The 2020 Amendment Regulations introduce changes to the Regulations which, inter alia, seek to provide further investigative powers to the Registrar of Companies (the “Registrar”), introduce an annual filing requirement with immediate effect and implement certain suggestions made by the industry.
Whilst previously the Regulations imposed no obligation for the filing of supporting documentation in respect of a beneficial owner, the 2020 Amendment Regulations provide that a certified true copy of an official identification document for every beneficial owner (such as a passport or identity card) shall also be submitted to the Registrar with the relative forms.
The 2020 Amendment Regulations introduce Regulation 6A, which provides that upon each anniversary from its date of registration, every Maltese company is to file a return (a template of which is attached to the 2020 Amendment Regulations) with the MBR either confirming that no change in the details of beneficial ownership which had been submitted took place or identifying any change in such details, including name, country of residence and official identification document number. Such a return may be signed by any one director of the company or the company secretary and is to be filed within 42 days from the company’s anniversary date. Regulation 6A(3) further provides that where there is a change in the senior managing officials listed by the company (in the absence of an identifiable beneficial owner), the company is obliged to submit a notice of such change to the MBR within fourteen days from the effective date of the change. Companies which fail to abide by the above obligations will be subject to a lump sum penalty of €5,000 together with a daily penalty of €100 until the breach is remedied.
Regulation 9 of the Regulations already provided for the power of the Registrar to refuse to register any document of a company where the information on beneficial ownership provided was not accurate or up to date. The 2020 Amendment Regulations further provide that the Registrar may restrict new company incorporations whose proposed directors already act as directors in other Maltese companies that failed to submit information on beneficial owners. Moreover, the Registrar is now empowered to take the necessary steps and ask for any information or documentation he may deem necessary to ascertain the correctness of the beneficial information submitted. Failure by a Maltese company to comply with any request made by the Registrar for additional information or documentation may lead to the company’s name being struck off the MBR’s books and its assets devolving upon the Government of Malta.
The 2020 Amendment Regulations further bolster the right of the Registrar to conduct on-sight inspections at the registered office of the Company in order to ascertain the accuracy of the beneficial ownership information provided to the MBR. The right of the Registrar to verify such information shall not be restricted, obstructed, or precluded in any manner. The Registrar shall have access to any relevant documentation or any other information relating to information on beneficial ownership of any company and he may also take copies of the documents made available to him. If, following an inspection, the Registrar deems it necessary to update the beneficial ownership information, every officer shall now be liable to a penalty not exceeding €100,000.
In addition to amendments made to the principle text of the Regulations, the 2020 Amendment Regulations introduced some much-needed clarification to the statutory form BO1 and form BO2 which are to be submitted when incorporating a new company in Malta or following any change to the share capital or directors (as applicable) of a Maltese company. Furthermore, the 2020 Amendment Regulations introduce heftier penalties on Maltese companies and their officers for any breaches of the Regulations.