Malta Register of Beneficial Ownership of Companies

The beneficial ownership regime for companies is grounded in the Companies Act (Cap. 386) and the related Beneficial Ownership Regulations. It is administered by the Malta Business Registry (MBR).

The regime applies exclusively to legal persons incorporated as companies in Malta. It does not govern trusts, foundations or other fiduciary arrangements. Those are subject to separate reporting frameworks under distinct legislation.

The objective of the corporate register is transparency of ownership and control in legal entities, ensuring that natural persons who ultimately benefit from or control the company are identified.

As a matter of principle, the register focuses on equity ownership and control mechanisms, not fiduciary roles.

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Under Maltese law, a beneficial owner in the context of a company is:

• A natural person who ultimately owns or controls 25% or more of the shares;
• A natural person who holds 25% or more of the voting rights;
• A natural person who exercises control by other means; or
• Where no such individual is identified, the senior managing official.

Importantly, only natural persons can be registered as beneficial owners. Corporate shareholders cannot be recorded as beneficial owners in their own right. Where a corporate shareholder exists, ownership must be traced until the ultimate natural person is identified.

This differs fundamentally from the trust regime, where identification focuses on the settlor, trustee, protector and beneficiaries rather than equity ownership thresholds.

Beneficial ownership analysis for companies often requires tracing through:

• Direct shareholdings;
• Foreign holding companies;
• Multi-tier group structures;
• Nominee arrangements;
• Shareholder agreements conferring control rights.

Where a Malta company is owned by another company, the shareholding must be analysed layer by layer until the ultimate natural persons holding 25% or more are identified.

Where no individual meets the 25% threshold, but a person exercises control through voting arrangements, contractual rights or other mechanisms, that person may still qualify as a beneficial owner.

Where ownership is dispersed and no person qualifies under the threshold or control test, the company’s senior managing officials must be registered.

Upon incorporation, a Malta company must file beneficial ownership information with the Malta Business Registry.

The filing typically includes:

• Full name of the beneficial owner;
• Date of birth;
• Nationality;
• Country of residence;
• Identification details;
• Nature and extent of ownership or control.

Corporate service providers often coordinate the filing process, but the legal responsibility remains with the company’s directors.

The information must be accurate, complete and reflective of the actual ownership position at the time of filing.

The beneficial ownership register is not static. Malta companies are legally required to update beneficial ownership information within 14 days of any change.

Trigger events include:

• Share transfers;
• Changes in voting rights;
• Introduction of new holding entities;
• Amendments to shareholder agreements affecting control;
• Corporate restructurings;
• Changes in senior managing officials (where applicable).

Additionally, beneficial ownership information is reconfirmed as part of annual return processes.

Failure to update within the statutory timeframe may result in administrative penalties and operational restrictions.

Access to beneficial ownership information has evolved following developments at EU level and related judicial decisions.

Currently, access to the corporate beneficial ownership register is not fully public in unrestricted form. Regulatory authorities, financial institutions performing due diligence, and persons demonstrating legitimate interest may access certain information subject to legal parameters.

This access framework applies specifically to corporate beneficial ownership registers and must be distinguished from the access regime applicable to trust registers.

Non-compliance with corporate beneficial ownership obligations may result in:

• Administrative penalties;
• Daily default fines;
• Restrictions on registry filings;
• Reputational consequences;
• Increased scrutiny from financial institutions.

Directors bear responsibility for ensuring compliance. The obligation is not delegated simply because a corporate service provider is engaged.

In practice, beneficial ownership non-compliance can disrupt corporate operations, especially where filings are blocked or banks request updated confirmations.

Our Corporate and Compliance team assists with:

• Beneficial ownership tracing across multi-jurisdiction structures;
• Governance structuring aligned with transparency requirements;
• Filing and update coordination with the Malta Business Registry;
• Ongoing compliance monitoring;
• Cross-border structuring reviews;
• Coordination where companies are trust-owned.

We approach beneficial ownership compliance as a governance discipline rather than a filing formality.