The Government of Malta has recently published Bill No. 233 which proposes a number of amendments to the Companies Act (Chapter 386 of the Laws of Malta). We have summarised below the main amendments which we can find in the Bill:
- Documents required to be delivered to the Malta Business Registry (MBR) for registration which contain the name and residence of a person now must also include that person’s date of birth (or registration number in case of a body corporate).
- The company must not only have its own registered office as required by law, but must also have its own e-mail address, which must be included in the M&A as well as in the company’s annual return each year;
- Company directors may choose to indicate a ‘service address’ in the company’s M&A of Association rather than their ‘residential address’ but the latter would still need to be given to the company in view of the new register of residential addresses that is to be kept.
- Companies will need to keep a register containing the names, residential addresses and e-mail address of all its officers and shareholders and to notify the MBR of any changes within 14 days. Penalties have been introduced for failure to keep the register and / or to notify the MBR within the stipulated time frame of any changes. The said registers will not be open to the public.
- Prospective directors of private companies (similar to public companies) will now also need to signify their consent before they can act as company directors. They must either sign the M&A of Association or provide a consent form to the MBR.
- All prospective directors will now also be required to submit a signed declaration to the MBR, stating that they are unaware of any circumstances which would disqualify them from acting as directors of a Malta company or of a company in another member state.
The bill also grants certain additional powers and duties to the registrar including:
- the power to not register changes in officers or shareholders if the information required by the Act with regards to the register of addresses was not submitted or he is not satisfied that the company has provided accurate and up-to-date information on its officers and shareholders;
- before registering any returns notifying a change in director, secretary or legal representative, the Bill gives the power to the Registrar to require such information as he deems necessary to ascertain the correctness of such returns or to ascertain that the requirements of the act have been complied with;
- the power to inform a company of any circumstances disqualifying a person from acting as its director, including if applicable where the director is not in possession of a CSP authorisation. The company will be required to remove the director and to submit the removal to the MBR within 14 days of the initial notification. If this is not done, the Registrar will have the duty to file a court application for the removal;
- the power to refuse the appointment of a director where such person would be disqualified from acting in any other EU member state;
- before registering a new company or return, the Registrar has been granted the duty and power to take all necessary measures to ascertain an individual’s identity and the correctness of the information submitted to him;
- the duty to provide competent authorities and subject persons as defined in the Prevention of Money Laundering and Funding of Terrorism Regulations with full access to the MBR website including by an application programming interface; and
- the duty to deal with any aspects of online formation of companies, online registration of branches and online filing of documents and information; and
- the authority to issue binding procedures and guidance to companies and their officers after making the necessary consultations with the Minister.
