Category: Corporate Services

Industry Insight: Redomiciliation of Companies to Malta – A Seamless Transition with Asteria Advisory

Asteria offers a broad range of services for businesses, be it re-domiciliation or management services. This helps to ensure that Malta continues to attract international companies seeking a stable, business-friendly jurisdiction within the EU. Whether you’re relocating for strategic, regulatory, or operational reasons, the redomiciliation of companies to Malta offers a practical solution without the disruption of winding down and starting anew.

What Is Redomiciliation?

Redomiciliation is the process by which a company changes its jurisdiction of incorporation while maintaining its legal identity. In Malta, this is governed by the Continuation of Companies Regulations, which allow foreign-registered entities to continue operating locally without dissolving and re-incorporating.

This process ensures that companies can retain their existing structure, assets, and contractual obligations—minimising business disruption while benefiting from Malta’s competitive corporate framework and robust legal system.

Why Choose Malta for Corporate Redomiciliation?

Malta offers an attractive proposition for businesses across multiple sectors. Its EU membership, strategic location, strong financial and regulatory infrastructure, and competitive tax environment make it a prime choice for redomiciliation.

Whether you’re a commercial enterprise, holding company, or consultancy firm, relocating to Malta can offer significant long-term advantages.

Asteria Advisory: Your Partner for Seamless Relocation

At Asteria Advisory, we provide expert legal services and consultancy to companies seeking redomiciliation to Malta. Our legal advice is tailored to each client’s business needs, ensuring full compliance with regulatory requirements and a smooth transition throughout the process.

Working in close collaboration with a trusted network of professionals, we support our clients from the initial planning stage to final registration—handling all documentation, communication with the relevant authorities, and post-registration formalities.

Our Services Include:

  • Legal advice on eligibility and suitability for redomiciliation
  • Preparation and review of statutory documentation
  • Liaison with regulatory authorities
  • Company registration and compliance support
  • Ongoing corporate and commercial legal consultancy

Ready to Redomicile? Let’s Talk.

If your company is considering a move to Malta, Asteria Advisory can help make the process efficient, compliant, and hassle-free.

📩 Contact Asteria Advisory today to learn more about our redomiciliation services and how we can support your corporate journey in Malta.

MBR Publishes Regulatory Amendments

Act LX of 2021 introduces various amendments to the Companies Act, to take into account the EU’s Digitalisation Directive (which deals with electronic filings).

Additional duties are imposed on the Registrar of Companies and certain additional requirements are put into place for companies. Additional forms needed to be drawn up. The rules also provide for the appointment of directors and disqualification criteria.

A person applying to be appointed as director of a company is required to sign the Memorandum of the company or to submit a declaration in writing to show explicit consent to be appointed director and to declare whether they are aware of any circumstances that could lead to his or her disqualification, both under Maltese law and under any of the laws of other EU Member States.

Therefore, Form K has now been revamped. It includes a second part which a director uses to signify his or her consent to the appointment. Form K(1) is used for that declaration to be made when a director is being appointed for newly-formed companies.

These forms shall be accepted as of the 01 February 2022.

More on this link: Legislative amendments introduced by Act LX of 2021 – Malta Business Registry (mbr.mt)

Companies Act – Register of Beneficial Owners

On the 1st January 2018, new regulations came into force setting up the register of beneficial owners within the Registry of Companies.  Companies must declare the identity of the ultimate beneficial owners (UBOs).  This applies for UBOs having a share or controlling interest of more than 25%. If there are none, then the company has to indicate who the senior administrators are.

The regulations exclude companies where:
  1. They are listed on a regulated market and disclosure of beneficial owners is already required under the appropriate regulations; or
  2. All shareholders are natural persons disclosed to the companies registrar.

The First Schedule of the regulations sets out a form which is to be delivered together with the M&As whenever a new company is being set up. Declarations must be submitted for each beneficial owner. The declarations must include name, date of birth and nationality, identification details and country of issue of the passport or identity document.  Failure to comply means that the Registrar will not register the company.

