On the 26th October 2021, Act LX of 2021 (the ''Amendment Act'') was enacted, introducing a number of amendments to the Companies Act (Chapter 386 of the Laws of Malta) (the "Companies Act"). The salient features of the main amendments introduced by means of the Amendment Act are set out below.
Information to be included in documents provided to the Registrar of Companies for registration
Documents to be provided to the Registrar of Companies for registration which contain the name and residence of a person will now also need to include that person's date of birth in the case of a natural person, or the company registration number in the case of a body corporate.
The subscribers, first directors and the first company secretary or secretaries who are natural persons may provide a service address instead of a residential address in the memorandum and articles of association of a company submitted for registration. In addition, the e-mail address of the company shall now need to be included. Having said this, the residential addresses of shareholders, directors and company secretaries shall still be required by the company for inclusion in the new register of registered addresses of officers and shareholders as set out below.
Register of registered addresses of officers and shareholders
In addition to the statutory registers which companies are already required to keep and maintain, companies shall now also be required to keep a register of the registered addresses of their officers and shareholders, containing details such as their name, usual residential address and e-mail address, which register shall need to be delivered to the Registrar of Companies, together with any changes made thereto and accompanied by the relevant statutory form within 14 days of any change. This register will also need to be submitted to the Registrar of Companies whenever a statutory Form K notifying a change in director or company secretary is submitted.
Appointment and disqualifications of directors
A person shall not be capable of being appointed as a director, unless he has personally signed the memorandum indicating his consent to act as director or has signed and delivered to the Registrar of Companies his consent in writing to act as director. Previously, this was a requirement solely in the case of public companies but has now been extended to also apply to private companies.
Upon appointment as a director, such person shall be required to declare whether he is aware of any circumstances which could lead to a disqualification from appointment or to hold office as a director. Where the Registrar of Companies informs the company that an officer is disqualified to act or does not hold a licence in terms of the Company Service Providers Act, the company will be required to remove such person as director and file the relevant statutory form with the Malta Business Registry. In default, the Registrar of Companies shall file an application in court for removal.
The Amendment Act also provides a further criterion for which a person shall be disqualified from being appointed as director or company secretary. This new ground for disqualification arises when the relevant person is holding such office as a company service provider without the necessary authorisation. In addition, the appointment of a director may also be refused by the Registrar of Companies where such person would be disqualified from acting as a director in any other EU member state.
New duties of the Registrar of Companies
The Amendment Act also introduces new duties of the Registrar of Companies, including the duty to take all steps, prior to registering a new company or return, and require such information or documentation necessary to ascertain the individuals' identification and the correctness of the information submitted and to provide competent authorities and subject persons (as defined in the Prevention of Money Laundering and Funding of Terrorism Regulations) with full access to the website maintained by the Registrar of Companies.
The Amendment Act has not yet come into force and we are awaiting publication of the relevant notice in the Government Gazette for these new changes to take effect.
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.
