A change in shareholding, ownership structure or control may trigger additional obligations even where the company previously satisfied the conditions for the simplified regime.
What Companies Should Do Before 10 January 2027
Companies affected by the new regime should use the transitional period to establish their position well before the January 2027 deadline.
A practical review should include:
- reviewing the company’s register of members;
- identifying all direct and indirect ownership interests;
- determining whether any natural person exercises control through other means;
- checking whether any shareholder acts in a fiduciary capacity;
- identifying the relevant senior managing official where applicable;
- determining whether the conditions for the simplified regime are satisfied;
- assessing whether Form BO4 must be submitted;
- verifying the accuracy of existing beneficial ownership information; and
- establishing procedures for monitoring future changes.
For companies with more complex ownership structures, this review may require a more detailed legal analysis of the relevant corporate and contractual arrangements.
Consequences of Non-Compliance
The 2026 amendments also strengthen the consequences associated with failures to comply with the applicable beneficial ownership requirements.
The relevant legislation provides for significant administrative penalties, including a €10,000 penalty and a further €500 daily penalty in circumstances where the applicable requirements are not complied with within the prescribed period.
The precise application of the penalties depends on the nature of the default and the persons to whom the relevant statutory obligations apply.
The financial consequences make it important for companies to address the new requirements during the transitional period rather than waiting until the deadline approaches.
Compliance should also be considered from a wider governance perspective. Inaccurate or incomplete beneficial ownership information can create difficulties beyond the filing itself, particularly where the company subsequently undergoes a regulatory, banking, investment or transactional due diligence process.
The Wider EU Regulatory Context
The latest Maltese amendments form part of a broader European development of the anti-money laundering framework.
Directive (EU) 2024/1640, commonly referred to as the Sixth Anti-Money Laundering Directive (“AMLD6”), establishes further requirements concerning national anti-money laundering mechanisms, including beneficial ownership registers and access to beneficial ownership information.
The EU framework places particular emphasis on ensuring that beneficial ownership information is available to the relevant authorities and, where a legitimate interest exists, to appropriate members of the public.
At the same time, the wider EU anti-money laundering package introduces a more harmonised approach to anti-money laundering regulation across Member States.
Malta’s 2026 amendments should therefore be viewed as part of a broader regulatory trajectory towards greater transparency, stronger verification mechanisms and more robust identification of the individuals ultimately controlling legal entities.
Practical Implications for Investors and Businesses
The changes are relevant not only to existing Maltese companies but also to investors considering the acquisition, restructuring or establishment of a Maltese corporate vehicle.
Beneficial ownership analysis should form part of corporate and transactional due diligence, particularly where the relevant structure involves:
- international shareholders;
- holding companies;
- trusts or fiduciary arrangements;
- nominee arrangements;
- multiple layers of corporate ownership; or
- contractual arrangements affecting control.
Investors should also consider the implications of the new framework when establishing a Maltese corporate structure.
A structure that is commercially appropriate must also remain capable of satisfying Malta’s corporate transparency and beneficial ownership requirements throughout its lifecycle.
The Importance of Professional Advice
The application of the new rules may be relatively straightforward for a company with a simple ownership structure. More complex arrangements, however, may require a detailed assessment of both legal ownership and ultimate control. Professional advice can assist companies and investors in:
- determining whether the new Malta beneficial ownership requirements apply;
- assessing whether Form BO4 is required;
- analysing direct and indirect ownership structures;
- identifying persons exercising control through other means;
- reviewing fiduciary and corporate arrangements;
- preparing the relevant beneficial ownership filings;
- reviewing existing information held by the MBR; and
- implementing procedures for ongoing compliance.
A proactive approach can help businesses address the new requirements efficiently while reducing the risk of regulatory or administrative issues.
How Promethean Can Assist You
Promethean advises international investors, shareholders, directors, entrepreneurs and businesses on Maltese corporate, regulatory and compliance matters.
Our services include:
- advising on Malta beneficial ownership rules and requirements;
- assessing whether companies fall within the scope of Form BO4;
- analysing direct and indirect ownership and control structures;
- identifying beneficial owners and senior managing officials;
- preparing and reviewing beneficial ownership declarations and statutory filings;
- assisting with ongoing corporate compliance obligations;
- conducting legal due diligence on Maltese corporate structures; and
- liaising with the Malta Business Registry and other relevant authorities.
Promethean assists clients in navigating Malta’s evolving corporate transparency and regulatory framework, providing practical legal guidance tailored to the ownership structure, activities and circumstances of each business.
For further information regarding Malta beneficial ownership requirements, Form BO4 or the 2026 amendments to Malta’s beneficial ownership regime, please contact us.