The regulations require the Registrar to keep a register for information on the beneficial owners.  The information is not available to the general public except under payment of a fee to download the documents.

Update – December 2023:

A recent European court judgement has confirmed that having this information accessible by the general public is not strictly necessary or proportionate in terms of human law rights and thus, the ability to access beneficial owners’ information has now been limited to licensed entities and subject persons.  Read the article here.

Companies must retain accurate, adequate and up to date information on all beneficial owners in compliance with the regulations.  They must hold this information in a beneficial owners register which they keep at the company’s registered office.

Shareholders and UBOs are bound to provide the information without delay, even upon any change in the beneficial ownership or interest held.  New shareholders shall not be registered unless they comply with this requirment.

Any changes in beneficial ownership must be notified to the registry within fourteen days.  Companies must use the prescribed Form including all the information necessary.  The same applies in the case of a transfer or transmission of shares, where this has entailed a change in beneficial ownership interest held.  Notices of changes must be signed by at least one director or the company secretary.

Power of Authorities

The registry is authorised to exchange the information with tax and other competent authorities as well as to subject persons carrying out CDD in terms of the applicable regulations.  Subject persons requesting such information may demonstrate their legitimate interest in obtaining such information, including on the basis of previous activities and proven track record.  (Note – this might cause problems for new start-ups).

In exceptional cases where the beneficial owner risks exposure to harm owing to  disclosure, such information should not be disclosed.  Subject persons cannot rely exclusively on the register for CDD purposes.  Furthermore, authorities across the EU will have the power to exchange information with each other.

Submission and Liability to fines for default

The rules subject access to information to online registration and a fee of EUR 5.00 for every access to the information on the beneficial owners of each company. Post 2022, this information is only accessible to subject (licensed) persons.

Default will expose every beneficial owner, shareholder, officer and the company jointly and severally to fines.  Officers can only escape this where they have used all due diligence in order to comply with the rules and was not at fault for the failure.

This information is to be provided at every anniversary of each company after the initial submission.  Notably, the rules also apply to commercial partnerships.

False or misleading statements can lead to hefty fines and / or imprisonment.  The rules make provision for electronic submission. This enables subject persons to submit documents on time.

The Second Schedule lists down the applicable administrative penalties for failure to submit on time.

Information on Beneficial Ownership: Trusts and Trustees

On the 1st January 2018, new regulations came into force concerning the operation of a Central Register of Beneficial Owners for trusts and trustees, for companies, for associations and for foundations.  This Central Register collects information on beneficial ownership of these structures or entities, in a continued fight against financial crime.

What does it mean for trusts?

For trusts and trustees, the rules only apply to express trusts generating tax consequences.  Within 14 days from being appointed as a trustee of an express trust, authorised trustees must submit a declaration of ownership to Malta Financial Services Authority (MFSA) where such trust has tax consequences.

The regulations list the information to be provided by the trustee regarding every beneficial owner, and this without prejudice to any customer due diligence (CDD) carried out under the anti-money laundering regulations. CDD must be carried out before any such information is passed on to MFSA.

Where the beneficiaries of a trust are a class of beneficiaries, special rules apply concerning the description of the class as well as inclusion of family members.  Limited information is to be provided where the trust is set up for charitable persons without any beneficiaries or classes of beneficiaries in whose name the trust is set up (drafting is a little unhappy here).

The MFSA will keep a register for this purpose, and information must be such as to allow MFSA to fulfil its duties under the regulations.  Changes in beneficial ownership must be notified to the MFSA within 14 days.

If the change is made to the trustee, the latter is required to inform MFSA.  An declaration stating that there has been no change is to be submitted yearly after the first declaration made, to be signed by the trustee.  MFSA should make such information available to listed competent authorities for tax and anti-money laundering.

It is worth noting that changes to be notified include a change in passport number (e.g. issue of a new passport) or a change in registered address of the UBO.

In exceptional cases where disclosure of such information would expose the UBO to danger, such information must not be disclosed.

