Several amendments have been implemented into the Companies Act (Cap. 386 of the Laws of Malta) by virtue of Act LX of 2021. The amendments took effect from 01 February 2022.
In a nutshell, the amendments are the following:
New Requirements for the Memorandum and Articles of Association of companies (Article 69):
In its memorandum, each company must specify the email address of the company. Accordingly, this address will be used for official electronic correspondence and notifications sent by the Registrar of Companies.
Appointment of Directors (Article 139):
Upon appointment, directors must confirm their explicit consent to be appointed as a director of the company. Their consent must be evidenced either by signing the memorandum of the company or by submitting a declaration in writing.
Moreover, a person being appointed as a director must also declare to the Register whether he / she is aware of circumstances that could lead to disqualification from holding the office of director.
New Statutory Forms – Form K and Form K (1):
To facilitate the requirements above, two statutory forms have been put into effect (link to Form K and Form K(1)):
Form K: This is divided into sections “A” and “B”. Section A replicates the previous Form K. Section B provides for newly appointed directors to indicate their consent and confirm their declaration in terms of Article 139 (1) of the Companies Act.
Form K(1): this must be signed by directors upon the formation of a company.
The above-mentioned forms were accepted as of 01 February 2022, and any other forms other than the above will be rejected by the Malta Business Registry.
