Company Service Providers Rulebook – MFSA

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COMPANY SERVICE PROVIDERS

RULEBOOK

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II

CSP RULEBOOK

CONTENTS

INTERPRETATION ………………………………………………………………………………………………….1

CHAPTER 1 – GENERAL SCOPE AND HIGH-LEVEL PRINCIPLES ……………………………………….6

TITLE 1 – SCOPE AND APPLICATION ……………………………………………………………………………………………………………………………………………………………………… 6
TITLE 2 – H IGH-LEVEL PRINCIPLES………………………………………………………………………………………………………………………………………………………………………….. 7

CHAPTER 2 – AUTHORISATION OF COMPANY SERVICE PROVIDERS ………………………………..9

TITLE 1 – SCOPE AND APPLICATION ……………………………………………………………………………………………………………………………………………………………………… 9
TITLE 2 – THE AUTHORISATION REQUIREMENT FOR CSPS…………………………………………………………………………………………………………………………… 9
TITLE 3 – THE APPLICATION PROCESS ………………………………………………………………………………………………………………………………………………………………..12
TITLE 4 – AUTHORISATION CONSIDERATIONS…………………………………………………………………………………………………………………………………………………13
TITLE 5 – FITNESS AND PROPERNESS…………………………………………………………………………………………………………………………………………………………………..13
TITLE 6 – APPOINTMENT OF APPOINTMENT OF KEY FUNCTION HOLDERS/OFFICERS …………………………………………………………………..15
TITLE 7 – THE APPROVAL AND DEPARTURE PROCESSES FOR APPROVED PERSONS ………………………………………………………………………..18
TITLE 8 – APPROVAL OF QUALIFYING SHAREHOLDERS ………………………………………………………………………………………………………………………………19
TITLE 9 – CESSATION OF BUSINESS………………………………………………………………………………………………………………………………………………………………………20

CHAPTER 3 – ONGOING OBLIGATIONS FOR CSPS ……………………………………………………. 23

TITLE 1 – SCOPE AND APPLICATION ……………………………………………………………………………………………………………………………………………………………………23
TITLE 2 – GENERAL REQUIREMENTS …………………………………………………………………………………………………………………………………………………………………….23
TITLE 3 – NOTIFICATIONS AND PRIOR APPROVALS ……………………………………………………………………………………………………………………………………….24
TITLE 4 – FINANCIAL RESOURCES REQUIREMENT…………………………………………………………………………………………………………………………………………..25
TITLE 5 – INSURANCE REQUIREMENT…………………………………………………………………………………………………………………………………………………………………..25
TITLE 6 – G OVERNANCE ……………………………………………………………………………………………………………………………………………………………………………………………27
TITLE 7 – RISK MANAGEMENT ……………………………………………………………………………………………………………………………………………………………………………….29
TITLE 8 – COMPLIANCE……………………………………………………………………………………………………………………………………………………………………………………………..30
TITLE 9 – OUTSOURCING ………………………………………………………………………………………………………………………………………………………………………………………….31
TITLE 10 – PROCEDURES FOR THE REPORTING OF BREACHES ………………………………………………………………………………………………………………….33
TITLE 11 – CONDUCT OF BUSINESS OBLIGATIONS ……………………………………………………………………………………………………………………………………….34
TITLE 12 – RECORD KEEPING ………………………………………………………………………………………………………………………………………………………………………………….38
TITLE 13 – REP ORTING OBLIGATIONS …………………………………………………………………………………………………………………………………………………………………39

CHAPTER 4 – SUPPLEMENTARY RULES ………………………………………………………………….. 41

TITLE 1 – SCOPE AND APPLICATION ……………………………………………………………………………………………………………………………………………………………………41
TITLE 2 – SUPPLEMENTARY RULES FOR ALL CSPS PROVIDING THE SERVICES OF COMPANY FORMATION …………………………….41
TITLE 3 – SUPPLEMENTARY RULES FOR CSPS WHICH ACT AS DIRECTOR OR SECRETARY OF A COMPANY, A PARTNER IN
A PARTNERSHIP OR IN A SIMILAR POSITION IN RELATION TO OTHER LEGAL ENTITIES …………………………………………………………………..42
TITLE 4 – SUPPLEMENTARY RULES FOR CSPS ARRANGING FOR ANOTHER PERSON TO ACT AS DIRECTOR OR SECRETARY
OF A COMPANY, A PARTNER IN A PARTNERSHIP OR IN A SIMILAR POSITION IN RELATION TO OTHER LEG AL ENTITIES …..43
TITLE 5 – SUPPLEMENTARY RULES APPLICABLE TO CSPS WHICH ARE UNDER THRESHOLD CLASS A CSPS OR UNDER
THRESHOLD CLASS B CSPS ……………………………………………………………………………………………………………………………………………………………………………………44

