On the 26th October 2021, the Companies (Amendment) Act (the “Amendment Act”) was enacted in order to amend the Companies Act (Cap. 386 of the Laws of Malta) (the “Act”). From an overview of the amendments undertaken, it seems that the goal of the legislator was to modernise the Act in view of the developments and innovations in the corporate sector.
Moreover, the Amendment Act will bring in line the legislation with the current practices of the Malta Business Registry (“MBR”) as will be analysed below in our outline of the most relevant changes.
Article 69 – Contents of the Memorandum
The Amendment Act introduces the concept of the inclusion of ‘service addresses’ in addition to residential addresses in the memorandum of a company. Furthermore, in addition to the registered office address of the company, the memorandum is now required to also include the official electronic mail address of the company.
New Article 123A – Register of officers’ and shareholders’ residential addresses
Following the implementation of the Amendment Act, all companies are required to keep a register of the residential addresses and the electronic mail addresses of the officers and shareholders of the company. Companies are also required to submit a copy of such register to the MBR when necessary.
Article 139 – Appointment of Directors
The requirement for a director of a public company to sign the memorandum indicating his consent to act as a director has been extended to private companies as well. Alternatively, the relevant director may choose to sign and deliver a consent in writing to the registry in order to be duly appointed.
An additional provision has been enacted requiring directors to declare to the registry, in a prescribed form, whether they are aware of any circumstance which could lead to a disqualification from the appointment or to hold office as a director of a company under the provision of the Act or in another member state.
The registry has also been granted the power to file court proceedings to remove officers from their position within a company should they become disqualified or should they not hold a licence issued under the Company Service Providers Act. Prior to doing so, the registry will inform the company of the matter and require the company to remove the officer. Should the relevant company fail to do so, the registry may file an application in court requesting the removal of such officer.
Article 401 – Additional duties of the Registrar
The Amendment Act has extended the duties of the registry in the Act. One of these duties is in line with the already practiced online company formation facility the registry is responsible of. In fact, the new provision reads as following
“to deal with any aspect of online formation of companies, online registration of branches and online filing of documents and information”.
We invite you to contact us should you require any additional information on the changes made to the Companies Act.