Bill No. 233 of 2021 – Amendments to the Companies Act.

The objective of Bill No. 233 of 2021 is to effect certain modifications to the Companies Act (Chapter 386 of the Laws of Malta), which are mainly related to the qualifications required for a person to hold the role of a director of a company, as well as the registration of electronic addresses and the obligation of every company to have a register of officers’ and shareholders’ residential and electronic addresses.

Article 69(1)(d) of the Companies Act currently provides that the memorandum of association of a company is to state the registered office address of the company.  Under the proposed amendments, the memorandum of association will also need to state the electronic mail address of the company.  Furthermore, Article 69(1)(g) will also be amended to allow for the first director/s of the company to provide a service address rather than a residential address.

Another amendment is that relating to Article 123 of the Act whereby over and above the requirement for every company to keep a register of its members, there will be a further requirement for companies to keep a register of the registered addresses of its officers and shareholders.  Such a register is to record details such as the names of its officers and shareholders, the usual residential address of its officers and shareholders, and the electronic mail address of each of the company’s officers and shareholders.

As per the amendment, it shall be the duty of the directors and the company secretary to deliver a copy of this register to the Registrar of Companies within fourteen days of any change which may be made.

Another proposed amendment relates to Article 139 of the Act.  A person will not be capable of being appointed as a director of a company unless he has personally signed the memorandum of association of the company, thus indicating his consent to act as a director, or unless he has signed and delivered his consent in writing to act as a director, to the Registrar of Companies.  In addition, prior to being appointed as a director, the person proposed is to declare to the Registrar of Companies if he is aware of any circumstances which could lead to his disqualification from holding such office.

The proposed amendments also state that any person holding the office of a director or company secretary in terms of the Company Service Providers Act, without holding the necessary authorization from the Malta Financial Services Authority, shall not be qualified to be appointed or to hold such office.

The Bill also provides that should the Registrar of Companies become aware that an officer of a company is disqualified or does not hold a license in terms of the Company Services Providers Act, the Registrar is to inform the company of this, and the company is to provide for the removal of such officer within fourteen days of such notification, in default of which, the Registrar shall file an application in court requesting such removal.

Finally, the Bill includes new duties of the Registrar of Companies, including the duty to take all steps to ascertain that the information or documentation relating to the identification of individuals is correct, prior to registering a new company. 

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