ACT No. XVIII of 2024 AN ACT to amend the Companies Act, Cap. 386.

I assent.

(L.S.)

MYRIAM SPITERI

DEBONO

President

17th May, 2024

ACT No. XVIII of 2024

AN ACT to amend the Companies Act, Cap. 386.

BE IT ENACTED by the President, by and with the advice and

consent of the House of Representatives, in this present Parliament

assembled, and by the authority of the same, as follows:-

(1) The short title of this Act is the Companies Short title and

(Amendment) Act, 2024 and this Act shall be read and construed as commencement.

one with the Companies Act, hereinafter referred to as the "principal Cap. 386.

Act".

(2) Articles 213B, 213C, 213D, Part II of the Fourth Schedule

and the item regarding article 213C(4) of the Eleventh Schedule of the

principal Act shall come into force and are to apply to the undertakings

within the scope of the said provisions for the accounting periods

commencing on or after 22 June 2024.

Article 2 of the principal Act shall be amended as follows

Amendment of

article 2 of the

principal Act.

(a)

sub-article (1) thereof shall be amended as follows

(i)

immediately after the definition "auditor" there

shall be added the following new definition

" "beneficial owner" shall, unless otherwise stated, have

the same meaning assigned to it in the Prevention of

Money Laundering and Funding of Terrorism Regulations,

and "beneficial ownership" shall be construed

accordingly;";

(ii) immediately after the definition "notice" there

shall be added the following new definition

" "offer of securities to the public", unless otherwise

stated, shall have the same meaning assigned to it in the

Financial Markets Act;";

(iii) immediately after the definition "prospectus"

there shall be added the following new definition

" "Prospectus Regulation" means Regulation (EU) No.

2017/1129 of the European Parliament and of the Council

of the 14 June 2017 on the prospectus to be published

when securities are offered to the public or admitted to

trading on a regulated market, and repealing Directive

2003/71/EC, as may be amended from time to time, and

includes any implementing measures, implementing

technical standards, regulatory technical standards and

similar measures that have been, or may be issued

thereunder;";

(b) paragraph (b) of sub-article (3) thereof shall be

amended as follows

(i)

sub-paragraph (v) thereof shall be deleted; and

(ii) the third proviso thereof shall be substituted by

the following new proviso

"Provided further and without prejudice to

Articles 1(4) and 4 of the Prospectus Regulation,

offers of securities to the public shall be exempt from

the obligation to publish a prospectus, in accordance

with Article 3(1) of the Prospectus Regulation as

long as

(a) such offers are not subject to notification

in accordance with Article 25 of the Prospectus

Regulation; and

(b) the total consideration of each such offer

in the European Union and the EEA is less than a

monetary amount calculated over a period of twelve

(12) months which shall not exceed five million euro

(€5,000,000)

Provided further that in respect of offers

mentioned in sub-paragraph (vi) and in the third

proviso, an offeror may draw up a prospectus in

accordance with any applicable rules.".

Article 3A of the principal Act shall be amended as follows

Amendment of

article 3A of the

principal Act.

(a) in paragraph (u) thereof, the words "certain types of

undertakings hereinafter in this Act referred to as the

"Transparency Directive"," shall be substituted by the words

"certain types of undertakings;"; and

(b) immediately after paragraph (u) thereof, as amended,

there shall be added the following new paragraphs

"(v) Directive (EU) 2019/1151 of the European

Parliament and of the Council of 20 June 2019 amending

Directive (EU) 2017/1132 as regards the use of digital

tools and processes in company law, and Directive (EU)

2019/2121 of the European Parliament and of the Council

of 27 November 2019 amending Directive (EU) 2017/1132

as regards cross-border conversions, mergers and

divisions;

(w) Directive (EU) 2021/2101 of the European

Parliament and of the Council of 24 November 2021

amending Directive 2013/34/EU as regards disclosure of

income tax information by certain undertakings and

branches, hereinafter in this Act referred to as the

"Country-by-Country Reporting Directive",".

In sub-article (2) of article 79 of the principal Act, the word Amendment of

"printed" shall be deleted and immediately after the words "or any article

principal Act.

transfer or transmission of shares or any allotment of shares." there

shall be added the words "Where a copy of the memorandum and of

the articles of association, if any, is delivered to the Registrar by

electronic means, such electronic copy shall be authenticated in

accordance with article 82.".

Article 83 of the principal Act shall be substituted by the Substitution of

article 83 of the

following new article

principal Act.

"83. (1)(a)A company may by extraordinary resolution of

the general meeting reduce its issued share capital or

undistributable reserves, including for the purposes of creating a

distributable reserve. The provisions of this sub-article shall be

without prejudice to any higher percentage than that required for

an extraordinary resolution, as may be set out in the company’s

memorandum or articles of association.

(b) Without prejudice to the provisions of sub-article (9),

a reserve arising from the reduction of issued share capital or the

reduction of an undistributable reserve carried out in accordance

with sub-articles (1) to (3) shall be treated as authorised profit

for the purposes of Chapter XI of Title I of Part V of this Act.

