Amendments to the Companies Act

Act No. LX of 2021

A number of amendments are being introduced to the Companies Act (Cap. 386 of the Laws of Malta) following the enactment of Act No. LX of 2021 on 26 October 2021. Some of these amendments are already in force as of 30 October 2021 through Legal Notice 417 of 2021.

The main amendments brought about by the Act relate to extending the qualifications and disqualifications to act as a director and introducing additional information which must be included in the Memorandum and Articles of Association (M&A) of Companies.

Some of the main amendments of the Act, once it is all in force, will include the following:

A. Additional Information

There is additional information that needs to be included in the M&A or else submitted to the Registrar of Companies. Namely:

  • Subscribers, directors and company secretaries shall have the option to use either their residential address or a service address. 

  • An email address for the company shall be included in its M&A.

  • In case of shareholders and officers of companies who are individuals, their date of birth will need to be inserted in any document which contains their details and which must be registered with the MBR.

  • In order for a person to be appointed as a director, such person must either personally sign the M&A indicating his consent to act as director or else he must sign and have delivered a written consent to that effect to the Registrar.

  • Upon being appointed as a director, a director shall declare to the Registrar, in a prescribed form (which is yet to be published), whether he is aware of any circumstances which could lead to a disqualification from appointment or to hold office as director under the Act or in another member state.

  • The email address of the company and the principal area of trading activity shall be included when completing that company’s annual return.

B. Register of Residential Address

Every company shall be required to keep a register of the residential addresses of the officers and shareholders stating the name, residential address and email of each officer and shareholder of the company. In this regard:

  1. Where the residential address of the officers or shareholders is the same as the service address, only an entry to that effect is required; alternatively where the service address is the company’s registered or principal office, no entry thereto will be required.

  2. A copy of the said register and any changes thereto shall be filed with the MBR within 14 days of the effective change together with the relevant statutory form. Such copy shall not be open for public inspection, however the Registrar shall store such a register and shall only be used for regulatory purposes. 

  3. In case of default, the officers have 30 days to rectify the situation, otherwise they would be liable to penalties.

  4. The Registrar shall refuse to register any changes if the required information is not submitted or is not accurate and up to date.

legal document

C. Qualifications to act as an officer

Directors and company secretaries being company service providers in the terms of the Company Service Providers Act (Cap. 529 of the Laws of Malta), are disqualified from holding office as directors or company secretaries unless they have been authorised to do so by the Malta Financial Services Authority. In this regard, in terms of the said amendments:

  1. The Registrar shall take into account any disqualification in force or information relevant for disqualification in another Member State and may refuse the appointment of a person to act as director of a company.

  2. A director shall be removed from office where he is disqualified or does not hold a licence issued under the CSP Act and the company shall notify the Registrar within 14 days from such removal by means of a statutory form.

  3. The Registrar shall file a court application requesting the removal of the director if the company fails to remove such an officer, whose hearing should take place within 30 days from the date of filing of the application.

As mentioned above, some of the amendments to the Act are yet to be enforced. It is the general understanding that the MBR will shortly be issuing guidelines in order to clarify some of the requirements that will need to be adhered to, once all amendments are enforced.