One of the most significant changes is the introduction of Form BO4 (Declaration on Beneficial Owners). Since the new rules took effect, a key practical question has been whether every company or other commercial partnership is now required to submit this form.
When does Form BO4 apply?
Form BO4 is intended for entities that were formed and registered before 10 July 2026 and cannot rely on their register of members as their register of beneficial owners under Regulation 5(3).
This applies where all registered shareholders are natural persons, but the entity does not satisfy all the remaining conditions under Regulation 5(3). This may arise where:
a) a shareholder is acting as a trustee, nominee or in another fiduciary capacity;
b) a natural person who is not disclosed in the register of members ultimately owns or controls more than 25% of the voting rights or other ownership interests in the company or otherwise exercises control through other means; or
c) one or more senior managing officials must be identified for beneficial ownership purposes.
Entities that fall within these circumstances have a six-month transitional period from 10 July 2026 to review their ownership and control structure and, where required, submit Form BO4.
By contrast, entities with a straightforward ownership structure that satisfy all the cumulative conditions set out in Regulation 5(3) may continue to treat their register of members as their register of beneficial owners and will not be required to submit Form BO4.
The amendments also introduce a three-tier access regime to the Register of Beneficial Owners, covering competent authorities, obliged entities and persons able to demonstrate a legitimate interest. In addition, the statutory beneficial ownership forms have been updated and now require further information, including a beneficial owner's place of birth and residential address.
What should entities do?
The transitional period provides an opportunity for entities to review their ownership and control structures and consider whether:
- their beneficial ownership records remain accurate and up to date;
- they continue to qualify for the simplified regime under Regulation 5(3);
- Form BO4 is required; and
- future filings will need to be made using the updated statutory forms.
How can BDO help?
Our Corporate and Compliance team assists clients with beneficial ownership reviews, Malta Business Registry filings and ongoing corporate compliance. If you are unsure whether Form BO4 applies to your entity or require guidance on the new requirements, we would be pleased to assist.
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