On the 26 October 2021, Maltese Parliament enacted Act LX of 2021, which includes a number of amendments to the Companies Act. Such amendments are aimed at enhancing transparency of information concerning directors and shareholders of companies registered in Malta. The changes impose a number of obligations on both Corporate Service Providers as well as officers of Maltese companies.
A summary of the main amendments is the following:
- Where a document, that is subject to registration with the Malta Business Registry (MBR), is required to state the name and address of a person, such address may be either the residence or service address of such person. Such document also requires the date of birth in the case of a natural person or the company registration number in the case of a body corporate to be included;
- The Memorandum of Association of a company shall include the email address of the company, and shall furthermore include either the residence or service address of the officers and shareholders of the company;
- All companies have a new obligation to keep a new register which has been introduced for the purposes of recording the residential addresses of company officers and shareholders, which must include the following particulars:
- the names of all the company’s officers and shareholders;
- the email address of all the company’s officers and shareholders; and
- the usual residential address of all the company’s officers and shareholders, provided that if any such address is the same as the service address, the register of the residential addresses need only contain an entry to this effect.
Companies are required to deliver to the Registrar, a copy of such register and any changes thereto, within 14 days after the date on which the change is recorded with the company, accompanied by the relevant statutory form. Every officer of the company who is in default shall be liable to a penalty of EUR465.87, unless the default is remedied within 1 month from the receipt of a notice of default sent by the Registrar, plus a daily penalty of EUR23.29 for every day until any such default subsists. The register of the residential addresses of the company’s officers and shareholders shall only be used by the Registry for regulatory purposes and shall not be open for public inspection.
- Directors seeking to act as a director of a private company must either give their consent in writing or be required to sign the Memorandum and Articles of Association. This requirement was previously applicable only to the appointments in public companies.
- Upon being appointed directors of a company, such persons shall now be required to declare to the Registrar, in the prescribed form, whether they are aware of any circumstances that could lead to their disqualification either from appointment or to hold office as directors of a company under the provisions of both the Malta Companies Act or under any other laws of other EU Member States;
- The disqualifications for appointment or to hold office as a director or company secretary of a company have now increased so as to include circumstances wherein a person is holding such an office without having obtained the necessary authorisation by the MFSA to provide such a service in terms of the Company Service Providers Act (CSP Act).
- The Registrar has been granted additional powers as follows:
- Where the Registrar becomes aware that an officer of a company is disqualified or does not hold a licence under the CSP Act (if required), the Registrar shall inform the company and the company shall be required to proceed with the removal of such person from his post and to submit the required statutory form to the Registrar for registration within 14 days of the said removal. In default, the Registrar shall file an application in court requesting the removal of such officer from office. Any associated expenses will be borne by the company;
- Any disqualification in force or any information relevant for disqualification in another EU Member State, shall be taken into account, and the Registrar may refuse the appointment of a person as a director of a company where, at the time, such person would be disqualified from acting as a director in another EU Member State;
- Prior to registering a new company or statutory return, the Registrar shall take such steps and require such information or documentation as may be deemed necessary, in order to ascertain an individual’s identification, and the correctness of all information submitted;
- If the information required to be submitted to the Registrar in terms of the new register of residential addresses is not submitted, or if the Registrar is not satisfied that the company has provided accurate and up to date information on its officers and shareholders as required in terms of the Companies Act, the Registrar shall refuse to register any change in the officers or shareholders of the company in question;
- The Registrar shall provide competent authorities and subject persons, as defined in the Prevention of Money Laundering and Funding of Terrorism Regulations, with full access to the website maintained by the Registrar, including but not limited to access by an application programming interface;
