Recent Regulatory Changes for Maltese Private Limited Companies (Ltd): 2024–2025

Overview

Malta has introduced a series of legislative changes affecting private limited companies (Ltd) during 2024–2025, with a focus on anti-money laundering compliance, beneficial ownership transparency, and modernisation of company services.

1. Companies Act Amendments — Acts XVII and XVIII of 2025

Acts XVII and XVIII of 2025, enacted by the Maltese Parliament, introduced amendments to the Companies Act (Chapter 386). These changes include revised requirements for company officers and streamlined procedures for striking off dormant companies that fail to comply with filing obligations.

Directors of Maltese private limited companies are now subject to enhanced fit-and-proper assessments where the company operates in regulated sectors. The obligation to maintain a local registered office with a licensed company service provider has been reinforced.

2. Company Service Providers Act — Act X of 2025

Act X of 2025 overhauled the Company Service Providers (CSP) Act, introducing mandatory licensing renewals and stricter due diligence requirements for all CSPs operating in Malta. CSPs must now verify the identity of all beneficial owners at the start of the business relationship and on a risk-based periodic basis. Non-compliant CSPs face administrative penalties of up to EUR 150,000 per breach.

3. Beneficial Ownership — Legal Notice 127 of 2025 (6AMLD Transposition)

Legal Notice 127 of 2025 transposed key elements of the EU Sixth Anti-Money Laundering Directive (6AMLD) into Maltese law. The beneficial ownership threshold for private limited companies remains at 25% of shares or voting rights, but the definition of beneficial owner has been extended to include persons who exercise control through indirect means or contractual arrangements.

The Malta Business Registry (MBR) is required to verify BO information submitted by companies against information held by other public authorities. Discrepancies must be resolved within 30 days of identification.

4. BAROS — Beneficial Ownership Automated Registration and Oversight System

The MBR launched the BAROS platform in late 2024, replacing the previous manual BO submission process. All Maltese companies must submit and update beneficial ownership information through BAROS. The system cross-references data with tax authority records and flags inconsistencies automatically. Failure to use BAROS or maintain accurate records constitutes a criminal offence under the Companies Act as amended.

Summary of Key Legislative Instruments