Obligations to file beneficial ownership information

Subject persons may not rely solely on the register to fulfil their CDD.  Trustees cannot solely rely on their compliance with these regulations and must comply with requests for information from any subject person carrying out CDD obligations when onboarding or servicing customers.  Data protection rules still apply to information processed in terms of these rules.

For trusts having tax consequences where a trustee was appointed before 1st January 2018,  trustees have six months within which to provide information to the MFSA.

Administrative penalties of up to EUR 150k are applicable for failure to comply with the regulations.

The MFSA’s Central Register shall be connected to a centralised European Register.

The regulations provide for electronic submission of such information, making it easier to comply.

Get in touch if you need help changing the information that the authorities held in respect of your business.

Anti-Money Laundering – New Rules in Force

The Fourth Anti-Money Laundering Directive (AMLD 4) aims to strengthen the integrity of the EU’s financial system by combating money laundering and the financing of terrorism.  AMLD 4 relies on the principle that illicit financial flows can damage not just the Member State concerned, but the stability and reputation of the entire EU financial sector.

The evolution of financial crime

Financial crime has become more sophisticated over time, often involving international networks. This has made tighter controls and increased coordination across jurisdictions more important than ever. The EU’s approach aligns closely with international standards, including those set by the Financial Action Task Force (FATF).  

Key Objectives of AMLD 4

One of the core goals of AMLD 4 is to improve transparency by ensuring that the beneficial ownership of companies is identified and recorded. This means tracing the ownership structure to the individual who ultimately owns or controls the entity. The Directive mandates that this information must be accurate, up-to-date, and easily accessible to competent authorities  

Key Aims of Anti-Money Laundering Legislation

Identifying the beneficial owner is key to avoiding would-be criminals from hiding behind a corporate structure.  This is the raison-d’etre behind the due diligence and other obligations underlying the Directive.

The aim is to look for the individual (natural) person at the very end of the line. Information needs not only be adequate and accurate, but also up-to-date, which is why certain checks need to be repeated regularly.

Main changes in AMLD 4

  • Less Reliance on Simplified Due Diligence: Simplified Customer Due Diligence (CDD) is now only allowed in limited cases. Entities must demonstrate low risk before applying reduced checks—and must continue to monitor the relationship.

  • Enhanced Due Diligence (EDD): Required for high-risk clients, such as asset-holding vehicles, cash-intensive businesses, and transactions involving high-risk jurisdictions.

  • Wider Scope of Politically Exposed Persons (PEPs): The definition now includes individuals in domestic public positions, not just foreign ones. All PEPs are automatically subject to EDD.

  • Central Beneficial Ownership Registers: Companies must maintain beneficial ownership information in a register accessible to national authorities like the MFSA and FIAU in Malta.

  • Lower Transaction Thresholds: The threshold for triggering CDD for cash transactions has been reduced from €15,000 to €10,000. For high-risk gambling operations, the threshold is as low as €2,000.

  • Gambling Sector Inclusion: The entire gambling sector now falls under AMLD 4, not just specific areas, and subject persons must apply CDD when applicable.

  • Tax Crimes as Predicate Offences: Tax offences are now clearly predicate offences across all EU jurisdictions.  This harmonises definitions and enables Member States to better enforce the AMLD 4 rules.

  • Increased National Oversight: Member States must perform their own national risk assessments.  This could may lead to Member States introducing stricter national requirements.

Malta’s Implementation

On 20 December 2017, Malta adopted the Prevention of Money Laundering and Funding of Terrorism Regulations, 2017, in line with AMLD 4. These regulations repealed the 2008 rules and introduced risk-based CDD as the standard approach.

Although the FIAU is revising the Implementing Procedures (Part I), entities are advised that in case of conflict between this document and the regulations, the 2017 regulations will take precedence.

Final Thoughts

AMLD 4 marks a significant shift in the EU’s AML framework. By focusing on transparency, harmonisation, and a risk-based approach, AMLD 4 aims to make financial systems more resilient to abuse. Malta’s regulatory framework continues to evolve to meet these standards, reinforcing its commitment to compliance and integrity in financial services.