Every company should, upon each anniversary of its registration, submit an annual return (either in paper format or electronically) duly signed by at least one director of the company or the company secretary. Such a return would need to be submitted to the Maltese Registrar of Companies (the “Registrar”) for registration within forty-two days after the date to which it is to be made up.
Companies which fall within the scope of the Beneficial Ownership Regulations (the “Regulations”) are also required to keep adequate, accurate and up-to-date information with respect to its beneficial owners. Every Maltese registered company is obliged to provide the Registrar information on its initial ultimate beneficial owners upon incorporation in accordance with Regulations. Companies must also notify the Registrar of any changes to such beneficial ownership following a change in the issued share capital of the company. The company must within fourteen days from the effective date of the change in issued share capital, deliver to the Registrar a notice of such change providing the information required in terms of the Regulations.
There are some exceptions where the Regulations do not wholly apply as in the cases of listed entities or where the registered shareholders of a company are all disclosed as natural persons in public records and are not acting as a trustee or in any other fiduciary capacity.
Upon each anniversary of its registration, every company is obliged to file a beneficial ownership return to the Registrar either indicating any changes in beneficial owner details such as name, country of residence or official identification document or confirming no changes in details took place. In the event of a change in beneficial ownership of a company, the company shall within fourteen days after the date on which the change is recorded within the company, deliver to the Registrar a notice of such change providing the information required in terms of the Act.
The Registrar may refuse to register any documents of a company, required to be registered in terms of the Act if the beneficial ownership information was not submitted or else the Registrar is not satisfied that the company has provided accurate and up-to-date information on all the beneficial owners of the company as required by the Regulations.
The directors of a company are also responsible for drawing up and publishing the financial statements in accordance with the requirements of the Act. Such financial statements would need to be verified and checked by a third-party auditor.
Failing to meet the requirements in terms of the Act will result in consequences for the defaulting company. Should a company have any irregularities, the Registrar may restrict a person from being appointed as director or company secretary of a proposed company or an existing company if he is or has been a director or has breached the provisions of the Act three times within two years. The company may also incur penalties payable to the Malta Business Registry for failing to comply with provisions of the Act and remaining in continual default.
Ensuring compliance will not only avoid serious consequences, both financial and reputational but will help create consistency within a company's business operations and its reporting, define good business practices and enable safer growth.
If you need assistance in understanding your company’s compliance obligations, please get in touch with our Finance & Corporate Managed Services team.