(c) The notice convening the general meeting at which an

extraordinary resolution as referred to in paragraph (a) is to be

taken shall, in addition to the requirements laid down in article

135(1)(a), also specify the purpose of the reduction and the way in

which it is to be carried out.

(d) A reduction in share capital shall be void to the

extent that it reduces the capital to less than the minimum

prescribed by article 72.

(2) A copy of the resolution referred to in sub-article

(1)(a) shall be delivered by the directors or by the company

secretary to the Registrar for registration.

(3) A reduction of the issued share capital or of

undistributable reserves of a company shall take effect

immediately on the lapse of three (3) months from the date of the

publication of the statement referred to in article 401(1)(e)

Provided that if a creditor of the company whose debt

existed prior to the publication of the statement mentioned in this

sub-article objects thereto by sworn application filed within the

period of three (3) months reckoned as aforesaid and satisfies the

Court that due to the proposed reduction his claims would be

prejudiced and that no adequate safeguards have been obtained

from the company, the Court shall either uphold the objection or

allow the reduction on sufficient security being given.

(4) The Registrar of Courts shall without delay cause a

copy of any application filed in accordance with sub-article (3)

and of any decision given thereon to be served on the Registrar

for registration.

(5) The total or partial waiving of the unpaid part of the

issued shares and the release of the holders of those shares from

their obligation to pay up that unpaid part shall, notwithstanding

anything contained in the memorandum or articles of a company,

in all cases be considered as a reduction in share capital.

(6) Where there are different classes of shares, the

decision by the general meeting concerning a reduction in the

issued share capital shall be subject to a separate vote for each

class of shareholders whose rights are affected by the reduction,

and for every separate vote taken the same majority shall be

required as where the shares are not divided into different

classes.

(7) A reduction of the issued share capital or of

undistributable reserves whose purpose is to offset losses

incurred shall take effect immediately on the registration of the

resolution concerning such a reduction in accordance with sub-

article (2) and the provisions of sub-article (3) shall not apply.

(8) A reduction of the issued share capital whose

purpose is to include sums of money in a reserve shall take effect

immediately on the registration of the resolution concerning such

a reduction in terms of sub-article (2) and the provisions of sub-

article (3) shall not apply

Provided that following this operation, the amount of

the reserve is not more than ten per cent of the reduced issued

share capital

Provided further that any such reserve shall be used

only for offsetting losses incurred or for increasing the issued

share capital by the capitalisation of such reserve.

(9) In the cases referred to in sub-article (8) the amounts

deriving from the reduction may not be used for making

payments or distributions to shareholders or to discharge

shareholders from the obligation to pay calls on their shares.

(10) The prohibition referred to in sub-article (9) shall not

apply to any amount derived from the reduction of any reserve

referred to in sub-article (8) where

(a) the said reduction is authorised by a new

extraordinary resolution of the general meeting in terms of

sub-article (1);

(b) the aforementioned resolution is delivered to

the Registrar in terms of sub-article (2); and

(c) the provisions of sub-article (3) are applied to

the reduction.

(11) A notice of reduction of the issued share capital shall

be delivered by the company to the Registrar, for registration,

within fourteen (14) days after the effective date of the

reduction

Provided that the notice referred to in this sub-article

shall not be required in respect of reduction of non-distributable

reserves, or the share premium account in terms of article 114(1)

or a reduction of the capital redemption reserve in terms of

article 115(1)(e).

(12) In cases of default in complying with the provisions

of sub-article (11), every officer of the company who is in

default shall be liable to an administrative penalty.".

In sub-article (1) of article 84 of the principal Act, the words

"be formed as an investment company" shall be substituted by the

words "be formed as, or be converted into, an investment company".

Immediately after sub-article (5) of article 106 of the principal

Act there shall be added the following new sub-articles

"(6) The company may, at any time, cancel any of the

shares acquired in accordance with the provisions of this article

and article 83 shall not apply to such cancellation. Upon the

cancellation becoming effective, the amount of the issued share

capital shall be reduced accordingly by the nominal value of the

shares cancelled.

(7) Within fourteen (14) days after the cancellation of

shares become effective as set out in sub-article (6), the company

shall deliver to the Registrar a notice for registration.

(8) In cases of default in complying with the provisions of

sub-article (7), every officer of the company who is in default shall

be liable to an administrative penalty.".

Sub-article (1) of article 107 of the principal Act shall be

amended as follows

(a) paragraph (d) thereof shall be substituted by the

following new paragraph

"(d) acquired in any new procedure for the

conversion, the amalgamation or the division of companies

pursuant to the provisions contained in Parts VII, VIII and

IX of this Act respectively, or otherwise acquired in any

procedure for the cross-border conversion, the cross-border

merger or the cross-border division of companies pursuant

to the Cross-border Divisions of Limited Liability S.L. 386.26.

Companies Regulations, Cross-border Conversions of S.L.

