ΕλληνικάA six month transitional period closes in January. It reaches a category of Maltese company that until now filed nothing at all.
On 10 July 2026 Malta published Legal Notice 184 of 2026, amending the Companies Act (Register of Beneficial Owners) Regulations. The amendments took effect on the day of publication and opened a transitional period of six months. For every company registered in Malta before that date, the period closes on 10 January 2027. Companies registered on or after 10 July 2026 have six months from their own date of registration.
The change belongs to the next stage of the European anti money laundering framework. Malta is transposing the beneficial ownership transparency provisions of Directive (EU) 2024/1640, and the Legal Notice is the instrument by which the Companies Act regulations are brought into line. The practical effect, however, has little to do with the architecture of the Directive. It is that a category of Maltese company which until now filed nothing at all may be obliged to make a declaration before the middle of January, and that the penalty for not doing so falls on individuals as well as on the company.
The companies that previously filed nothing
Under the regulations as they stood, a Maltese company whose shareholders were all natural persons was not required to keep a separate register of beneficial owners. Its register of members was treated as sufficient, on the straightforward logic that the people on the register were the people who owned the company. A great many Maltese holding and trading companies have operated on that basis for years and have never made a beneficial ownership filing of any kind.
That exemption survives, but it has been narrowed into a simplified regime that applies only where four conditions are satisfied at the same time. All registered shareholders must be natural persons. None of them may act as a trustee or in any other fiduciary capacity. No natural person outside the register of members may own or control more than twenty five per cent of the voting rights or other ownership interests, or exercise control over the company by other means. And no natural person may hold the position of senior managing official. A company that satisfies all four continues to file nothing, and its register of members is still deemed to be its register of beneficial owners. A company that fails any one of them must file the new Form BO4.
Where the conditions break
The conditions are drafted to catch arrangements in which the register of members does not tell the whole story, and it is worth being concrete about what that means, because the arrangements in question are ordinary rather than exotic.
A shareholder who holds for someone else fails the second condition, whether the holding is described as a nominee arrangement, a fiduciary holding or a declaration of trust, and whether or not the arrangement was documented in Malta. Shares subject to a usufruct can fail it, because the registered holder and the person entitled to the economic benefit are not the same person. Shares pledged in a way that transfers the voting rights to the pledgee can fail the third condition, since control has moved to someone who does not appear on the register. A shareholders’ agreement that gives a minority holder the right to appoint or remove directors, or a veto over the matters that actually decide how the company is run, can amount to control by other means. So, in some structures, can a matrimonial property regime under which shares registered in one spouse’s name belong to both.
The fourth condition is different in kind, and it is the one most often missed. Where no natural person is identifiable as a beneficial owner through ownership or through control, the regulations require the senior managing official to be identified instead. A company that has to fall back on that position is by definition outside the simplified regime, and must file.
The amendments also impose a positive duty. A company is expected to take reasonable and proactive steps to establish whether any natural person controls it through means other than shareholding, and to notify the Registry of what it finds. It is not enough to look at the register of members and conclude that nothing has changed.
New particulars, and forms that are no longer valid
The information to be held and reported has been extended. Beneficial ownership records and notifications to the Malta Business Registry must now include each beneficial owner’s place of birth and residential address, and, where shares are held through a nominee, the nominee’s name and nominee status. The schedule of statutory forms has been replaced in full, and forms in the earlier format are no longer accepted. That matters for any filing prepared before July and not yet submitted.
Filing Form BO4 is also not the end of the obligation. A company that files it remains within the ordinary reporting regime, which means notifying changes as they occur and submitting the annual confirmation.
Who can see the register
Access is now tiered, and the tiers matter to clients who assumed that beneficial ownership data sat with the authorities alone. Competent, tax and public authorities have immediate, direct and free access, and the company is not told that its record has been consulted. Obliged entities, meaning the banks, lawyers, accountants and corporate service providers who carry customer due diligence duties, may be granted access against a cost based fee, and may not treat the register as a substitute for their own verification. A third tier is open to any person who can demonstrate a legitimate interest in combating money laundering, its predicate offences or terrorist financing. Access at that level is not automatic and is granted by the Registrar on a written request, but it exists, and the information released includes the beneficial owner’s name, month and year of birth, country of residence, nationality, and the nature and extent of the interest held.
