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Malta Business Registry

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Malta Business Registry
Reġistru tan-Negozju ta’ Malta

Malta Business Registry Building
Agency overview
Formed2018
Preceding agency
  • Malta Registry of Companies
JurisdictionMalta
HeadquartersMalta Business Registry AM Business Centre, Triq il-Labour, Zejtun 2401, Malta
Agency executive
  • Dr.Geraldine Spiteri Lucas, Registrar/Chief Executive Officer
Key document
WebsiteOfficial website

The Malta Business Registry is a Maltese government agency responsible for the registration and regulatory compliance of companies and commercial partnerships within its jurisdiction.

Powers

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The Malta Business Registry is responsible for the registration of new companies and commercial partnerships, the registration of documents related to commercial partnerships, the issuing of certified documentation including certificates of good-standing, the reservation of company names, the collection of registration and other fees, the publication of notices and the imposition and collection of penalties.[1][2] The Registry is also charged with conducting investigations of companies and maintaining Malta's company and partnership register.[3][4][5]

In 2020 additional investigative powers were granted to the Registry.[6][7] A Compliance Unit was set up to conduct the screening of companies, investigate suspicious transactions and act on discrepancies found regarding the beneficial ownership of Maltese entities and their missing annual returns.[8][9] 32 suspicious transactions reports were submitted by MBR’s money laundering reporting officer in 2020. New software systems also began screening foreign shareholders and changes in directorships that same year.[10][11] Annual in-depth reviews of companies were subsequently doubled to 45,409 directors, shareholders and beneficial owners. Over eight hundred company applications were also rejected in 2021.[12][13]

History

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Malta Business Registry's (MBR) functions were previously held by the Registry of Companies as part of the Malta Financial Services Authority (MFSA).[14][15] The Registry of Companies became a stand-alone agency and was renamed the Malta Business Registry in 2018.[16][17] Its new offices were inaugurated in Zejtun by then Prime Minister Joseph Muscat in June 2019.[18][19] It was claimed that the MBR would be the first government agency to run on blockchain technology to increase transparency and reduce bureaucratic procedures.[20] The Registry's online system, first developed in 2004, was slated for replacement by the end of 2020.[21] The agency is expected to be fully digitised and paperless by 2021.[22]

The agency had approximately 96,000 companies on its books in 2020[23][24] and reported a net increase of 4,472 new companies registered in 2019.[25][21] MBR reported an operational surplus of €10 million on an income of €16 million for financial year 2019.[26][22] Investments in fixed assets also totaled €6 million for the year.[21][27]

The MBR underwent a change of leadership in October 2021.[28][29] A financial surplus of nearly €12 million was reported that same year.[30]

Controversy

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In 2019, Malta's anti-money laundering regime was found to be inadequate by an expert review of the Council of Europe (Moneyval).[31][32] The OECD similarly noted a lack of relevant information on commercial entities and the low annual filing rates of companies.[33][34][35] University of Malta research also confirmed a "tendency to comply only at a superficial level with the principles of good corporate governance" in Malta.[36][37] This lack of transparency, it was argued, did not fully protect the interests of these entities' shareholders and trading partners.[36][9]

Subsequently, legislation was enacted requiring the accurate publication of ownership and financial data of Malta-listed companies.[38][39] Random sampling assessments were then initiated in Spring 2020 by the MBR[40][41] and over 10,000 non-compliant entities were struck-off the registry.[42][43] In July 2020, it was confirmed that 54,000 listed companies (out of circa 96,000) had complied fully with MBR regulations.[44][23] It was separately reported that 13,498 companies had also missed the filing deadline to submit annual returns that year.[40][45] One entity of which was said not to have filed a financial report since 2004.[46]

Public access to beneficial ownership details of companies on the Maltese registry was restricted in November 2022 after a EU Court of Justice privacy ruling.[47][48][49][50]

The lack of clarity regarding the government's procurement of MBR's new office building and its location has been repeatedly queried.[51][52][53]

