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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.

Latest Amendments to the Companies Act, Cap. 386

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 info@fenlex.com

©Fenlex Corporate Services Ltd.

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.