Author: Oxana Gritsun, Corporate Administrator
Date: 8 February 2022
Act LX of 2021 introduced various legislative amendments to the Companies Act, Cap. 386. Among others, these included required updates to the contents of Memorandum & Articles of Association of companies, inclusion of new definitions in preliminary provisions of the Act, changes in Annual Return Form and additional duties of the Registrar. For a detailed overview of the above-mentioned amendments, kindly click here.
This article is aimed to cover the practical implications of changes in relation to the appointment of directors (Article 139), namely the requirement on proposed directors to personally sign the M&As or, as an alternative, deliver a signed consent to the Malta Business Registry (the “MBR”) to hold office as such. In addition, the proposed directors shall declare whether they are aware of any circumstances, which could lead to disqualification from them holding office as director.
To put the above-mentioned requirements into practice, the MBR has incorporated these declarations into the respective statutory forms, namely an amended Form K and the newly introduced Form K(1).
The updated Form K is now divided into two sections (A and B). Section A replicates the original form, which can be signed by any eligible company officer, informing the MBR of any changes in directors, company secretary or legal representation of a company. The new section B is dedicated to director’s consent and declaration for appointment and can be only signed by the newly appointed director.
Form K (electronic filing)
In case of electronic filing via the Malta Business Registry’s online portal, a stand-alone Form K – Section B should be submitted. It will appear under Private Documents as “Declaration of Director/s in terms of Law”, while Section A will be generated through the online system.
This new form mirrors the same reporting obligations as section B of the amended Form K, however forms part of the required documentation upon the formation of a new company.
It is vital to note that as from the 1st February 2022, only these new statutory forms will be accepted by the Malta Business Registry.
Fenlex Corporate Services Ltd. and Fenlex Management Services Limited are licenced by the Malta Financial Services Authority and may also assist in submitting these forms with EU qualified digital signature as an alternative to wet-ink originals, which will expedite filings by non-resident directors. Should you require any further information or assistance on the matter, please do not hesitate to reach out to us personally on firstname.lastname@example.org
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Disclaimer │ The information provided on this Update does not, and is not intended to, constitute legal advice. All information, content, and materials available are for general informational purposes only. This Update may not constitute the most up-to-date legal or other information and you are advised to seek updated advice.