In terms of the Fifth Anti-Money Laundering Directive (Directive (EU) 2018/843), which as from 10th January 2020 is in force in all the EU, member states are required to maintain inter-connected, publicly available national Ultimate Beneficial Owner ("UBO") registries.
In the regard, the Maltese Registrar of Companies ("the Registrar") had introduced the Companies Act (Register of Beneficial Owners) Regulations, whereby Maltese companies are required to hold updated information on their UBOs and are also required to submit a notification regarding same to the Registrar and also notify the Registrar in case of changes to the UBOs within 14 days of such change. The only exceptions allowed are in cases where all the direct shareholders of the Maltese company are natural persons, or in cases where the Maltese company is listed on a regulated market.
Further to the above, as from 16th June 2020, the Registrar introduced a new obligation whereby a Maltese company shall, in addition to the UBO register referred to above, also file a UBO return upon each anniversary of its registration. The UBO return is to be submitted together with the company's annual return and is to be delivered to the Registrar for registration within 42 days after the date to which it is made up.
The Registrar has also increased fines for non-compliance with the provisions relating to the UBO register to EUR 5,000 for the first day and a further EUR 100 daily penalty until the requisite UBO form is filed. Both the company and every company officer shall be jointly and severally liable to penalties for non-compliance.
In addition to the above, where a company fails to provide information on its UBOs, the Registrar will inform the company that he is not in receipt of the information on the UBOs, and if the Registrar does not receive the requested information within 1 month from such information request, the Registrar will publish a notice on the Government Gazette or on the Malta Business Registry website and in a daily newspaper so that such company will be struck off from the register upon the lapse of 3 months from such publication, with the assets of such company devolving upon the Government of Malta.
Originally published 9 July, 2020
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