Malta’s 2026 amendments to the Companies Act (Register of Beneficial Owners) Regulations introduced a new compliance obligation for many entities: Form BO4: Declaration on Beneficial Owners. While some companies benefit from a simplified regime, others must now assess their ownership and control structures more carefully to determine whether a BO4 filing is required.
What Is Form BO4?
Form BO4 is a statutory declaration introduced by the Malta Business Registry (MBR) to capture enhanced beneficial ownership information from companies that cannot rely solely on their Register of Members. It ensures that the MBR receives accurate, complete, and transparent data on individuals who ultimately own or control Maltese companies.
Why Form BO4 Was Introduced
The updated framework aligns Malta with Malta’s ongoing implementation of the EU anti-money laundering package, including aspects of Directive (EU) 2024/1640 (6AMLD), strengthens transparency, and addresses gaps where beneficial ownership cannot be determined through shareholding alone.
What Information Does Form BO4 Collect
Form BO4 requires detailed disclosures, including:
- Full personal details of beneficial owners
- Residential address and place of birth
- Details of nominee or fiduciary arrangements
- Information on indirect ownership or control
- Identification of senior managing officials, where applicable
Which Companies Qualify for the Simplified Beneficial Ownership Regime?
Some companies are exempt from filing Form BO4 because their Register of Members can serve as their Beneficial Owners Register.
Criteria for Exemption From Filing Form BO4
Your company does not need to file Form BO4 if all of the following apply:
- All shareholders are natural persons
- No shareholder acts as a nominee, trustee, or fiduciary
- No person exercises control through other means
- A natural person not disclosed in the Register of Members ultimately owns or controls more than 25% of voting rights or ownership interests, or otherwise exercises control through other means
- No senior managing official needs to be identified
Examples of Companies That Do Not Need BO4
Example: A Maltese company with three individual shareholders, each holding equal shares, with no nominee arrangements or external control mechanisms.
- The Register of Members is sufficient; no BO4 filing is required.
When Your Company Must File Form BO4
If your company does not meet the simplified regime criteria, Form BO4 becomes mandatory.
Circumstances That May Require Additional Beneficial Ownership Reporting
Companies should assess whether additional beneficial ownership reporting obligations apply where:
- A shareholder acts as a nominee, trustee, or in another fiduciary capacity;
- A natural person who is not disclosed in the Register of Members ultimately owns or controls more than 25% of the voting rights or ownership interests in the company;
- Control is exercised through other means, including contractual arrangements, voting agreements or board appointment rights;
- A senior managing official (SMO) is required to be identified for beneficial ownership purposes;
- The company’s ownership structure includes indirect ownership or control arrangements requiring further beneficial ownership disclosure.
Examples of Companies That Must File BO4
Example: A company with a corporate shareholder holding 60% and an individual holding 40%.
- The company must assess and comply with the applicable beneficial ownership reporting requirements and identify the ultimate beneficial owners behind the corporate structure.
Example: A shareholder holds shares as a nominee for an undisclosed principal.
- BO4 filing is mandatory.
Key Takeaway: Is Form BO4 Required?
How to Assess Your Beneficial Ownership Structure
Before determining whether BO4 applies, companies should review their ownership and control arrangements.
Identifying Ultimate Beneficial Owners (UBOs)
UBOs may be individuals who:
- Hold more than 25% of the shares indirectly
- Control the company through corporate layers
- Exercise influence through agreements or rights
Understanding Control Through Other Means
Control may arise through:
- Voting agreements
- Board appointment rights
- Veto powers
- Contractual arrangements
If such mechanisms exist, BO4 is likely required.
How to Prepare and File Form BO4
Preparing and filing Form BO4 requires a structured approach to ensure that all beneficial ownership information submitted to the Malta Business Registry (MBR) is accurate, complete, and compliant with the updated regulations.
Gather All Required Beneficial Ownership Information
Before completing the form, companies should compile all relevant data relating to their ultimate beneficial owners (UBOs) and any individuals exercising control through other means. This includes:
- Full legal name, nationality, and date/place of birth
- Residential address
- Identification document details
- Nature and extent of ownership or control
- Details of nominee, trustee, or fiduciary arrangements
- Supporting documentation for indirect ownership chains
This step ensures that the company has a complete picture of its beneficial ownership structure before filing.
Prepare Supporting Documentation
The MBR may request supporting evidence, especially where ownership chains or control rights are complex. Common supporting documents include:
- Corporate structure charts
- Shareholder declarations
- Trust deeds or fiduciary agreements
- Voting agreements or contractual control documents
- Identification documents for UBOs
Preparing these in advance speeds up the filing process and reduces the risk of follow‑up requests.
Filing Deadlines and Transitional Period
The transitional period begins on 10 July 2026, and companies required to submit Form BO4 must do so by 10 January 2027. All companies required to file BO4 must do so within this timeframe. Late filings may result in administrative penalties or compliance flags on the company’s MBR profile.
How Papilio Can Assist
After submitting Form BO4, companies must promptly update their Beneficial Owners Register whenever changes occur. They are also required to notify the MBR within the specified timeframe, review their ownership structures annually, and ensure that any nominee or fiduciary arrangements are properly disclosed. Ongoing compliance with these requirements is crucial to avoid penalties and maintain good standing.
At Papilio Services, we assist clients in reviewing their ownership structures, preparing revised Beneficial Owners Registers, and completing and submitting Form BO4. We ensure full compliance with the 2026 amendments and assess whether any additional filings are necessary under the new framework. If you need help evaluating your company’s position or updating your corporate records to reflect the new requirements, we would be happy to assist you.
*This article is provided for general informational purposes only and does not constitute legal, tax, or professional advice. Companies should seek appropriate professional advice based on their specific circumstances before taking any action in relation to beneficial ownership reporting obligations.
