News

Law Booth with Fenlex

In this second Fenech & Fenech Advocates Law Booth podcast episode Romina Camilleri, Compliance Officer at Fenlex and Karl Diacono, CEO and Director of the Group discuss the regulatory challenges currently faced by Corporate Services Providers.

Law Booth is Fenech and Fenech Advocates’ latest initiative. This Podcast will tackle different topics that are of relevance to the practice areas of the Firm and its associated company, Fenlex Corporate Services Limited. Each episode will feature our seasoned professionals engaging in interesting discussions and debates relative to the legal and corporate world.

Listen to the podcast here: bit.ly/3g8CeiX

 

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.

 

Welcome Home Perseverance I

Perseverance I now delivered to its owner in Malta . This brand new Baltic yacht shall soon be made available on the Charter Market .

Fenlex provides comprehensive corporate services to super yacht owners.

#wearefenlex

Fenlex in collaboration with CMBS

Fenlex Corporate Services Ltd. is pleased to announce a collaboration with Central Mediterranean Business School which offers accredited training programmes including ACCA’s Accelerated Work Study Programme.

The ACCA Accelerated Work Study Programme allows students to be in active employment with Fenlex while continuing their ACCA studies. This therefore allows students to gain hands on work experience whilst still building their knowledge and expertise.

Should you be interested in starting your Accounting career with Fenlex contact our HR Department on hr@fenlex.com.

Fenlex assists with sailing yacht Perseverance I acquisition

We are proud to have played a part in the process to acquire, build and deliver to client a brand new custom built Baltic 117 (35.8m) sailing yacht, Perseverance I. The yacht is designed by Dykstra Naval Architects who have described the yacht as “a pilot cutter with timeless elegance”. The interiors, designed by deVosdeVriesDesign, are described as ‘light and contemporary’ interior using stained oak, dark bog oak trims and ‘industrial chic hardware’. The yacht is loaded with the latest technology available with electric diesel engines for silent cruising and smart cabins to minimise and recycle energy used. The yacht will cater for 8 guests and 6 crew.

The yacht shall be registered by our colleagues at Fenech and Fenech Marine Services under the Malta Flag and is expected to arrive in Malta in the latter half of September. Sea trails and testing have shown her to not only be extremely comfortable but an exceptionally fast yacht as well. The yacht will be available for charter after delivery.

#wearefenlex

Fenlex Corporate Services at Industry Talks by ASCS

Claire Scicluna – Director/Head of Compliance and Banking, Nadine Farrugia our Assistant Head of Accounts and William Cassar our Head of Tax Compliance recently participated in an Industry talk organised by ASCS whereby our team shared their personal experience within Fenlex and how the majors they selected complemented their roles today. The talk was intended to give students a practical idea of how their careers could develop after university.

The Responsibilities of iGaming Operators towards their Players

Author: Christian Farrugia, Senior Corporate Administrator

Date: 19 May 2021

In the local remote gaming sector, there is a somewhat common misconception that operators are at liberty to capitalize on their players’ inability to stop playing without any concern for their wellbeing, especially on those who are considered vulnerable. While gambling addiction and its consequences are very real, the idea that companies can blindly make the most out of their misfortunes is far from the truth. Today, we take a look at what measures are currently in place for this heavily regulated and monitored industry.

Player Protection Regulations and Directives

The Gaming Player Protection Regulations and the Player Protection Directive were both issued in 2018 as part of the overhaul of local gaming laws. Together (but not exclusively), they provide an overview of obligations imposed on locally licenced operators for the protection of those who register and place bets on their websites.

Before an operator can obtain a licence, it must first have in place several written policies and procedures that address their players, including advertising policies, how player funds are managed and how player complaints are handled. Subsequent (i.e. after a licence to operate is issued) audits are coordinated by the regulator to ensure that the operator has in fact implemented, maintained and updated the contents of its written policies and procedures, and continues to do so on an ongoing basis.

The terms and conditions, which form part of the pack of obligatory documents that the operator must retain, are to always be easily accessible and intelligible on the website. New registrants must accept them as part of their registration process and any changes must be communicated to players and accepted once more before they can continue playing. Game rules must also always be readily available on the company’s website.

Segregation of Players’ Funds

Players’ funds must always be kept segregated from the company’s own funds, in a separate ring-fenced player’s account. These monies cannot be attacked by the company’s creditors, and the financial institution with which the account is held must provide a written declaration confirming that it will not enforce or execute any claim against the players’ account and it will not combine it with any other accounts in respect of any debt owed to it by the company.

Players will always have a right to their available balances, which must always be clearly shown on the operator’s website, in the specified currency. Operators are also obliged to submit periodic reports to the regulator to show that, in the hypothetical scenario where all registered players were to withdraw all their balances at once, the operator would have the sufficient liquidity to comply with said requests. Any shortfalls must be made good for by the company through its own operating fund.

Player Complaints and Player Support

Operators must have a mechanism in place to handle and discuss player complaints in a timely manner. Players are also given the option to put forward their complaints with the regulator directly. In such instances, the regulator’s own player support unit would get in touch with the operator to have the matter addressed within a specified deadline. Said unit also has the right to escalate serious breaches to the authority’s compliance sector for further action.

Furthermore, operators must offer players the possibility to refer a dispute to an approved Alternative Dispute Resolution entity if the player does not feel satisfied with the conduct of the operator following the initial complaint. Contact details of the ADR entity should be made clear.

Problem Gambling

The company should also have the ability to detect potential problem gambling by training its staff to spot unsustainable or erratic gameplay and take the necessary actions to get in touch with the player and, if need be, suspend further play. Links to problem gambling and support websites should always be available on the website and players should also have access to means to help them determine whether they have a gambling problem or not.

Other obligatory features on the website include the ability to self-impose certain limits, on for example the amount of time one can play, the amount of bets one can place or the maximum amount of losses a player can incur, within a specific period of time. If a player decides to increase a limit to continue playing, said increase will only come into effect after a “cooling-off” period, which allows the individual to mentally break away from a potentially damaging momentum of continuous betting. A decrease in limits (therefore reducing exposure) should take immediate effect.

Players should be able to opt for a “reality check”, which is when the website provides periodic pop-ups to remind the client of how long he has been continuously playing, how much has been wagered and won/lost. The payer would need to manually close this pop-up as a way of acknowledging the content. Full-screen games must always display a real-time clock.

Another feature is self-exclusion, where a player who is feeling vulnerable can opt to exclude himself from playing any further, temporarily or permanently. During this period, the website would allow the player to log in and view general information and gameplay history but cannot accept any further bets. Furthermore, no marketing material can be distributed to the player during this time. This also applies to companies with more than one brand; if the player excludes himself via one brand, it becomes effective across the board.

The above is by no means an exhaustive list of measures one must take to protect players’ welfare but provides an indication of the extent that this is integrated into the day-to-day management of any licenced gaming operation.

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.