Companies Act (System of Interconnection of Registers)

Suppliment tal-Gazzetta tal-Gvern ta’ Malta, Nru. 20,731, 9 ta’ Novembru, 2021

L.N. 423 of 2021

COMPANIES ACT

(CAP. 386)

Companies Act (System of Interconnection of Registers)

(Amendment) Regulations, 2021

IN EXERCISE of the powers conferred by article 425 of the

Companies Act, the Minister for the Economy and Industry has made

the following regulations:-

The title of these regulations is the Companies Act Citation.

(System of Interconnection of Registers) (Amendment) Regulations,

2021 and these regulations shall be read and construed as one with the

Companies Act (System of Interconnection of Registers) Regulations, S.L. 386. 18.

hereinafter referred to as "the principal regulations".

Regulation 3 of the principal regulations shall be Substitutes

substituted by the following new regulation

"3. (1) The Registrar shall make publicly

available the electronic copies of the documents which

he is required to retain and register in terms of article

401(1)(d) of the Act as well as the particulars of each

company through the system of interconnection of

registers and shall take the necessary measures to avoid

any discrepancy between

(a)

the documents and information

contained in the file and in the register; and

(b) the documents and information

disclosed in the register and the documents and

information published in the Gazette or website as

maintained by him, when required in terms of

article 401(1)(e) of the Act

Provided that in cases of any discrepancy, the

documents and information made available in the

register shall prevail.

(2) The documents and particulars referred to in

sub-regulation (1) shall be available in a standard

message format and shall be accessible by electronic

means while ensuring that the minimum standards for

the security of data transmission are respected

Provided that copies of all or any part of the

documents referred to in sub-regulation (1) may be

obtained from the register following an application,

which application may be submitted to the Registrar by

paper or electronic means and in turn, the copies

supplied by the Registrar shall be certified as true copies

and authenticated by means of trust services as referred

to in Regulation (EU) No 910/2014 when supplied

electronically

Provided further that the provisions of sub-

regulation (4) shall, mutatis mutandis, apply to the

applicable fees which may be charged for this

procedure.

(3) The following particulars shall be made

available free of charge

(a)

the name and legal form of the

company;

(b) the registered office of the company

and the Member State where it is registered;

(c)

the registration number of the company

and its EUID;

(d) the details of the company website,

where such details are present in the records held

by the Registrar;

(e)

the status of the company;

(f)

the object or principal trading activity

of the company;

(g) the particulars of the persons who are

vested with the authority to act as legal or judicial

representative of the company and an indication as

to whether such authority to act may be done so

solely or jointly; and

(h) the information of any branches

opened by the company in other Member States,

including the name, registration number, EUID

and the Member State where the branch is

registered.

(4) The Registrar may charge a fee for the

provision, through the system of interconnection of

registers, of documents and other particulars referred to

in sub-regulation (1), which fee shall not exceed the

administrative costs thereof, including the costs of

development and maintenance of registers.".

Sub-regulation (1) of regulation 4 of the principal Amends

regulations shall be substituted by the following new sub-regulation: regulation

"(1) Information on the opening and termination of any

winding up or insolvency proceedings of a company and on the

striking off of the name of a company shall be made available

without delay through the register of the company through the

system of interconnection of registers.".

Regulation 5 of the principal regulations shall be Substitutes

substituted by the following new regulation

"5. (1) The Registrar shall make publicly

available, through the system of interconnection of

registers, the documents and particulars mentioned in

articles 385(1), 387 and 399A of the Act.

(2) When registering a branch of a company

that is established in another Member State, the

Registrar shall be able to verify the information

about the company through the system of

interconnection of registers.".

Immediately after regulation 7 of the principal regulations Adds new

there shall be added the following new regulation

(1) The Registrar shall ensure that a

reply to a request received from another Member

State

for

information

relevant

for

the

disqualification of directors in accordance with the

provisions relating to the disqualification of

directors as contained in the Act, is sent through the

system of interconnection of registers.

(2) The reply to a request referred to in sub-

regulation (1) shall be provided without delay and

the Registrar shall at least ensure that he is able to

provide information on whether a person is

disqualified or is recorded in any of the registers,

containing information relevant for disqualification

of directors, held by him.

(3) Upon the registration of a branch of a

company established under the laws of another

Member State, the Registrar shall notify the Member

State where the company is established that the

branch has been registered, through the system of

interconnection of registers. When the Registrar

receives a notification of a registration of a branch

of a company established in Malta, the Registrar

shall acknowledge receipt of such notification and

shall record the information in the register without

delay.

(4) The provisions of sub-regulation (3)

shall, mutatis mutandis, apply to the closure of a

branch of a company.

(5) Where the Registrar receives for

registration a change in the following documents

and information of a company established in Malta -

(a)

the company’s name;

(b) the company’s registered office;

(c)

the company’s registration number

in the register;

(d) the company’s legal form;

(e)

the company’s officers, including

the persons vested with the legal or judicial

representation of the company; and, or

(f)

the accounting documents of each

financial year,

the Registrar shall inform without delay the Member

State, where a branch of the company is registered,

by means of the interconnection of registers. When a

Member State informs the Registrar of any such

changes, the Registrar shall, through the system of

interconnection of registers, acknowledge receipt of

such notification and shall ensure that the respective

documents and information are updated without

delay

Provided that the mandatory disclosure of

financial statements of the company as drawn up,

audited and disclosed pursuant to the law of the

Member State, by which the company is governed,

shall be considered to be fulfilled by the disclosure

in the register of the Member State in which the

company is registered.

(6) The exchange of any information through

the system of interconnection of registers shall be

free of charge for the registers, provided that the

Registrar may decide that the details of a company

website and the object of such company, when

recorded in the register, are made available free of

charge only to the competent authorities of other

Member States.".

€0.27