On the 28th June 2021, the Companies (Amendment) Bill (Bill 233 of 2021) had its first reading in Parliament. This Bill seeks to introduce a number of changes to Malta’s Companies Act and, if implemented, will require companies or their service providers to affect certain changes to their corporate documentation.

The main changes that the Bill seeks to introduce are discussed in greater detail below.

1. An email address will need to be included in a company’s Memorandum of Association (MoA) alongside its registered office

At present, companies need only include a registered address in their MoA. The Bill will require companies to also specify an email address in their MoA. It is not yet clear if such email address will be publicly available on the Malta Business Registry’s website.

2. The MoA may now include a “service” address for directors

Currently, the Companies Act requires directors to specify their residential address in the MoA. The Bill will allow directors to instead disclose a service address, where official correspondence will be sent.

3. Introduction of a new register of residential and email addresses of company officers and shareholders

The Bill seeks to introduce a new article in the Companies Act that will require companies to maintain a register containing the name, residential address and email address of all officers and shareholders. It is prudent to note that the term "officer" does not only include a company’s directors and the company secretary, but also includes managers. Furthermore, the Bill will require directors and the company secretary to deliver a copy of this register to the Registrar of Companies and of any changes thereto within 14 days after the date on which the change is recorded with the company. This register will not be made available to the public.

4. Consent to being appointed as director

The Bill will extend the requirement currently applicable to public companies of directors signing the MoA or providing a letter to the Registrar signifying their consent to be appointed directors to also cover private companies. Furthermore, prior to being appointed as a director of a company, one will be required to declare to the Registrar, in the prescribed form, whether they are aware of any circumstances which could lead to their disqualification from appointment or to hold office as a director of a company under the provisions of the Companies Act or in another EU Member State. It is not clear how practical this requirement will be, as anyone who is seeking to be appointed as a director would not be doing so if this were the case.

5. Right to request removal of director who is disqualified or not authorised to sit as a director in terms of the Company Service Providers Act or is otherwise exempt

The Bill will grant the Registrar of Companies new powers to request the removal of any officer of a company that is either disqualified, does not hold the necessary licence issued under the Company Service Providers Act or who is otherwise exempt. Such removal must be executed by the company within 14 days, otherwise the Registrar may file an application in court requesting the removal of such officer from office.

The Bill sets an expedited time-frame of 30 days for the hearing of the case in court. The court must then decide on the case within 5 working days from the date fixed for the original hearing of the application. Moreover, the Bill provides that the expenses shall be borne by the company (irrespective of the outcome of the hearing).

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