Companies Act

New Obligations for Companies Under Bill 233 

by , on Nov 05, 2021 07:00:39 AM

Bill No. 233 of 2021 proposed several amendments to the Companies Act (Chapter 386 of the Laws of Malta). The amendments were focused on:

  • implementing additional requirements for a person holding the position of a Director in a company,
  • the registration of electronic addresses,
  • as well as the new obligations for companies and their officers.  

One of the newly implemented changes concerns Articles 69. In particular, under sub-article 1(d), the memorandum of every company shall include not only its registered office in Malta but also its electronic email address. Sub-article 1(g) allows first directors to disclose in the company’s memorandum information either about their residence address, or the service address. 

Another amendment is brought under Article 123 of the Companies Act where companies are obliged to keep a register of the residential addresses of their officers and shareholders; hence, include information about their names, usual residential address, and email addresses. The Directors and the Company Secretary must give the Registrar a copy of the register of the residential addresses of the company’s officers and shareholders and if need be any changes, within fourteen days after the date on which the change was made. In case the company fails to comply with this obligation, a penalty shall be imposed. 

The Bill also introduced amendments to Article 139 of the Companies Act. Specifically, one person can hold the post of Director only insofar he personally signed the memorandum, indicating his intention to act as such or has otherwise signed and delivered to the Registrar for registration a consent in writing to act as such. Prior to his appointment as a Director, such person must declare to the Registrar in writing that he is aware of any circumstances which could lead to his disqualification.  

With respect to Article 140 of the Companies Act, the Registrar is given full powers to inform the company and require the company within fourteen days to submit the removal of an officer who happens to be disqualified or does not hold a license issued by the Company Service Providers Act. In case the company fails to take any actions, the Registrar is allowed to file an application in court, requesting the removal of the person concerned.  

Article 142 of the Companies Act is amended in such a way so as people holding the office of a Director or a Company Secretary, in terms of the Company Service Providers Act, without having obtained the necessary authorisation by the Malta Financial Services Authority, shall not be qualified for appointment or hold office. In addition, the Registrar may refuse the appointment of a Director as long as there is a disqualification in force or information relevant for disqualification in another Member State, as well as when the Director was disqualified in another Member State.  

Bill No. 233 of 2021 further amended Article 401 as requiring the Registrar of Companies, before the registration of a new company, to take such steps and require such information or documentation as it deems necessary to ascertain the individuals’ identification and correctness of information submitted to him. Moreover, in compliance with the Prevention of Money Laundering and Funding Terrorism Regulations, full access to the website maintained by the Registrar, including but not limited to, access by an application programming interface must be given to the competent authorities. The Registrar has the obligation to deal with the online formation of companies, online registration of branches, and online filing of documents and information, whilst also being authorised to issue binding procedures and guidelines to companies and, or their officers following consultation with the Minister.  


Author: Stephanie Marinova