Limited Liability Companies Regulations and the Cross-

border Mergers of Limited Liability Companies

Regulations; or";

(b) paragraph (f) thereof shall be substituted by the

following new paragraph

"(f) acquired by the company from dissenting

shareholders in accordance with the provisions of this Act

and regulations issued thereunder or pursuant to an order of

the Court made under the provisions of this Act and

regulations issued thereunder for the re-purchase of shares

held by dissenting shareholders, including any order made

in terms of article 402(3)(d); or".

In paragraph (b) of article 109 of the principal Act, the words Amendment of

"shall be included among the reserves." shall be substituted by the article

the principal

words "shall be included among the reserves:" and immediately after Act.

there shall be added the following new proviso

"Provided that following the cancellation of the shares

pursuant to the provisions of article 106(6) or article 107(2), the

reserves referred to in paragraph (b) shall become distributable.".

Article 129 of the principal Act shall be substituted by the Substitution of

article 129 of

following new article

the principal

Act.

"129. (1) The directors of a company shall on the

requisition of one or more members of the company, holding

not less than one-tenth of the paid-up share capital of the

company on the date of the deposit of the requisition, which

share capital carries the right of voting at general meetings of the

company, forthwith proceed to duly convene an extraordinary

general meeting of the company within twenty-one (21) days

from the date of the deposit of the requisition, to be held not later

than two (2) months from the date of the deposit of the

requisition.

(2) The requisition shall state the objects of the meeting

and shall be signed by the requisitionists and deposited at the

registered office of the company and may consist of several

documents in like form, each signed by all the requisitionists.

(3) If the directors do not duly proceed to hold a meeting

as referred to in sub-article (1), the requisitionists may convene a

meeting in the same manner, as far as possible, as that in which

meetings are to be convened by the directors, provided that such a

meeting shall be held before the expiration of three (3) months

from the date of the deposit of the requisition.

(4) Any reasonable expense incurred by the requisitionists

by reason of the failure of the directors to hold a meeting shall be

repaid to the requisitionists by the company, and any sum so

repaid shall be due personally by the directors who were in default

and may be retained by the company out of any amount due or

which may become due by the company by way of fees or other

remuneration in respect of their services to such directors who

were in default.".

Paragraph (b) of sub-article (1) of article 142 of the principal

Act shall be substituted by the following new paragraph

"(b) he has been convicted of an offence of money

laundering within the meaning of the Prevention of Money

Laundering Act, associate predicate offences to money

laundering and terrorist financing, or of any of the crimes

affecting public trust or of theft or of fraud or of

knowingly receiving property obtained by theft or fraud;".

In the proviso to sub-article (1) of article 146 of the principal

Act the words "whether the provisions of this Act have been complied

with." shall be substituted by the words "whether the provisions of this

Act have been complied with:" and immediately thereafter there shall

be added the following new proviso

"Provided further that the person appointed by an

order of the Court or by a competent authority as administrator,

legal representative or as the person de facto responsible for the

management and administration of a company shall, within

fourteen (14) days from said appointment, submit to the

Registrar for registration a return in the prescribed form

specifying the date of appointment, together with the name and

residence or service address, or name, registered office and

registration number, as the case may be. The said administrator,

legal representative or person de facto responsible for the

management and administration of the company shall, within

fourteen (14) days from resigning or from being removed from

the said office, submit to the Registrar for registration a return in

the prescribed form.".

Article 151 of the principal Act shall be amended as follows

Amendment of

article 151 of

the principal

(a) sub-article (6) thereof shall be substituted by the

Act.

following new sub-article

"(6) If a company fails to give the notice required

by sub-articles (5) or (9), every officer of the company who

is in default shall be liable to an administrative penalty and

for every day during which the default persists, to a further

administrative penalty.";

(b) immediately after sub-article (8) thereof there shall

be added the following new sub-article

"(9) When the first auditor of the company is

appointed and whenever a new auditor is appointed

following a resignation or removal of a previous auditor,

the company shall, within fourteen (14) days from the said

appointment, submit to the Registrar for registration a

return in the prescribed form, by means of which the

Registrar is notified with the name and surname and

warrant registration number of the appointed auditor.".

Immediately after article 213A of the principal Act there shall Addition of new

articles to the

be added the following new articles

principal Act.

213B. (1) Ultimate

parent

undertakings

"Undertakings

and branches

governed by the laws of Malta as defined in the

that are

required to

Fourth Schedule, where the consolidated revenue

report on

on their balance sheet date exceeded a total of

income tax

information.

seven hundred and fifty million euro

(€750,000,000) for each of the last two consecutive

financial years, as reflected in their consolidated

financial statements, shall draw up, publish and

make accessible a report on income tax

information, as detailed in Part II of the Fourth

Schedule, as regards the latter of those two

consecutive financial years

Provided that an ultimate parent

undertaking shall no longer be subject to the

reporting obligations set out in sub-article (1)

where the total consolidated revenue on its balance

sheet date falls below seven hundred and fifty

million euro (€750,000,000) for each of the last two

consecutive financial years as reflected in its

consolidated financial statements.