References

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  1. ^ "Business registry signs MOU with official authorities to collaborate, share information". www.maltachamber.org.mt. Archived from the original on 2022-03-11. Retrieved 2020-09-08.
  2. ^ "Companies Act". Malta Business Registry. 2019-06-09. Archived from the original on 2020-08-21. Retrieved 2020-09-08.
  3. ^ "About MBR". Malta Business Registry. 2019-06-09. Retrieved 2020-09-08.
  4. ^ "Malta's registrar given new powers to check beneficial ownership | STEP". www.step.org. Archived from the original on 2020-08-14. Retrieved 2020-09-09.
  5. ^ "Malta". United States Department of State. Archived from the original on 2020-12-22. Retrieved 2020-09-14.
  6. ^ "Adaptation and evolution". Times of Malta. 22 February 2021. Archived from the original on 2021-02-22. Retrieved 2021-03-12.
  7. ^ "Penalties and enforcement by the Malta Business Registry". Times of Malta. 25 January 2021. Archived from the original on 2021-01-26. Retrieved 2021-02-04.
  8. ^ "Malta Financial Services Oversight – Newsletter #07". MFSA. Archived from the original on 2021-04-17. Retrieved 2021-04-08.
  9. ^ a b OECD (2020-09-01). Global Forum on Transparency and Exchange of Information for Tax Purposes: Malta 2020 (Second Round) Peer Review Report on the Exchange of Information on Request: Peer Review Report on the Exchange of Information on Request. OECD Publishing. ISBN 978-92-64-33868-5. Archived from the original on 2022-03-11. Retrieved 2021-04-08.
  10. ^ Agius, Monique (2021-06-28). "Business registry reported 32 suspicious transactions in 2020". Newsbook. Archived from the original on 2021-08-17. Retrieved 2021-08-17.
  11. ^ "MBR Annual Report 2020 -- The Compliance Unit". online.fliphtml5.com. Archived from the original on 2021-08-17. Retrieved 2021-08-17.
  12. ^ "Malta Business Registry doubles inspections and screening rates". Times of Malta. 6 February 2022. Archived from the original on 2022-02-25. Retrieved 2022-03-11.
  13. ^ Grech, GTG Advocates-Cherise Abela; Arpa, Jodie (2021-11-02). "Amendment to Maltese Companies Act Introduces New Requirements". Lexology. Archived from the original on 2021-12-02. Retrieved 2022-03-11.
  14. ^ "Opening of new Registry of Companies offices". MFSA. 4 February 2005. Archived from the original on 11 March 2022. Retrieved 9 September 2020.
  15. ^ Company law was introduced in Malta by the Commercial Partnerships Ordinance of 1962. The Register originally came under the Commerce Department, a Government department. It became a part of the Malta Financial Services Authority in 1997 following the introduction of the new Companies Act in 1995.
  16. ^ LEĠIŻLAZZJONI MALTA (30 April 2018). "MALTA BUSINESS REGISTRY (ESTABLISHMENT AS AN AGENCY) S.L. 595.271". legislation.mt. Archived from the original on 2022-03-08. Retrieved 2020-09-08.
  17. ^ "Operation of the business registry", UNCITRAL Legislative Guide on Key Principles of a Business Registry, UN, pp. 26–46, 2019-06-10, doi:10.18356/a7b39987-en, ISBN 978-92-1-047925-7, S2CID 242305632
  18. ^ "Malta Business Registry offices inaugurated by PM in Żejtun - The Malta Independent". www.independent.com.mt. Archived from the original on 2019-12-21. Retrieved 2020-09-09.
  19. ^ "Inauguration of Malta Business Registry - TVM News". TVM English. 28 June 2019. Archived from the original on 2022-03-11. Retrieved 2020-09-09.
  20. ^ "Company Register clean-up: 10,000 inactive companies deleted - TVM News". TVM English. 17 July 2020. Archived from the original on 2022-03-11. Retrieved 2020-09-22.
  21. ^ a b c "MBR's system overhaul a first step in enabling a digital ecosystem for Maltese companies – Kenneth Brincat". whoswho.mt. Archived from the original on 2022-03-11. Retrieved 2020-11-14.
  22. ^ a b "Annual Report 2019". Malta Business Registry. 2020-06-02. p. 5. Archived from the original on 2020-09-25. Retrieved 2020-09-24.
  23. ^ a b "10,000 companies taken off registry". Times of Malta. 18 July 2020. Archived from the original on 2020-07-20. Retrieved 2020-09-09.
  24. ^ "Malta removes 10,000 companies from Malta Business Registry". The Sovereign Group. 2020-08-26. Archived from the original on 2022-03-11. Retrieved 2020-09-22.
  25. ^ "Archived copy". Archived from the original on 2020-11-10. Retrieved 2020-11-10.{{cite web}}: CS1 maint: archived copy as title (link)
  26. ^ "The MBR publishes its 2019 Annual Report and Financial Statements". The Malta Business Weekly. 2020-06-18. Archived from the original on 2020-09-28. Retrieved 2020-09-24.
  27. ^ "Annual Report 2019". Malta Business Registry. 2020-06-02. Archived from the original on 2020-11-25. Retrieved 2020-11-14.
