Amendments to Beneficial Ownership Regulations Following Transposition of EU AML Directive

On 10 July 2025, amendments to the Companies Act (Register of Beneficial Owners) Regulations (the “Regulations”) came into force through Legal Notice 127 of 2025. These amendments, implement the first phase of Malta’s transposition of Directive (EU) 2024/1640 as part of the Sixth Anti-Money Laundering Directive (“AMLD 6”).

A key development is the revision of Regulation 7, which now provides for access to the register of beneficial owners to individuals who can demonstrate a legitimate interest. In line with Article 74 of the Directive, such individuals may request access where the purpose of the enquiry relates to the prevention or detection of money laundering, associated predicate offences, or the financing of terrorism. The concept of “legitimate interest” in accessing Beneficial Ownership (BO) registers is not new, but it has been clarified and expanded under the AML package. It essentially means that certain entities, beyond authorities and obliged entities, can demonstrate a valid reason for accessing BO information. In essence, AMLD6, is designed to strike a balance between data privacy and effective AML/CFT efforts by allowing access to BO information based on a demonstrable legitimate interest, particularly for those entities which are involved in risk assessment and compliance. 

Requests must be submitted in writing to the MBR and must be accompanied by identification documents, relevant credentials or qualifications, and a declaration confirming the legal basis of the request. The Registrar is empowered to request additional documentation as deemed necessary and may issue further guidance in this respect. If a request is refused, the decision will be communicated in writing and may be appealed within twenty (20) days by filing a sworn application before the Court. Requests should be submitted by email to accesstobo@mbr.mt.

The MBR has also updated its statutory forms in the Schedule to the Regulations. All companies are required to use the amended forms with immediate effect when submitting beneficial ownership information. Previous versions will no longer be accepted. The updated forms and User Guidelines are available on the MBR’s official website.

Additional clarifications have been provided by the MBR through its updated User Guidelines. These confirm that the amended Regulations now apply to companies formed through cross-border conversions, mergers, or divisions, and introduce new obligations to declare all nationalities held by a beneficial owner. The Registrar is also empowered to provide access to BO information via print-out where electronic means are not available and may consult with other competent authorities before deciding on access requests. The statutory forms have likewise been revised to enhance clarity and transparency, including simplified reporting for specific changes and updated references to multiple nationalities.

These changes are part of the broader EU Anti-Money Laundering Package adopted in 2024, which introduces harmonised rules on beneficial ownership, access rights, and central registers across all Member States. Implementation of the package will take place gradually, with further national and EU-level legislative updates expected in the coming months.

GVZH Advocates recommends that all subject persons and corporate entities review their current procedures to ensure compliance with the revised Regulations and prepare for forthcoming changes under the EU AML framework.