(2) Standalone undertakings governed by the

laws of Malta, where the revenue on their balance

sheet date exceeded a total of seven hundred and

fifty million euro (€750,000,000) for each of the

last two consecutive financial years, as reflected in

their annual financial statements, shall draw up,

publish and make accessible a report on income tax

information, as detailed in Part II of the Fourth

Schedule, as regards the latter of those two

consecutive financial years

Provided that a standalone undertaking

shall no longer be subject to the reporting

obligations stipulated in sub-article (2) where the

total revenue on its balance sheet date falls below

seven hundred and fifty million euro

(€750,000,000) for each of the last two consecutive

financial years as reflected in its consolidated

financial statements.

(3) The provisions established in sub-articles

(1) and (2) shall not apply to standalone

undertakings or ultimate parent undertakings and

their affiliated undertakings where such

undertakings, including their branches, are

established, or have their fixed places of business

or permanent business activity, within the territory

of a single Member State or in a state which is a

member of the European Economic Area and no

other tax jurisdiction.

(4) The provisions established in sub-articles

(1) and (2) shall not apply to standalone

undertakings and ultimate parent undertakings

where such undertakings or their affiliated

undertakings disclose a report, in accordance with

Article 89 of Directive 2013/36/EU of the

European Parliament and of the Council of 26 June

2013 on access to the activity of credit institutions

and the prudential supervision of credit institutions

and investment firms, amending Directive 2002/87/

EC and repealing Directives 2006/48/EC and 2006/

49/EC, that encompasses information on all of their

activities, and in the case of ultimate parent

undertakings, on all the activities of all the

affiliated undertakings included in the consolidated

financial statements.

(5) Medium-sized and large subsidiary

undertakings as referred to in paragraph (1) of the

Third Schedule that are governed by the laws of

Malta and controlled by an ultimate parent

undertaking that is not governed by the law of a

Member State or of a state which is a member of

the European Economic Area, where the

consolidated revenue on its balance sheet date

exceeded a total of seven hundred and fifty million

euro (€750,000,000) for each of the last two

consecutive financial years, as reflected in its

consolidated financial statements, shall publish and

make accessible a report on income tax

information, as detailed in Part II of the Fourth

Schedule, concerning that ultimate parent

undertaking as regards the latter of those two

consecutive financial years

Provided that where that information or

report is not available, the subsidiary undertaking

shall request its ultimate parent undertaking to

provide it with all the information required to

enable it to meet its obligations under sub-article

(5). If the ultimate parent undertaking does not

provide all the required information, the subsidiary

undertaking shall draw up, publish and make

accessible a report on income tax information, as

d e t a i l e d i n Pa r t I I o f t h e F o u r t h S c h e d u l e ,

containing all the information in its possession,

obtained or acquired, and a statement indicating

that its ultimate parent undertaking did not make

the necessary information available

Provided further that medium-sized and

large subsidiary undertakings shall no longer be

subject to the reporting obligations established in

sub-article (5) where the total consolidated revenue

of the ultimate parent undertaking on its balance

sheet date falls below seven hundred and fifty

million euro (€750,000,000) for each of the last two

consecutive financial years as reflected in its

consolidated financial statements.

(6) Branches opened in Malta by undertakings

that are not governed by the law of a Member State

or by the law of a state which is a member of the

European Economic Area shall publish and make

accessible a report on income tax information, as

d e t a i l e d i n Pa r t I I o f t h e F o u r t h S c h e d u l e ,

concerning the ultimate parent undertaking or the

standalone undertaking referred to in paragraph (a)

of the fifth proviso to this sub-article, as regards the

latter of the last two consecutive financial years

Provided that where that information or

report is not available, the Registrar shall request

the ultimate parent undertaking or the standalone

undertaking referred to in paragraph (a) of the fifth

proviso to this sub-article, to provide him with all

the information necessary to enable him to meet his

obligations

Provided further that in the event that not

all the required information is provided, the branch

shall draw up, publish and make accessible a report

on income tax information, as detailed in Part II of

the Fourth Schedule, containing all the information

in its possession, obtained or acquired, and a

statement indicating that the ultimate parent

undertaking or the standalone undertaking did not

make the necessary information available

Provided further that the reporting

obligations established in this sub-article shall

apply only to branches which have a net turnover

that exceeded the threshold pursuant to article

185(1) for each of the last two consecutive

financial years

Provided further that a branch subject to

the reporting obligations in accordance with this

sub-article shall no longer be subject to those

obligations where its net turnover falls below the

threshold pursuant to article 185(1) for each of the

last two consecutive financial years

Provided further that the rules established

in this sub-article shall apply to a branch only

where the following criteria are met

(a) the undertaking that opened the

branch is either an affiliated undertaking of a

group whose ultimate parent undertaking is

not governed by the law of a Member State or

by the law of a state which is a member of the

European

Economic

Area

and

the

consolidated revenue of which on its balance

sheet date exceeded a total of seven hundred

and fifty million euro (€750,000,000) for

each of the last two consecutive financial

years, as reflected in its consolidated

financial statements, or a standalone

undertaking the revenue of which on its

balance sheet date exceeded for each of the

last two consecutive financial years a total of

seven hundred and fifty million euro

(€750,000,000) as reflected in its financial

statements; and

(b) the ultimate parent undertaking

referred to in paragraph (a) does not have a

medium-sized or large subsidiary undertaking

as referred to in sub-article (5)

