Amendments to the Companies Act Proposed

Amendments are being proposed to the Companies Act, Chapter 386 of the Laws of Malta (the “Act”) through Bill No. 233 of 2021 (the “Bill”).

These amendments deal with the required qualifications for an individual to be a director of a company, the registration of electronic addresses and the obligation of every company to have a register of officers’ and shareholders’ residential address.

A key amendment being proposed in the Bill is that besides the registered office of the company, the electronic mail address of the company should also be provided in the memorandum of association. Moreover, if introduced, these proposed amendments would require the first directors of the company to provide a service address instead of a residential address in the memorandum of association.

While presently the Companies Act necessitates that every company should keep a register of its members, the proposed amendments suggest that companies should also keep a register of the registered addresses of its officers and shareholders. Such register would consist of particular details, including the name, residential address and electronic mail address of the company’s officers and shareholders. A copy of such register, together with any changes made thereto, are to be delivered to the Registrar of Companies (the “Registrar”) within 14 days of the change.

The Bill also proposes certain amendments to the provisions in the Companies Act relating to the appointment of directors. These amendments deal with certain prerequisites which must be met in order for a person to be appointed as a director of a company.

Moreover, the Registrar, through the proposed amendments, is granted the right to take certain steps in order to have an officer of the company removed when the Registrar becomes aware that such officer is disqualified or does not hold a licence in terms of the Company Services Providers Act where this is required.

Another amendment proposed in the Bill introduces an additional ground on which a person may be disqualified from being appointed as director or company secretary, being the lack of authorisation by the Malta Financial Services Authority to hold such office as a company service provider. This ground for disqualification applies when a director or company secretary is holding such office as a company service provider in terms of the Company Service Providers Act.

Lastly, the Bill also proposes the imposition of new duties on the Registrar.