The Companies (Amendment) Act, 2021 [ Act LX of 2021] amending certain aspects of the Companies Act (the “Act”).
On the 26th October 2021, Act LX of 2021 was duly published. Service providers and company officers must be aware of these new requirements and all the information that must be provided to the Registrar of Companies (“the Registrar”) on the coming into force of these new rules.
Apart from the registered office of the Company, the Memorandum of Association (“M&A”) is also required to state the e-mail address of the Company. This amendment has also led to a change in the Annual Return that is to be submitted to the MBR on an annual basis. The Company now needs to list the email address together with the principal area of its trading activity;
Whereas so far the M&A was required to include details as to the residential address of the directors, company secretary and the shareholders, there is now the option to include the service address as an alternative to their residential address. This change implies that the residential address of the officers and shareholders will no longer need to be made publically available on the MBR website.
The Amendment Act imposes a new condition on companies to include identification details pertaining to date of birth, in the case of natural persons and to the company registration number, in the case of companies. This shall apply to all documents which are to be delivered to the Registrar for registration.
Every company shall keep a register of the residential addresses of its officers and shareholders. Such register should include up to date information about the residential address and e-mail address of all the officers and shareholders of the Company. Directors shall be required to deliver this register to the Registrar within 14 days of any recorded change and ensure that an updated copy of this Register is submitted whenever there is a change in members or company officers. If the directors fail to comply with this requirement, they shall have a month to remedy the situation, after which penalties will be incurred.
A significant change regarding the appointment of new directors has also been introduced. The new amendment requires a director to personally sign the M&A of the Company indicating his consent to act in that capacity. Alternatively, a director may sign and deliver a consent in writing to the Registrar for registration to act as a director. . Whereas such requirement has already been in place with respect to Public Companies, this requirement has now been extended to persons being appointed director of private companies.
Moreover, through the introduction of Article 139(4) to the Principal Act, a newly appointed director will be required to declare by prescribed form whether he is aware of any circumstances which might result in his disqualification under the provisions of the Principal Act or in any other Member State.
Where the Registrar becomes aware that an officer of a company is disqualified or does not hold an MFSA CSP licence (if required), the Registrar shall inform the company and request it to remove the director and report back within 14 days. If the company does not comply, the Registrar is empowered to file a court application requesting the removal of such officer at the company’s expense.
The Registrar has also been vested with additional