Malta Beneficial Ownership BO4: What Companies Must Do

Since 10 July 2026, Maltese companies have been working under revised beneficial ownership rules. Legal Notice 184 of 2026, published in the Government Gazette on that date, amended the Companies Act (Register of Beneficial Owners) Regulations (S.L. 386.19) and brought in a new filing, Form BO4. For many owner-managed companies the key date is 10 January 2027, the end of the six-month transitional period. This article explains the changes to Malta beneficial ownership BO4 requirements, which companies are affected, and what directors should do now.

What Legal Notice 184 of 2026 changed

Legal Notice 184 of 2026 transposes the beneficial ownership provisions (Articles 11, 12, 13 and 15) of the EU’s sixth anti-money laundering directive, Directive (EU) 2024/1640, for Maltese companies. It took effect on 10 July 2026. The main changes are:

Fewer automatic exemptions. Previously, a company whose registered shareholders were all individuals holding in their own name could, in practice, treat its register of members as its beneficial ownership record. That is now allowed only if specific conditions are met (see below).
A duty to look for hidden control. Companies must take reasonable, proactive steps to identify any individual who controls them “through other means”, such as through agreements, family ties, financing arrangements or influence over the board, even where that person holds no shares.
More information on each beneficial owner. Companies must now hold, and the updated forms ask for, each beneficial owner’s place of birth, country of residence and residential address, the type, number and issuing country of their identification document, and the name and status of any nominee shareholder, in addition to the existing particulars.
New statutory forms. The First Schedule to the regulations has been replaced with new versions of the beneficial ownership forms filed with the Malta Business Registry (MBR), including the new Form BO4.
A new access regime. Authorities keep direct access to the register. Banks, accountants and other obliged entities may access it, for a fee, to carry out customer due diligence, but may not rely on it exclusively. People with a legitimate interest connected to fighting money laundering, such as journalists and civil society organisations, can apply for access to a narrower set of details under a new procedure.

The simplified approach: when the register of members is enough

A company can keep relying on its register of members as its register of beneficial owners only if all four of these conditions are met:

All registered shareholders are natural persons.
None of them holds shares as a trustee, nominee or in any other fiduciary capacity.
No other individual ultimately owns or controls more than 25% of the voting rights or ownership interests, or otherwise controls the company through other means.
No individual has to be identified as a senior managing official, which is the fallback used when no beneficial owner can be identified.

A company that meets all four conditions does not need to file separate beneficial ownership declarations. These conditions must be checked on an ongoing basis. If one stops being met, for example because a shareholder starts holding shares for someone else, the full beneficial ownership obligations apply from that point.

Form BO4: which companies must file

Form BO4 is aimed at companies that fall between the two regimes: their registered shareholders are all individuals, but they do not meet every condition of the simplified approach. Typical examples include:

a family company where a parent who holds no shares still directs the business and its finances;
a company where one shareholder holds shares on behalf of a relative or business partner;
a company financed by an investor whose loan terms give them effective control over key decisions.

In each case, the register of members no longer tells the full story, and the company must declare its beneficial owners using Form BO4.

Malta beneficial ownership BO4 deadline

For companies registered before 10 July 2026 that do not meet all four conditions, Form BO4 must be filed within six months of 10 July 2026, that is, by 10 January 2027. That date falls on a Sunday, so it is sensible to file well before then rather than rely on any extension. Companies formed on or after 10 July 2026 must also assess, within six months of the new rules coming into force, whether the simplified approach applies to them. After filing, any later changes in beneficial ownership must be notified to the MBR in the usual way.

Penalties for missing the deadline

Late filing is costly. Under the amended Second Schedule, failure to comply within the six-month period carries a penalty of €10,000, plus €500 for every day the default continues. Liability is joint and several: the company, and every officer, shareholder and beneficial owner in default, can be held responsible.

Separately, failing to keep a record of beneficial owners carries a penalty of €5,000, plus €100 for every day the default continues. Banks, accountants and other subject persons are also expected to report discrepancies they spot between what they know about a client and what appears on the register, so inaccurate filings tend to come to light.

Practical steps for directors

Directors and company secretaries can approach the review in five steps:

List the shareholders. Confirm that every registered shareholder is a natural person holding shares in their own name and for their own benefit.
Look beyond the share register. Ask whether anyone else influences or controls the company: through family relationships, side agreements, shareholder loans, voting arrangements or simply by running the business in practice.
Document the assessment. Keep a short written record of the steps taken and the conclusion reached. If the MBR or a bank asks how you reached your view, this record is your answer.
File if needed. If any of the four conditions is not met, prepare Form BO4 with the full details now required, including each beneficial owner’s place of birth and residential address and any nominee arrangements.
Set a review trigger. Changes in shareholding, new financing or new management arrangements can change the answer. Build a beneficial ownership check into those events and into your annual return process.

How this fits with wider AML changes

The changes form part of the EU’s 2024 anti-money laundering package, which also includes the new EU AML Regulation, applying from July 2027, and the new EU Anti-Money Laundering Authority (AMLA). For companies, the direction of travel is clear: beneficial ownership information is expected to be accurate, verified and kept current, not filed once and forgotten. For a step-by-step guide to identifying and registering beneficial owners, see Registering UBO Malta Step by Step. For more on how these rules affect regulated businesses, see our AML/CFT compliance services.

Frequently asked questions

Does every Maltese company need to file Form BO4?

No. Form BO4 is for companies whose registered shareholders are all individuals but which do not meet all the conditions of the simplified approach. Companies with corporate shareholders already file beneficial ownership information through the existing forms, and companies that meet all four conditions can rely on their register of members.

What is the deadline for Form BO4 in Malta?

For companies registered before 10 July 2026 that do not qualify for the simplified approach, the deadline is 10 January 2027, six months after Legal Notice 184 of 2026 came into force.

What happens if a company misses the BO4 deadline?

The company faces an administrative penalty of €10,000 plus €500 for each day the default continues. The company, its officers, shareholders and beneficial owners in default can be held jointly and severally liable.

What does “control through other means” mean?

It covers individuals who control a company without owning shares, for example through agreements, family relationships, financing terms or influence over the directors. Companies must take reasonable steps to identify such people and declare them.

Sources

Cuschieri Advocates assists companies and directors with beneficial ownership reviews and MBR filings. Read more about our corporate and commercial practice.

This article is general information only and is not legal advice. It reflects the position as at its last review in October 2026.