COMPANIES ACT (SYSTEM OF INTERCONNECTION OF REGISTERS) REGULATIONS

(SYSTEM OF INTERCONNECTION OF REGISTERS)

SUBSIDIARY LEGISLATION 386.18

COMPANIES ACT (SYSTEM OF INTERCONNECTION

OF REGISTERS) REGULATIONS

8th August, 2017

LEGAL NOTICE 202 of 2017, as amended by Legal Notices 423 of 2021

and 68 of 2024.

(1)

The title of these regulations is Companies Act

(System of Interconnection of Registers) Regulations.

(2)

The purpose of these regulations is to implement

Directive 2012/17/EU of European Parliament and of the Council of

13 June 2012 amending Council Directive 89/666/EEC and Directives

2005/56/EC and 2009/101/EC of the European Parliament and of the

Council as regards the interconnection of central, commercial and

companies registers, and they shall be interpreted and applied

accordingly.

In these regulations, unless the context otherwise

requires

"Act" means the Companies Act; and

"Member States" means a Member State of the European

Union and includes an EEA State.

(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

(SYSTEM OF INTERCONNECTION OF REGISTERS)

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.

(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.

(2)

In the case of a company registered in another Member

State which has established a branch or place of business within Malta

and in respect of which the Registrar has registered the documents

mentioned in article 385 of the Act (the oversea company), the

Registrar shall, through the system of interconnection of registers,

ensure receipt without delay of the information referred to in sub-

regulation (1) regarding the oversea company.

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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.

The documents and information which the Registrar

receives for registration in terms of the Cross-border Divisions of

Limited Liability Companies Regulations, the Cross-border

Conversions of Limited Liability Companies Regulations and the

Cross-border Mergers of Limited Liability Companies Regulations,

shall be made publicly available through the system of interconnection

of registers.

(2)

The Registrar shall ensure that a pre-division, a pre-

conversion or a pre-merger certificate is made available through the

system of interconnection of registers.

(3)

When the Registrar is required to transmit the certificate

indicated in sub-regulation (2) to other registries or competent

authorities designated to scrutinise the legality of or to approve the

cross-border division, cross-border conversion or cross-border merger,

as applicable, the transmission of the same certificate shall be made

through the system of interconnection of registers.

(4)

The Registrar shall ensure that the information related to

the striking off of a Maltese registered company as a result of a cross-

border division, cross-border conversion or cross-border merger, and

the information contained on the certificate of completion of the same

operation, shall be made publicly available through the system of

interconnection of registers.

(5)

When the jurisdiction of the company resulting from the

cross-border division, cross-border conversion or cross-border merger

is Malta, the notification that has to be sent by the Registrar informing

the registers of each of the companies involved in the cross-border

division, cross-border conversion or cross-border merger that such

operation has taken effect, shall be sent through the system of

interconnection of registers.

(1)

The Registrar shall ensure that in order to

facilitate the communication between registers through the system of

interconnection of registers a unique identifier shall be assigned to

each company registered in Malta and each oversea company

(SYSTEM OF INTERCONNECTION OF REGISTERS)

constituted or incorporated in another Member State which has

established a branch or place of business in Malta in terms of Part XI

of the Act.

(2) The unique identifier shall comprise the letter MT and

the registration number assigned to the company or to the oversea

company in the register of commercial partnerships in Malta, and in

the case of an oversea company the identifier shall also include

elements to identify the Member State of the domestic register of

origin.

(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,

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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.