If you need further information or legal assistance, please do not hesitate to contact Dorita.Cardona@mamotcv.com and Joshua.Chircop@mamotcv.com. One of the new tasks of the Registrar of Companies under the Companies Act is to perform the functions of registrar for other legal entities listed and defined in Schedule Two of the Civil Code and in the subsidiary legislation approved by the Second Schedule. This document does not purport to provide legal, financial or tax advice. If you require further information or legal assistance, please do not hesitate to contact info@mamotcv.com Act XLVII, which amended the Second Schedule to the Civil Code (Chapter 16 of the Laws of Malta), the Companies Act (Chapter 386 of the Laws of Malta) and the relevant subsidiary legislation in order to transfer the obligations of legal persons from Identity Malta to the Maltese Commercial Register. The law also replaced the Minister for Justice with the Minister for the Registration of Limited Liability Companies and Commercial Companies as the Minister responsible. (1) any new application relating to the registration of foundations and associations as legal persons within the meaning of the Second Schedule to the Civil Code; and from 1. In January 2018, access will be granted to a certain number of people as follows: In addition, annual fees and registration fees must now be paid to the MBR`s bank account. The Foundations and Associations Unit of the MBR receives and processes applications for registration of legal organizations in accordance with the Second Schedule of the Civil Code. The above article is published for general information purposes only and does not constitute legal advice. For any questions regarding the Law on Legal Organisations, Foundations and Associations in Malta, please contact us here.

The function of Registrar of Legal Entities has now been taken over by the Registrar of Companies of the Commercial Register of Malta. The Registrar of Legal Entities was previously responsible for the public register within Identity Malta. Any reference to the Registrar of LegalPersons in the Second Schedule or its subsidiary legislation shall be deemed in all respects to be “The Registrar of Companies” for the purposes of the Companies Act. Since 1 January 2018, all Maltese foundations are now required to identify, register and report their beneficial owners to the Registrar of Legal Entities. A right of access to this new information will also arise. The minister responsible according to the second list is no longer the minister responsible for justice, but the minister responsible for the registration of limited liability companies and commercial companies. whether or not they are registered with the registrar of legal persons within the meaning of the Second Schedule to the Civil Code and include founding non-profit organizations. Law XVII of 2020 extends the functions of the commercial register also to the functions of registrar of legal entities, which is now part of the MBR. Mamo TCV Advocates regularly provides professional and tailor-made support in the establishment and structuring of foundations in Malta and advises local and foreign clients. The firm offers an efficient and specialized service that takes into account the needs and requirements of international and domestic business transactions. As a result of these amendments, the words “registrar of legal persons”, wherever they appear in the second schedule to the Civil Code, are now considered in all respects to be “registrar of companies” within the meaning of sections 400 and 401 of the Companies Act. To this end, the register of legal persons was moved from the public register to the MBR.

All references to the Minister of Justice in the relevant articles have been replaced. These matters are now the responsibility of the Minister responsible for the registration of limited liability companies and commercial companies. In the event of a change in beneficial ownership, a foundation has 14 days to notify the Registrar of Legal Entities in the prescribed form. The regulation entered into force on 1 January 2018. Foundations created or registered before 1 January 2018 have 6 months from the entry into force of the Regulation to submit to the register of legal persons a declaration containing information on beneficial ownership. In the case of a registered voluntary organisation, the above fee will be reduced to 10% of the above amounts, but at least to €35. The President, through and with the Council and the concurrence of the House of Representatives, has enacted Act No. XLVII of 2020 amending the Second Schedule to the Civil Code, Chapter 16 of the Laws of Malta (the “Second Schedule”) and the Companies Act, Chapter 386 of the Laws of Malta, and to provide for related and complementary provisions. The fees applicable to the registration of an organisation are calculated according to the value of the assets, as indicated below: (2) the submission of information through the register of beneficial owners within the meaning of the Civil Code (Second Schedule) (register of beneficial owners – associations) and the Civil Code (second schedule) (register of beneficial owners – foundations); The agency Identity Malta and the Maltese Commercial Register have announced that from 3 February 2020: – On 11. Act XLVII of 2020, published in August, changed the functions of the Public Register and the Maltese Business Register. This comes several months after an initial announcement in January 2020 by the Commercial Registry of Malta and Identity Malta that all correspondence relating to the Registrar of Legal Entities and Beneficial Owners will be forwarded to the Malta Commercial Register offices in Zejtun, Malta.

Penalties for non-compliance by companies can be as high as €500, while declaring a substantially specific criminal offence to be misleading, false or misleading punishable by a fine of up to €5,000 or imprisonment for up to 6 months, or both, if convicted. The regulation applies to all foundations: each foundation must keep the following information in an internal register and record any changes thereto: An administrative fee of 10% will be charged on a registration application withdrawn prior to registration, this does not apply to a registered voluntary organization. Before registration in the register of legal persons, a declaration signed by two directors containing the details of the beneficial owners must be submitted. To be delivered to the Maltese Commercial Register, AM Business Centre Triq il-Labour Zejtun, ZTN 2401, Malta. The content of this article is intended to provide a general guide on the subject. You should seek expert advice about your particular situation.