The penalty, and who pays it
Failure to file Form BO4 within the period attracts an administrative penalty of ten thousand euro, together with five hundred euro for every day the default continues. The liability is joint and several, and it extends beyond the company to its officers, its shareholders and its beneficial owners. A separate and lower penalty applies to the failure to keep accurate beneficial ownership records. The structure of the sanction is the part worth drawing to a client’s attention. A daily penalty imposed on a joint and several basis does not sit quietly with a dormant Maltese company and wait to be discovered. It attaches to the individuals behind the company, including individuals resident elsewhere who may regard a Maltese entity as a minor part of their affairs.
What should be done before January
The work is an ownership review rather than a filing exercise, and for most companies it is short. The question for each Maltese company is whether all four conditions are satisfied today, and answering it requires looking past the register of members to the documents that sit behind it: any declaration of trust or nominee arrangement, any shareholders’ agreement, any pledge of shares, any usufruct, and any instrument under which a person who is not a registered shareholder can appoint a director or block a decision. Where all four conditions hold, the conclusion should be recorded and kept, because the conditions must be satisfied continuously and a company that drifts out of the simplified regime acquires a filing obligation at that moment. Where any condition fails, Form BO4 should be prepared on the current statutory form, with the additional particulars, and filed before 10 January 2027.
Groups holding more than one Maltese entity should expect different answers for different companies within the same structure, because the test applies company by company. In our experience the entity most likely to fail the test is not the trading company but the quiet intermediate holding company whose shares are registered in the name of an individual under an arrangement made years earlier and never revisited since.
OIKONOMAKIS LAW advises companies and private clients on Maltese corporate and beneficial ownership compliance, on the review of holding structures, and on the preparation and filing of statutory forms with the Malta Business Registry. For a review of a Maltese company before the January deadline, write to leads@oikonomakislaw.com or telephone [MALTA FIXED LINE TO BE INSERTED].
OIKONOMAKIS LAW / Christos Oikonomakis, European Lawyer registered in Malta
This publication provides general legal and regulatory information and does not constitute legal advice on any individual matter. The position should be verified in relation to the specific facts and jurisdiction concerned.
Source register
Prepared under the source register rule: every public legal claim in the article above traces to a row below. Accessed 15 October 2026.
S1. Legal Notice 184 of 2026, amending the Companies Act (Register of Beneficial Owners) Regulations, S.L. 386.19. In force 10 July 2026. Primary instrument.
S2. Directive (EU) 2024/1640 of the European Parliament and of the Council (sixth anti money laundering directive), beneficial ownership transparency provisions.
S3. PwC Malta, “Malta’s beneficial ownership rules have changed”. https://www.pwc.com/mt/en/publications/tax-legal/maltas-beneficial-ownership-rules-have-changed.html
S4. BDO Malta, “Malta’s New Beneficial Ownership Rules”. https://www.bdo.com.mt/en-gb/insights/aml-and-compliance/malta-new-beneficial-ownership-rules
S5. Camilleri Preziosi Advocates, “Updates to the Companies Act (Register of Beneficial Owners) Regulations”, 22 July 2026. https://camilleripreziosi.com/news/updates-to-the-companies-act-register-of-beneficial-owners-regulations/
S6. “Malta’s Beneficial Ownership Regime After Legal Notice 184 of 2026”, Mondaq. https://www.mondaq.com/corporate-governance/1852208/maltas-beneficial-ownership-regime-after-legal-notice-184-of-2026
S7. Sheltons Malta, “Malta Beneficial Ownership: New Rules for Companies”. https://www.sheltonsmalta.com/malta-beneficial-ownership-regulations/