Malta’s Companies Act was amended, on 26 October, by Act LX of 2021 to introduce changes related to the qualifications required for a person to be 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 addresses.
All new directors, whether seeking to act as director of public or private companies, will now be required to submit their explicit written consent – either via the execution of the Memorandum of Association or via a separate consent in writing delivered to the Registrar of Companies in Malta – prior to their appointment. Previously this requirement was limited to public companies.
Upon being appointed director, that person must declare to the Registrar whether he / she is aware of any circumstances that may give rise to disqualification from appointment under the provisions of the Companies Act or the laws of another EU Member State.
The Registrar has further been empowered to request information and documents to ascertain an individual’s identity and the correctness of information, and to provide competent authorities and subject persons full access to the Malta Business Registry (MBR) website.
The Memorandum of a company must now list its electronic mail address, and this should also be included, together with the principal activity of the company, in the annual return that is submitted to the MBR.
Where a document, that is subject to registration with the Registrar, is required to state the name and address of a person, this may either be the residential or service address. Any such document will also require the date of birth in the case of a natural person or the company registration number in the case of a body corporate.
A new register of the residential addresses of all a company’s officers and shareholders has also been introduced, which must include the following:
- Name of all shareholders and officers.
- Usual residential address of each officer and shareholder (if the address is the same as the service address there only needs to be one entry).
- The electronic mail address of each shareholder and officer.
Directors are required to deliver this register to the Registrar within 14 days of any change in members or company officers, or whenever there is any change in existing personal details. Any officers or shareholders in default will be liable to a penalty of €465.87, unless the default is remedied within one month from the receipt of a notice of default sent by the Registrar. A daily penalty of €23.29 will also be applied for every day that such a default persists.
This register will only be used for regulatory purposes and will not be open for public inspection.