Provided that a branch shall no longer be

subject to the reporting obligations established in

this sub-article where the criterion provided for in

paragraph (a) ceases to be met for two consecutive

financial years.

(7) The provisions established in sub-articles

(5) and (6) shall not apply where a report on

income tax information is drawn up by an ultimate

parent undertaking or a standalone undertaking that

is not governed by the law of a Member State or by

the law of a state which is a member of the

European Economic Area, in a manner that is

consistent with the Fourth Schedule, and meets the

following criteria

(a) it is made accessible to the public,

free of charge and in an electronic reporting

format which is machine-readable

(i) on the website of that

ultimate parent undertaking or of that

standalone undertaking;

(ii) in at least one of the official

languages of the Union;

(iii) not later than twelve (12)

months after the balance sheet date of

the financial year for which the report is

drawn up; and

(b) it identifies the name and the

registered office of a single subsidiary

undertaking, or the name and the address of a

single branch governed by the law of a

Member State or by the law of a state which

is a member of the European Economic Area,

which has published a report in accordance

with Article 48d(1) of the Country-by-

Country Reporting Directive.

(8) Subsidiary undertakings or branches not

subject to the provisions of sub-articles (5) and (6)

shall publish and make accessible a report on

income tax information where such subsidiary

undertakings or branches serve no other objective

than to circumvent the reporting requirements set

out in this article and the Fourth Schedule.

213C. (1) Directors of the ultimate parent

Responsibility

up, publishing undertakings or the standalone undertakings

accessible the referred to in article 213B(1) and (2), acting within

the competences assigned to them under the law of

Malta, shall have collective responsibility for

ensuring that the report on income tax information

is drawn up, published and made accessible in

accordance with article 213B and Part II of the

Fourth Schedule.

(2) Directors of the subsidiary undertakings

referred to in article 213B(5) and the persons

designated to carry out the disclosure formalities

provided for in Article 41 of Directive (EU) 2017/

1132 for the branches referred to in article 213B(6),

acting within the competences assigned to them by

the Act, shall have collective responsibility for

ensuring, to the best of their knowledge and ability,

that the report on income tax information is drawn

up in a manner that is consistent with or in

accordance with, as applicable, article 213B and

Part II of the Fourth Schedule, and that it is

published and made accessible in accordance with

Part II of the Fourth Schedule.

(3) Any director or person referred to in sub-

articles (1) and (2) shall notify the Registrar

whether the undertaking that he represents is an

ultimate parent undertaking or a standalone

undertaking or a subsidiary undertaking or an

affiliated undertaking or a branch within the

meaning of the provisions of article 213B, not later

than the last day for registering with the Registrar

the report on income tax information and statement

as detailed in Part II of the Fourth Schedule.

(4) Any director or person referred to in sub-

articles (1) and (2) who is in breach of the

provisions of this article or articles 213B or 213D

or Part II of the Fourth Schedule shall be liable to

an administrative penalty and, for every day during

which the default persists, to a further

administrative penalty.

213D. Where the financial statements of an

undertaking governed by the law of a Member State

or by the law of a state which is a member of the

European Economic Area are required to be audited

by one or more statutory auditors or audit firms, the

audit report shall state whether, for the financial

year preceding the financial year for which the

financial statements under audit were prepared, the

undertaking was required in accordance with

Article 48b of the Country-by-Country Reporting

Directive or under Part II of the Fourth Schedule to

publish a report on income tax information and, if

that is the case, whether the report was published in

accordance with Article 48d of the Country-by-

Country Reporting Directive or in accordance with

Part II of the Fourth Schedule.".

In sub-article (4) of article 218 of the principal Act the words

"it is expedient and" shall be substituted by the words "it is expedient

In the Maltese version only, sub-article (2) of article 224 of

the principal Act shall be substituted by the following new sub-article

"(2) Meta jkun sar ordni għal stralċ jew ikun inħatar

amministratur provviżorju skont id-dispożizzjonijiet tal-artikolu

228, ma għandha tinbeda jew titkompla l-ebda azzjoni jew

proċedura kontra l-kumpanija jew il-proprjetà tagħha, ħlief bil-

permess tal-qorti u soġġett għal dawk il-kondizzjonijiet li l-qorti

tista’ timponi.".

