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Fenlex welcomes three new Directors to the Board

Fenlex welcomes three new Directors to the board – Claire Scicluna, Adrian Mercieca and Josef Pace, who have been part of the management team at Fenlex for a number of years. Their appointment to the Board of Directors is in line with the company’s vision and commitment to prepare the organisation for further growth and development, to recognise individual performance as well as strengthen its service provision and  governance by adding new blood that is experienced and qualified .

Claire Scicluna, holds a Bachelor of Commerce degree from the University of Malta, majoring in Management and Accounts and post-grad certification from The Chartered Governance Institute (CGI). She been working with Fenlex since graduating in 2006 and has risen through the ranks in various roles including head of operations and business development.

Adrian Mercieca holds an MBA from the University of Derby and a post grad Diploma in Strategic Management and Leadership from Pearson . He joined the organisation in 2008 and currently heads the Company Administration Department handling all corporate, compliance and banking matters.

Josef Pace is an Accountant by profession with a practice certificate in Auditing. He moved to Fenlex in 2017 after having held the position of CFO for many years with one of the big four firms in Malta. Josef is currently responsible for the Finance and Risk functions of the organisation

Practical Implications of Legislative Amendments Introduced by Act LX of 2021. New Form K and Incorporation Form.

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).

Form K

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.

Form K(1)

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 1^st 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 info@fenlex.com

©Fenlex Corporate Services Ltd. 2022

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.