Amendments to S.L. 386.19 – What You Need To Know

The Companies Act (Register of Beneficial Owners) Regulations (S.L. 386.19) came into force in 2018, forming part of a broader set of new regulations that required companies, trusts, foundations and associations to record and declare information on their beneficial owners. Legal Notice 184 of 2026 has enhanced S.L. 386.19 by transposing certain provisions of Directive (EU) 2024/1640 – AMLD6.

This article outlines the main amendments and what representatives of companies registered in Malta will be required to address in the coming months.

New exemption applicable to Listed Companies

The Legal Notice amends the scope of S.L. 386.19 to exempt companies that are listed, or which are indirectly fully owned by a company listed, on a regulated market, from the requirement to meet specific transparency standards. In the latter case, the listed parent must be subject to disclosure requirements consistent with EU law or subject to equivalent international standards which ensure adequate transparency of ownership information.

Expanded beneficial ownership reporting obligations

The information required to be submitted and maintained in relation to beneficial owners has been expanded to include additional information such as place of birth, residential address and details of nominee shareholding, if applicable. Existing statutory forms have been amended to incorporate the new requirements.

The amendments also emphasise companies’ obligation to take reasonable steps to establish whether any natural person has a controlling interest in the company, albeit inapparent from the shareholding structure.

Simplified regime for certain companies

Companies may avail of a simplified requirement, whereby its register of members is deemed to constitute a register of beneficial owners. The foregoing is subject to the following being met:

• All registered shareholders are natural persons;
• None of the shareholders act as trustees or in a fiduciary capacity;
• No natural person owns or controls more than 25% of the ownership interests or voting rights, or otherwise exercises control over the company;
• No natural person is a senior managing official.

Companies eligible for this exemption are also exempt from the requirement relating to the Annual BO Confirmation and SMO Confirmation.

Introduction of Form BO4

Companies registered prior to the 10^th July 2026 and which do not satisfy the criteria applicable to the simplified regime are required to submit a specific form by the 10^th January 2027, failing which penalties will apply.

Revised access framework

The amendments revise the laws governing access to beneficial ownership information and introduce detailed procedures for persons seeking access based on a legitimate interest.

There are three categories related to the access governing beneficial ownership information, that have all undergone revision, namely:

1. Access without restriction;
2. Access by obliged entities; and
3. Access on the basis of legitimate interest.

Access can be refused in certain circumstances, including instances where disclosure would expose the beneficial owner to a disproportionate risk as outlined in the Regulations. The Registrar shall also maintain records of persons granted access under legitimate interest and make such information available to the beneficial owner upon a DSAR in terms of GDPR, subject to certain restrictions and special protections.