Immediately after sub-article (2) of article 400 of the principal

Act there shall be added the following new sub-article

"(3) Notwithstanding anything to the contrary contained

in this Act or any other law, the Registrar and any other person

authorised in accordance with sub-article (2), shall be exempt

from any personal liability whatsoever, including any liability in

damages for anything done or omitted to be done in the discharge

or purported discharge of any of his functions under this Act or

under any other law, or otherwise in the exercise of his official

duties, unless the act or omission is proved to have been done or

omitted to be done, as the case may be, in bad faith.".

Sub-article (1) of article 401 of the principal Act shall be Amendment of

article 401 of

amended as follows

the principal

Act.

(a) in paragraph (c) thereof, immediately after the words

"upon him by this Act" there shall be added the words "and any

other subsidiary legislation, including but not limited to on-site

investigations to verify that the registered office address of the

commercial partnership is truly existent and valid;";

(b) in paragraph (l) thereof, the words "and online filing

of documents and information; and" shall be substituted by the

words "and online filing of documents and information;";

(c) in paragraph (m) thereof, the words "and which shall

be binding on companies and their officers." shall be substituted

by the words "and which shall be binding on companies and their

officers;";

(d) immediately after paragraph (m) thereof, as

amended, there shall be added the following new paragraphs

"(n) to carry out on-site inspections on commercial

partnerships to verify that the shareholders and, or

beneficial owners are those disclosed to the Registrar;

(o) to establish, administer and maintain a central

data repository;

(p) to establish, administer and maintain a register

of foreign body corporates and undertakings having a

significant business activity in Malta; and

(q) to establish, administer and maintain any other

register, and matters ancillary or incidental thereto, which

may be required from time to time, after consultation with

the Minister.".

Article 425 of the principal Act shall be amended as follows

Amendment of

article 425 of

the principal

(a)

sub-article (1) thereof shall be amended as follows

Act.

(i) in paragraph (oa) thereof, the words "subject to

such conditions and requirements as may be prescribed;

and" shall be substituted by the words "subject to such

conditions and requirements as may be prescribed;";

(ii) in paragraph (p) thereof, the words

"supplementary to any of the foregoing matters." shall be

substituted by the words "supplementary to any of the

foregoing matters; and";

(iii) immediately after paragraph (p) thereof, as

amended, there shall be added the following new

paragraph

"(q) prescribe and provide the necessary

regulations, requirements and guidelines in relation

to the establishment, administration and upkeep of

the central data repository and any other register

which the Registrar may be required to keep in

fulfilment of his duties, including any access

qualification, and may further prescribe fees for such

access, as the Registrar may deem fit.";

(b)

sub-article (4) thereof shall be amended as follows

(i) paragraph (a) thereof shall be substituted by the

following new paragraph

"(a) for the purpose of allowing a body

corporate, formed and incorporated or registered in a

country other than Malta, to be continued as or be

converted into a body corporate in accordance with

this Act and under the applicable laws of Malta,";

(ii)

in paragraph (b) thereof the words "the

continuance of a company registered" shall be substituted

by the words "the continuance or conversion of a body

corporate registered" and the words "other than Malta" shall

be substituted by the words "other than Malta, and";

(iii) immediately after paragraph (b) thereof, as

amended, there shall be added the following new

paragraph

"(c) for the purpose of allowing one or more

bodies corporate, formed and incorporated or

registered in a country other than Malta, to carry out

a cross-border merger or cross-border division with

or otherwise involving a body corporate established

or to be established in accordance with this Act and

under the applicable laws of Malta."; and

(iv) in the last paragraph thereof, immediately after

the words "any such continuance," there shall be added the

words "cross-border conversion, cross-border merger or

cross-border division".

The Fourth Schedule to the principal Act shall be amended as Amendment to

the Fourth

follows

Schedule of the

principal Act.

(a) immediately after the heading thereof, the words

"(Article 213A)" shall be substituted by the words "(Articles

213A - 213D)";

(b) in the sub-heading thereof, the words "Report on

Payments to Governments" shall be substituted by the words

"Reports on Payments to Governments and on Income Tax

Information" and immediately thereafter there shall be added the

further sub-headings "Part I" and "Report on Payments to

Governments" and the Arrangement of the Act thereof shall be

amended accordingly;

(c) in paragraph 1 thereof, the words "For the purpose of

this Schedule," shall be substituted by the words "For the

purpose of this Part of this Schedule,"; and

(d) immediately after paragraph 5 thereof there shall be

added the following new Part

"Part II

REPORT ON PAYMENTS ON INCOME TAX

INFORMATION

Definitions relating to reporting on income tax information

1. For the purposes of this Part of this Schedule, the following

definitions shall apply

"consolidated financial statements" means the financial

statements prepared by a parent undertaking of a group, in which

the assets, liabilities, equity, income and expenses are presented

as those of a single economic entity;

"standalone undertaking" means an undertaking which is

not part of a group as defined in article 2;

"tax jurisdiction" means a State or non-State jurisdiction

which has fiscal autonomy in respect of corporate income tax;

"ultimate parent undertaking" means an undertaking which

draws up the consolidated financial statements of the largest

body of undertakings.

