Malta’s Beneficial Ownership Rules Have Changed: What Companies Need to Know
On 10 July 2026, the Companies Act (Register of Beneficial Owners) (Amendment) Regulations, 2026 were published through Legal Notice 184 of 2026 and entered into force with immediate effect.
One of the most significant practical changes is the introduction of Form BO4, together with new requirements for companies to assess whether their register of members may be treated as their beneficial owners register.
The main purpose of the Regulations is to further align Malta’s beneficial ownership regime with the latest EU anti-money laundering (AML) legislation.
Who is affected?
The amended framework applies to companies and relevant commercial partnerships falling within the scope of the Companies Act (Register of Beneficial Owners) Regulations, S.L. 386.19.
The Regulations do not apply to a company that is listed, or indirectly fully owned by a listed company, on a regulated market subject to disclosure requirements consistent with EU law or equivalent international standards ensuring adequate transparency of ownership information.
When can the register of members serve as the beneficial owners register?
A company’s register of members will be deemed to constitute its beneficial owners register where, and for as long as, all four of the following conditions are satisfied:
- all the company’s registered shareholders are natural persons;
- none of those natural persons acts as trustee or in another fiduciary capacity;
- no natural person, other than a natural person disclosed in the company’s register of members, ultimately owns or controls more than 25% of its voting rights or other ownership interests, or otherwise exercises control through other means including spouses under the community of acquests; and
- no natural person holds the position of senior managing official.
The conditions are cumulative. It is not sufficient that the company merely has natural-person shareholders or a straightforward shareholding structure.
Where these conditions continue to be met, the company’s register of members is treated as its beneficial owners register and the annual BO confirmation requirements.
Companies relying on this treatment should retain a clear record of their assessment and review their position whenever there is a change in shareholding, voting arrangements, fiduciary capacity, governance or control.
When is Form BO4 relevant?
Form BO4 has been introduced for pre-existing companies that do not qualify for the register-of-members treatment and must bring their beneficial ownership position into conformity with the amended Regulations.
Circumstances that indicate that the register-of-members treatment is not applicable include:
- the presence of one or more corporate shareholders;
- a shareholder acting as trustee, nominee or in another fiduciary capacity;
- an individual who is not disclosed in the register of members exercising qualifying ownership or control, including spouses under the community of acquests;
- control being exercised through voting arrangements, appointment rights, shareholders’ agreements or other means; or
- a natural person being identified as the senior managing official for beneficial ownership purposes.
Transitional period
The MBR User Guidelines describe a six-month transitional period for companies already formed and registered before the new treatment came into force. During this period, affected companies should review their ownership and control arrangements, determine whether the filing of Form BO4 is required.
The six-month period calculated from 10 July 2026 expires on 10 January 2027.
Penalties for Non-Compliance
Failure to submit the necessary forms and abide with the stipulated timeframe may result in:
- a €10,000 penalty being imposed on the company and each relevant officer, shareholder and beneficial owner; and
- an additional €500 daily penalty for continued non-compliance.
How Tri-Mer Services Ltd can assist
Tri-Mer Services Ltd can assist companies with:
- reviewing registered, legal and ultimate ownership structures;
- assessing control exercised through shareholding, voting arrangements, agreements or other means including marital status;
- determining whether the register of members may serve as the beneficial owners register;
- identifying whether Form BO4 or another BO filing is required;
- reviewing the treatment of trustees, nominees, pledges, usufruct rights and corporate shareholders;
- updating internal beneficial ownership records; and
- preparing the relevant documentation and filings with the Malta Business Registry.
Businesses should act promptly to review their position, obtain any missing beneficial ownership information and address filing requirements arising under the amended framework.
For assistance in assessing how these changes may affect your company or in determining whether a Form BO4 filing is required, please contact our Corporate Services team on corporateservices@trimerservices.com .
Jeanelle Aquilina
Head of Direct Tax and Corporate Services
Marco Mercieca
Partner
