S.L. 123.127 Art. 2Definitions.

In these regulations, unless the context otherwise requires -

"arrangement" includes -

(a) any agreement, convention, protocol or EU Directive pursuant to which Malta may cooperate on tax matters with another jurisdiction through the exchange of information; and

(b) any administrative agreement or memorandum of understanding reached between the competent authority of Malta and the competent authority of another jurisdiction with which an arrangement referred to in paragraph (a) of this definition is in place, provided that such administrative agreement or memorandum of understanding is not contrary to the said arrangement;

"authorised representative" means any official who is authorised to directly exchange information pursuant to an arrangement;

"beneficial owner" means any natural person or persons who ultimately own or control the customer and, or the natural person or persons on whose behalf a transaction or activity is being conducted and, or:

(a) in the case of an entity, the beneficial owner shall consist of any natural person or persons who ultimately own or control that entity through direct or indirect ownership of twenty-five (25%) per centum plus one (1) or more of the shares or more than twenty-five (25%) of the voting rights or an per centum ownership interest of more than twenty-five per (25%) in that, including through bearer share centum holdings, or through control via other means, other than a company that is listed on a regulated market which is subject to disclosure requirements consistent with European Union law or equivalent international standards which ensure adequate transparency of ownership information:

Provided that a shareholding of twenty-five per centum (25%) plus one (1) share or more, or the holding of an ownership interest or voting rights of more than twenty-five (25%) per centum in the customer shall be an indication of direct ownership when held directly by a natural person, and of indirect ownership when held by one or more body corporates or body of persons or through a trust or a similar legal arrangement, or a combination thereof:

Provided further that if, after having exhausted all possible means and provided there are no grounds of suspicion, no beneficial owner in terms of this paragraph has been identified, the beneficial owner shall be the natural person or persons who hold the position of senior managing official or officials, and record of the actions taken and any difficulties encountered to determine who the beneficial owner is in terms of this paragraph shall be kept.

(b) in the case of express trusts the beneficial owner shall consist of:

(i) the settlor or settlors;

(ii) the trustee or trustees;

(iii) the protector or protectors, where applicable;

(iv) the beneficiaries, or the class of beneficiaries as may be applicable; and

(v) any other natural person exercising ultimate control over the trust by means of direct or indirect ownership or by other means;

(c) in the case of legal entities such as foundations, and legal arrangements similar to trusts, the beneficial owner shall consist of the natural person or persons holding equivalent or similar positions to those referred to in paragraph (b);

"competent authority" means the authority which has been designated as such by a jurisdiction with regard to an arrangement;

"data breach" means a breach of security leading to destruction, loss, alteration or any incident of inappropriate or unauthorised access, disclosure or use of information, including but not limited to personal data transmitted, stored or otherwise processed, as the result of deliberate unlawful acts, negligence or accidents. A data breach may concern the confidentiality, availability and integrity of data; "entities" includes any body of persons that -

(a) is resident in Malta;

(b) is created under Maltese law,

(c) has a permanent establishment in Malta;

(d) is a property company or a property partnership; or

(e) is required to be registered, to be licensed or otherwise authorised in order to conduct business in Malta;

"EU Administrative Cooperation Directive" means Council Directive 2011/16/EU of 15 February 2011 on administrative cooperation in the field of taxation and repealing Directive 77/799/ EEC as amended by Council Directive 2014/107/EU, and Council Directives (EU) 2015/2376, 2016/881, 2018/822, 2020/876, 2021/514, 2023/2226 and 2025/872;

"express trust" means a trust created voluntarily and intentionally, either orally or in writing -

(a) inter-vivos by the settlor executing an act or instrument of settlement made between the settlor and the trustees under which the settlor transfers assets to the trustees to hold subject to the terms of the trusts set out therein;

(b) by the settlor transferring assets to the inter-vivos trustees and the trustees executing a declaration of trust (to which the settlor is not a party) whereby the trustees acknowledge that they hold the assets subject to the terms of the trusts set out in the instrument; or

(c) on death by the will of the testator taking effect, whereby the testator’s executors are directed to transfer all or part of the testator’s estate to trustees (who may be the executors) to hold subject to the trusts set out in the will; "FATCA Agreement" means the Agreement between the Government of the Republic of Malta and the Government of the United States of America to Improve International Tax Compliance and to Implement the Foreign Account Tax Compliance Act, in accordance with the Schedule to the Exchange of Information (United States of America) (FATCA) Order;

"FATCA Regulations" means regulations 23 to 34, inclusive of both regulations;

"group request" means a request for information on a group of taxpayers, without naming such persons individually: provided that such request does not constitute a fishing expedition, that is to say the request is not in the form of a speculative request that has no apparent nexus to an open inquiry or investigation;

"joint audit" means an administrative enquiry jointly conducted by the competent authority in Malta and the competent authority of another one (1) or more Member States, and which is linked to one (1) or more persons of common or complementary interest to the competent authorities of those Member States;

"partnership" means any kind of partnership that is not a company;

"public collective investment scheme" means any collective investment scheme provided the units, shares or other interests in the scheme can be readily purchased, sold or redeemed by the public. Units, shares or other interests in the scheme can be readily purchased, sold or redeemed "by the public" if the purchase, sale or redemption is not implicitly or explicitly restricted to a limited group of investors; "publicly traded company" means any company whose principal class of shares is listed on a stock exchange in Malta provided its listed shares can be readily purchased or sold by the public. Shares can be purchased or sold "by the public" if the purchase or sale of shares is not implicitly or explicitly restricted to a limited group of investors. For the purpose of this definition "principal class of shares" means the class or classes of shares representing a majority of the voting power and value of the company;

"requesting authority" means the competent authority of a jurisdiction with which Malta has an arrangement that is in place; "share warrants" means a warrant to bearer referred to in article 121 of the Companies Act; "tax" shall have the meaning found in the relevant arrangement that is in place with another jurisdiction.