The Companies Act (System of Interconnection of Registers) Regulations, which were issued by means of L.N. 202 of 2017, have been amended by L.N. 423 of 2021 (the Companies Act (System of Interconnection of Registers) (Amendment) Regulations). The 2017 Regulations, focusing on the interconnection of central, commercial and companies registers, served to implement EU Directive 2012/17/EU (now repealed and replaced by EU Directive 2017/1132). The new amendments are in force and primarily relate to discrepancies in information, certified true and authenticated copies of documents being obtained from the Registrar of Companies through an application, fees, the provision of company-related information and the strengthening of the interconnection of registers system.
While these changes are not particularly extensive, they may increase access to information and documents while still respecting standards for the security of data transmission. This is certainly beneficial for practitioners. The amendments also encourage greater exchange of information between registers, which is favourable to practitioners working with foreign and/or EU clients.
The most significant amendments include the following:
- The Registrar must take the necessary measures to avoid any discrepancy between the documents and information (which he is required to retain and register) contained in (a) the file and the register; and (b) the register and the Gazette or website as maintained by him. In the case of discrepancy, the documents and information found in the register shall prevail.
- Copies of any or part of the documents referred to above may be obtained from the register by the public following an application which may be submitted to the Registrar by paper or electronic means. The copies will be supplied as certified true copies and authenticated by means of trust services, as referred to in Regulation (EU) No 910/2014, when supplied electronically. The Registrar may charge a fee in this respect.
- The list of particulars that shall be made available free of charge has expanded to include (a) the company's EUID, (b) the details of the company website (if present in the Registrar's records), (c) the status of the company, (d) the object or principal trading activity of the company, (e) the particulars of persons vested with the legal or judicial representation of the company, and an indication as to whether they can act solely or jointly, and (f) information on any branches opened by the company in other Member States (including name, registration number, EUID, and the Member State where the branch is registered).
- Information on the lodging and termination of any winding up or insolvency proceedings and on the striking off of a company name shall still be made available through the register of the company through the system of interconnection of registers without delay, but will no longer be free of charge.
- When registering a branch of a company that is established in another Member State, the Registrar shall be able to verify the information about the company through the system of interconnection of registers.
- A new provision has been added (Regulation 8), providing for the exchange of information between registers, which particularly pertains to the Registrar. Further duties and powers of the Registrar are established here. For example, the Registrar, through the system of interconnection of registers, shall reply to a request from another Member State for information relevant to the disqualification of directors. Other duties, inter alia, relate to branches (of Maltese companies) established in another Member State and branches (of companies established in another Member State) which are established in Malta.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.