I

CSP RULEBOOK

CHAPTER 5 – ENFORCEMENT AND SANCTIONS ……………………………………………………….. 45

TITLE 1 – SCOPE AND APPLICATION ……………………………………………………………………………………………………………………………………………………………………45
TITLE 2 – GENERAL ……………………………………………………………………………………………………………………………………………………………………………………………………..45

ANNEX 1 …………………………………………………………………………………………………………. 47

ANNEX 2 …………………………………………………………………………………………………………. 48

ANNEX 3 …………………………………………………………………………………………………………. 50

II

REVISIONS LOG

VERSION

DATE ISSUED

DETAILS

1.00

DD MM 2020

Rulebook Issued

CSP RULEBOOK

III

CSP RULEBOOK

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Act

Ancillary services

Applicant

Arranging

Auditor

Authorised Person

Beneficial Owner

By way of its business

CSP RULEBOOK

Interpretation

Refers to the Company Service Providers Act, Chapter 529 of the Laws of
Malta, as amended.

refers to those services, which are not regulated CSP Services in terms of
the Act and which are provided to a client by a CSP in the course of
providing CSP services in a manner which is ancillary and complementary
to such services.

refers to the person seeking authorisation under the Act.

In the context of paragraph (b) of the definition of Company Service

putting in order or providing for another person to act as a company
director, company secretary, partner or in a similar position in another
legal person. This includes the situation where a person who is employed
by or who is a director or shareholder of a CSP is selected by that CSP to
act as a director or company secretary or in a similar position to an entity
as part of the company services which the CSP provides to that entity.

Shall have the meaning as assigned to it in the Accountancy Profession
Act, Chapter 281 of the Laws of Malta, or regulations issued thereunder.

Shall refer to a person authorised under the Act.

Shall have the same meaning as assigned to it under Regulation 2 of the
Prevention of Money Laundering and Funding of Terrorism Regulations.

means that these activities must be provided by a person who either:

a) holds himself out as providing company services inter alia by
soliciting the services on offer to members of the public; or
b) provides company services on a regular and habitual basis; and
c)
is being directly or indirectly in receipt of remuneration or other
benefits for the provision of these services.

Provided that, with respect to (c) above, where the company services
being provided by a person are being remunerated through another
company which is associated or connected with the person providing
such services or which belongs to the same group of companies, then
the provider of the services would still be deemed to be receiving indirect
remuneration for the services it offers and provided that it meets one of
the criteria mentioned in (a) and (b) above, it would be subject to
authorisation in terms of Article 3 of the Act.

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CSP RULEBOOK

Further to the above, the following factors shall, inter alia, indicate that a
particular activity is being undertaken by way of business:

a) the amount of time taken to fulfil the responsibility is considered

b) the individual has no other form of employment;
c) the level of income received (both in terms of the quantum and

significant;

significant;

d) the existence of a business relationship through which habitual

or frequent or regular appointments are introduced;

e) the

is

receiving

individual
benefits/benefits in kind;
the individual claiming business expenses within his own tax
return;

significant non-financial

f)

g) the individual offering or providing more than one type of

company service; and

h) the turnover of engagements is considered significant.

These indicators represent a non-exhaustive list of considerations and the
Authority would urge individuals either currently undertaking or
contemplating commencing CSP activities, who remain unsure as to
d test, to discuss
their specific circumstances with the Authority. Furthermore, these
indicators are not cumulative; however, the greater the number of

n would be made by the Authority.

A company service provider authorised to provide, by way of its business,
the following services to third parties: (i) formation of companies or other
legal entities; and, or (ii) provision of a registered office, a business
correspondence or administrative address and other related services for
a company, a partnership or any other legal entity.

A company service provider authorised to provide, by way of its business,
the service to third parties of acting as, or arranging for another person to
act as director or secretary of a company, a partner in a partnership or in
a similar position in relation to other legal entities.

A company service provider authorised to provide, by way of its business,
all of the services of a company service provider specified in the definition
of “company service provider” contained in article 2(1) of the Act.

Means any natural or legal person to whom a CSP service is provided.

persons who by way of business provide any of the following services to
third parties:

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Class A CSP

Class B CSP

Class C CSP

Client

Company Service Provider