2. For the purposes of article 213B "revenue" shall have the

same meaning as

"net turnover" for undertakings governed by the law of a

Member State or by the law of a state which is a member of the

European Economic Area that do not apply international

accounting standards adopted on the basis of Regulation (EC)

No. 1606/2002 of the European Parliament and of the Council of

19 July 2002 on the application of international accounting

standards; or

"revenue" as defined by or within the meaning of the

financial reporting framework on the basis of which the financial

statements are prepared, for other undertakings.

Content of the report on income tax information

3. The report on income tax information required under article

213B shall include information relating to all the activities of the

standalone undertaking or ultimate parent undertaking, including those

of all the affiliated undertakings consolidated in the financial

statements in respect of the relevant financial year.

4. The information referred to in paragraph 3 shall consist of

(a) the name of the ultimate parent undertaking or the

standalone undertaking, the financial year concerned, the

currency used for the presentation of the report, and where

applicable, a list of all subsidiary undertakings consolidated in

the financial statements of the ultimate parent undertaking, in

respect of the relevant financial year, established in the Union or

in tax jurisdictions included in Annexes I and II to the Council

conclusions on the revised EU list of non-cooperative

jurisdictions for tax purposes;

(b)

a brief description of the nature of their activities;

(c)

the number of employees on a full-time equivalent

basis;

(d)

revenues, which are to be calculated as

(i) the sum of the net turnover, other operating

income, income from participating interests, excluding

dividends received from affiliated undertakings, income

from other investments and loans forming part of the fixed

assets, other interest receivable and similar income as

listed in Annexes V and VI to the Accounting Directive;

(ii) the income as defined by the financial reporting

framework on the basis of which the financial statements

are prepared, excluding value adjustments and dividends

received from affiliated undertakings; or

(iii) for the purposes of this paragraph, the revenues

shall include transactions with related parties;

(e)

the amount of profit or loss before income tax;

(f) the amount of income tax accrued during the relevant

financial year, which shall be calculated as the current tax

expense recognised on taxable profits or losses of the financial

year by undertakings and branches in the relevant tax

jurisdiction. For the purposes of this paragraph, the current tax

expense shall relate only to the activities of an undertaking in the

relevant financial year and shall not include deferred taxes or

provisions for uncertain tax liabilities;

(g) the amount of income tax paid on a cash basis, which

shall be calculated as the amount of income tax paid during the

relevant financial year by undertakings and branches in the

relevant tax jurisdiction. For the purposes of this paragraph,

taxes paid shall include withholding taxes paid by other

undertakings with respect to payments to undertakings and

branches within a group; and

(h) the amount of accumulated earnings at the end of the

relevant financial year. For the purposes of this paragraph, the

accumulated earnings shall mean the sum of the profits from past

financial years and the relevant financial year, the distribution of

which has not yet been decided upon. With regard to branches,

accumulated earnings shall be those of the undertaking which

opened the branch.

5. The information listed in paragraph 3 shall be reported on the

basis of the reporting instructions referred to in Section III, Parts B and

C, of Annex III to Council Directive 2011/16/EU of 15 February 2011

on administrative cooperation in the field of taxation and repealing

Directive 77/799/EEC.

6. The information referred to in paragraphs 4 and 5 shall be

presented using a common template and electronic reporting formats

which are machine-readable, as may be adopted by the European

Commission from time to time.

7. (1) The report on income tax information shall present the

information referred to in paragraphs 4 or 5 separately for each

Member State and for each state which is a member of the European

Economic Area. Where a Member State comprises several tax

jurisdictions, the information shall be aggregated at Member State

level. Where a state which is a member of the European Economic

Area comprises several tax jurisdictions, the information shall be

aggregated at the level of the state which is a member of the European

Economic Area.

(2) The report on income tax information shall also present the

information referred to in paragraphs 4 or 5 separately for each tax

jurisdiction which, on 1 March of the financial year for which the

report is to be drawn up, is listed in Annex I to the Council conclusions

on the revised EU list of non-cooperative jurisdictions for tax

purposes, and shall provide such information separately for each tax

jurisdiction which, on 1 March of the financial year for which the

report is to be drawn up and on 1 March of the preceding financial

year, was listed in Annex II to the Council conclusions on the revised

EU list of non-cooperative jurisdictions for tax purposes.

(3) The report on income tax information shall also present the

information referred to in paragraphs 4 or 5 on an aggregated basis for

other tax jurisdictions.

(4) The information shall be attributed to each relevant tax

jurisdiction on the basis of establishment, the existence of a fixed place

of business or of a permanent business activity which, given the

activities of the group or standalone undertaking, may be subject to

income tax in that tax jurisdiction.

(5) Where the activities of several affiliated undertakings may be

subject to income tax within a single tax jurisdiction, the information

attributed to that tax jurisdiction shall represent the sum of the

information relating to such activities of each affiliated undertaking

and their branches in that tax jurisdiction.

