By means of LN 158 of 2019, the Government of Malta has on the 12th July 2019, published amendments to the Companies Act (Register of Beneficial Owners) Regulations. The amendments seek to transpose into Maltese Law, certain provisions of the Fifth EU Anti-Money Laundering Directive (5AMLD).
The amendments now place a burden on beneficial owners to provide information to Maltese companies in which they hold a beneficial interest. Natural persons, who have reasonable cause to believe that they are beneficial owners of a company, are required to provide the information to the company without the need for the company to request this information from them. In view of this, penalties applicable to beneficial owners have also been extended to cases where they fail to voluntarily provide the information to the company. Prior to the amendments, penalties were only applicable where beneficial owners did not provide the information when requested by the company.
The 5AMLD now obliges EU member states to make the information on the beneficial ownership of companies freely accessible to the general public. The Regulations now provide that members of the general public are to have access to beneficial ownership of information of companies but only to the name, the month and year of birth, the nationality and the country of residence of the beneficial owner as well as the nature and extent of the beneficial interest held. This specific amendment will come into force on the 1st January2020, while the other amendments came into force on the 12th July 2019. Access to beneficial ownership information may not be granted where it can be shown, that such access would expose the beneficial owner to disproportionate risk, including risk of fraud, kidnapping, blackmail, extortion, harassment, violence or intimidation or where the beneficial owner is a minor or otherwise legally incapable. Access to beneficial ownership information cannot be restricted to credit and financial institutions or to subject persons, as defined in the Prevention of Money Laundering and Funding of Terrorism Regulations.
The amendments also grant the Malta Business Registry (MBR) a new power which will entitle them (including through on-site inspections) to establish the current beneficial ownership of a company if they have reasonable cause to believe that the beneficial ownership information submitted to them is not accurate or up to date. In terms of the amendments, national competent authorities with designated responsibilities to combat money laundering and terrorist financing and subject persons are required to report to the MBR any discrepancies they find between the beneficial ownership information available to them and the beneficial ownership held in the register of beneficial owners held by the said MBR. Until such discrepancies are resolved, the MBR may make reference to such discrepancies in the register of beneficial owners. Should the Registrar determine the need to update the information on the beneficial owners of the company following any such enquiry or report, each officer of the company shall be liable to a penalty not exceeding Eur10,000.
The amendments also provide that once a company has been struck off the register, the information on the beneficial ownership of that company will remain available on the register and on the interconnected system of Registries for a period of five years from the date of striking off of that company.