  28. ^ "Press Release: Dr. Geraldine Spiteri Lucas appointed as Registrar". Malta Business Registry. 2021-10-19. Retrieved 2022-03-16.
  29. ^ Staff Reporter (2021-10-19). "Dr Geraldine Spiteri Lucas appointed as MBR registrar". Newsbook. Retrieved 2022-03-16.
  30. ^ Spiter Lucas, Geraldine (31 December 2021). "Annual Report and Financial Statement & PWC independent auditors report" (PDF). Malta Business Registry (www.mbr.mt).
  31. ^ "Malta risks blacklisting as Moneyval exposes gaps in financial crime fight". Times of Malta. 12 September 2019. Archived from the original on 2020-09-04. Retrieved 2020-09-09.
  32. ^ "Malta". Committee of Experts on the Evaluation of Anti-Money Laundering Measures and the Financing of Terrorism. Archived from the original on 2020-10-29. Retrieved 2020-09-09.
  33. ^ "Malta downgraded by OECD over tax transparency concerns". Times of Malta. 9 September 2020. Archived from the original on 2022-03-11. Retrieved 2020-09-14.
  34. ^ Bonnici, Julian (2020-09-10). "Seven Years Of Inaction Downgrades Malta's Tax Transparency Rating: What That Means For The Country". Lovin Malta. Archived from the original on 2020-09-26. Retrieved 2020-09-19.
  35. ^ "Global Forum on Transparency and Exchange of Information for Tax Purposes: Malta 2020 (Second Round) | READ online". OECD iLibrary. Archived from the original on 2020-10-17. Retrieved 2020-10-16.
  36. ^ a b Baldacchino, Peter J.; Duca, Nirvana; Tabone, Norbert; Grima, Simon (2020-04-05). "Corporate Governance Transparency in Small Listed Entities: The Case of Malta". European Research Studies Journal. XXIII (2): 23–44. doi:10.35808/ersj/1578. Archived from the original on 2020-12-03. Retrieved 2020-12-02.
  37. ^ Cremona, Marise (2012-03-15). Compliance and the Enforcement of EU Law. OUP Oxford. ISBN 978-0-19-163025-5. Archived from the original on 2022-03-11. Retrieved 2020-12-14.
  38. ^ "Transparency is a top priority for companies". Times of Malta. July 2020. Archived from the original on 2020-09-19. Retrieved 2020-09-09.
  39. ^ "Recent Amendments to the Companies Act Regulations". www.bdo.com.mt. Archived from the original on 2020-10-05. Retrieved 2020-09-14.
  40. ^ a b "Beneficial Ownership in Exchange of Information for Tax Matters", Beneficial Ownership in Tax Law and Tax Treaties, Hart Publishing, 2020, doi:10.5040/9781509923106.ch-007, ISBN 978-1-5099-2307-6, S2CID 242848960
  41. ^ GOVERNMENT OF MALTA (17 March 2020). "Malta Financial Services Oversight newsletter". Malta Business Registry confirms 1,654 companies struck off. Archived from the original on 16 September 2020. Retrieved 10 September 2020.
  42. ^ "Malta Business Registry to remove 10,000 inactive companies from registry - The Malta Independent". www.independent.com.mt. Archived from the original on 2022-03-11. Retrieved 2020-09-09.
  43. ^ maltawinds.com (2020-07-18). "The extensive process of striking off inactive companies begins". maltawinds.com. Archived from the original on 2020-08-16. Retrieved 2020-09-09.
  44. ^ "Company Register clean-up: 10,000 inactive companies deleted - TVM News". TVM English. 17 July 2020. Archived from the original on 2022-03-11. Retrieved 2021-01-08.
  45. ^ Cordina, John Paul (2021-02-14). "Fewer new companies, more liquidations in 2020". Newsbook. Archived from the original on 2022-03-11. Retrieved 2021-03-12.
  46. ^ "Alleged fraudster's ship servicing company never submitted audited accounts". theshiftnews.com. October 2, 2021. Archived from the original on 2021-10-15. Retrieved 2022-03-11.
  47. ^ Galea, Zachary (2022-12-01). "Malta Business Registry Updates Public Access to Beneficial Ownership Information". Mamo TCV. Retrieved 2023-02-03.
  48. ^ "In transparency blow, MBR limits access to company ownership records". Times of Malta. 25 November 2022. Retrieved 2023-02-03.
  49. ^ "European Council wants UBO registers re-opened for press and civil society". Retrieved 2023-02-03.
  50. ^ Council of the EU, Press release (7 December 2022). "Anti-money laundering: Council agrees its position on a strengthened rulebook". www.consilium.europa.eu. Retrieved 2023-02-03.
  51. ^ "Companies registry to detach from MFSA in few months". Times of Malta. 7 September 2018. Archived from the original on 2021-11-24. Retrieved 2022-03-11.
  52. ^ "Twegiba ghall-mistoqsija parlamentari numru 23250". pq.gov.mt. 12 November 2021. Archived from the original on 2021-11-24. Retrieved 2022-03-11.
  53. ^ "Malta Business Registry's €31m rent for bathroom showroom 'prohibitive' – Auditor General". theshiftnews.com. December 8, 2021. Archived from the original on 2022-01-22. Retrieved 2022-03-11.
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