(6) Information on any particular activity shall not be attributed

simultaneously to more than one tax jurisdiction.

8. (1)

One or more specific items of information otherwise

required to be disclosed in accordance with paragraphs 4 or 5 may be

temporarily omitted from the report where their disclosure would be

seriously prejudicial to the commercial position of the undertakings to

which the report relates. Any omission shall be clearly indicated in the

report together with a duly reasoned explanation regarding the reasons

therefor.

(2) All information omitted pursuant to the first sub-paragraph

shall be made public in a later report on income tax information,

within no more than five (5) years from the date of its original

omission.

(3) Information pertaining to tax jurisdictions included in

Annexes I and II to the Council conclusions on the revised EU list of

non-cooperative jurisdictions for tax purposes, as referred to in

paragraph 5, shall never be omitted.

9. The report on income tax information may include, where

applicable at group level, an overall narrative providing explanations

for any material discrepancies between the amounts disclosed pursuant

to paragraphs 4(f) and (g), taking into account, if appropriate,

corresponding amounts concerning the previous financial years.

10. (1) The currency used in the report on income tax

information shall be the currency in which the consolidated financial

statements of the ultimate parent undertaking or the annual financial

statements of the standalone undertaking are presented. This report

need not be published in a currency other than the currency used in the

financial statements.

(2) Notwithstanding, in the case mentioned in the first proviso of

sub-article (5) of article 213B, the currency used in the report on

income tax information shall be the currency in which the subsidiary

undertaking publishes its annual financial statements.

11. The report on income tax information shall specify whether it

was prepared in accordance with paragraphs 4 or 5.

Publication and accessibility

12. The report on income tax information and the statement

mentioned in article 213B shall be published within twelve (12)

months of the balance sheet date of the financial year for which the

report is drawn up as provided for by each Member State or by the law

of a state which is a member of the European Economic Area in

accordance with Articles 14 to 28 of Directive (EU) 2017/1132 of the

European Parliament and of the Council of 14 June 2017 relating to

certain aspects of company law, and where relevant, in accordance

with Article 36 of the same Directive.

13. The report on income tax information and the statement

published by the undertakings in accordance with paragraph 12 shall

be made accessible to the public in at least one of the official

languages of the Union, free of charge, not later than twelve (12)

months after the balance sheet date of the financial year for which the

report is drawn up, on the website of

(a)

the undertaking, where article 213B(1) or (2) apply;

(b) the subsidiary undertaking or

an

affiliated

undertaking, where article 213B(5) applies; or

(c) the branch or the undertaking which opened the

branch, or an affiliated undertaking, where article 213B(6)

applies.

14. Undertakings shall deliver the report on income tax

information and the statement published by them in accordance with

paragraph 12 to the Registrar for registration within fourteen (14) days

from such publication, which report and statement are to be made

accessible to the public in an electronic reporting format which is

machine-readable, on the website of the register, and free of charge to

any third party located within the Union.

15. The report referred to in the provisions of article 213B(1), (5),

(6), (7) and (8) and, where applicable, the statement referred to in the

provisions of article 213B(5) and (6), shall remain accessible on the

relevant website for a minimum of five (5) consecutive years.".

The Eleventh Schedule to the principal Act shall be amended

as follows

(a)

immediately after the item

" 79(4)

Failure of officer to deliver a copy of any

resolution altering or adding to a company’s

memorandum or articles to the Registrar or failure

€23.29 "

to deliver amended memorandum and articles

€465.87

there shall be added the following new item

" 83(12) Failure of officer to deliver a copy of the notice of

reduction of the issued share capital to the

€23.29 ";

Registrar, when applicable

€465.87

(b)

immediately after the item

" 106(2) Failure of officers of company to provide

Registrar with copy of resolution for company to

acquire its own shares otherwise than by

€23.29 "

subscription

€465.87

there shall be added the following new item

" 106(8) Failure of officers of company to deliver to the

Registrar for registration a copy of the notice

within fourteen days after the cancellation of

€23.29 ";

shares becomes effective

€465.87

(c)

the item

" 183(10) Directors failing to deliver or delivering defective

€2,329.37 €46.59 "

annual accounts, etc., to Registrar

shall be substituted by the following new item

" 183(6)

Directors failing to deliver, or delivering

€2,329.37 €46.59 ";

defective annual accounts to Registrar

(d)

immediately after the item

" 212(9) Sole member failing to record in €1,164.69

None "

writing all agreements between him

and the company

there shall be added the following new item

" 213C(4) Failure of directors or persons to €2,329.37

€46.59 ".

comply with provisions relating to

reporting obligations under articles

213B, 213C, 213D and Part II of the

Fourth Schedule

Passed by the House of Representatives at Sitting No. 242 of the

14th May, 2024.

ANĠLU FARRUGIA

Speaker

ELEANOR SCERRI

Clerk of the House of Representatives

€2.43