Salient features introduced/amended by the Act

Information required to be included in the Memorandum of Association

By way of a new requirement, apart from the registered office of a Company, the memorandum of association is also required to state the e-mail address of the Company.

Another introduction is that, whereas so far, the memorandum of association was required to include details as to the residential address of the directors, the company secretary and the shareholders, there is now the option that the memorandum of association includes a service address for such persons rather than their residential address.  It is to be noted that, where this new option is availed of, it will be the service address rather than the residential address that is published in the online records of the Malta Business Registry and available to the public.

Introduction of requirement to maintain a new register of officers and shareholders

In view of the option granted above, Companies are now required to create a separate Register of Officers and Shareholders, that is required to include up to date information about the residential address and e-mail address of officers and shareholders of the Company.  This register needs to be submitted to the Registry of Companies but will not be accessible to the public.

The officers of a Company are also required to maintain such register updated on a regular basis and to notify the Registrar of any changes to such register within 14 days from the date when the change is recorded by the Company. 

Non-compliance with these requirements allows the Registrar to refuse notices filed as to changes among officers and shareholders, and also allows the Registrar to impose penalties starting from €465.87 for the mere default and a daily penalty of €23.29 for as long as the default subsists.

Additional requirements for appointment and qualification of directors

By way of a new requirement, persons to be appointed directors of private Companies are now also required to express their consent to be so appointed as directors (either by signing the Memorandum of Association itself or otherwise by specifying their consent in writing to the Registrar).  Whereas such requirement has already been in place with respect to the appointment of directors of public Companies, this requirement has now been extended to persons being appointed directors of private Companies.  Additionally, such persons must also make a declaration confirming that, according to their knowledge, there is no circumstance which could lead to their disqualification from holding such office either under the Companies Act or otherwise in any Member State.

Act LX of 2021 – Amendments to the Companies Act

Additional powers and duties of the Registrar

The Registrar has also been vested with additional powers.  And indeed in line with the abovementioned requirements, the Registrar has been vested with the power of refusing the appointment of a person as director of a Company where the Registrar is in possession of information that such person is disqualified from acting as a director in another Member State.

The Registrar has also been vested with additional powers in the instance where an officer of a Company is no longer qualified to hold office or has not obtained the required CSP license, and such person has neither voluntarily resigned nor been removed by the Company. In such instances, the Registrar may now initiate court proceedings at the expense of the Company requesting the removal of such officer.

To note that, by way of granting essential tools in the fight against money laundering and terrorist financing, the Registrar is required to grant access to competent authorities and subject persons (both as defined in the Prevention of Money Laundering and Funding of Terrorism Regulations) to the website maintained by the Registrar. 

The above is counterbalanced by the obligation of the Registrar, when processing personal data and acting as a controller of personal data, to comply with the principles relating to the processing of personal data as arising from EU legislation.

How can KPMG help?

KPMG may assist companies in the ongoing obligations arising from the Companies Act and may also assist in compliance with the requirements of the CSP Act.