Author: Oxana Gritsun, Corporate Administrator
Date: 22 November 2021
On the 26th of October 2021 the Department of Information (doi.gov.mt) published ACT No. LX of 2021 amending the Companies Act. The below summarizes the presented amendments which were passed by the House of Representatives at Sitting No.500. While some changes are more impactful than others, it is vital to have a clear understanding of the latest legislation in place.
1. Preliminary Provisions (Article 2)
The list of definitions now includes the term “electronic means” which covers electronic equipment for processing and storage of data.
In addition, all registration documents, which used to require the individual’s Passport/ID numbers should include the date of birth instead.
2. Amendment to the Contents of the Memorandum (Article 69)
The M&As shall now state the company’s email address while residential addresses may be substituted by correspondence addresses.
3. Registers of Residential Addresses (Article 123A)
A company is now expected to keep a register of all involved parties, including shareholders and directors, listing their names, residential and email addresses. In case of changes, they must be delivered to the Registrar within 14 days, accompanied by the respective form. This falls under the responsibility of director(s)/company secretary to provide this information to the authorities.
Failure to comply with the above will result in a €465.87 penalty unless the matter is not resolved within 1 month after receipt of notice from the Registrar. An additional penalty of €23.29 will apply daily if the requested information is not submitted/rejected by the Registrar.
4. Appointment, Removal and Casual Vacancies of Directors (Article 139 & 140)
Proposed directors must either personally sign the M&As or deliver a signed consent to the Registrar. Upon appointment, the director is required to declare that there are no circumstances which could lead to disqualification in any of the Member States.
If the Registrar becomes aware that the person is disqualified or does not hold an appropriate licence, the company must remove the director within 14 days and submit the respective removal form.
If the company fails to comply with the above, the Registrar will file an application in court. The hearing will be set within 30 days and concluded within the following 5 working days. All expenses related to the process must be covered by the company.
5. Disqualification for Appointment as Director or Company Secretary (Article 142)
Provision of directorship/company secretary by corporate service providers which do not hold the necessary authorisation by the Malta Financial Services Authority will lead to immediate disqualification.
Moreover, any disqualification in force or relevant information in this regard in another Member State will be considered and the Registrar may refuse the appointment of such legal/natural person.
6. Additional Duties of the Registrar (Article 401)
Before registering a new company or return, the Registrar may request any information that s/he deems necessary to ensure correctness and completeness of documentation.
Furthermore, s/he will deal with all aspects of online registration and filing, while full access to the Registrar’s website will be provided to competent authorities and subject persons.
Upon consulting with the Minister, the Registrar may issue procedures and guidelines for the implementation of the provisions, which are binding on companies and their officers.
Lastly, when processing personal data, the Registrar should implement appropriate technical measures and safeguards to ensure protection of rights and freedoms of persons involved.
7. Amendment to the Contents of the Annual Return Form (Seventh Schedule)
The email address of the company and the principal area of trading activity must now be also provided in the annual return.
Note: Fenlex Corporate Services Ltd. and Fenlex Management Services Ltd. are licenced by the Malta Financial Services Authority as Company Service Providers.
Should you require any further information or assistance on the matter, please do not hesitate to reach out to us personally on email@example.com
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