Post-Registration Companies Compliances in Malta- An Overview

After the successful incorporation of a company in Malta, every company has to provide Annual Returns and Accounts every year to the Malta Business Registry. These annual accounts and returns of the company are supposed to be signed either by the company secretary or a director of the company. These returns are supposed to be submitted to the Registrar within a period of forty-two days from the date of incorporation. Failure to furnish returns may result in the imposition of penalties.

The annual returns can be submitted in both paper and digital form and should provide the following information:

• Name of the company;
• The official registered address of the company;
• The share capital and details regarding the percentage of the paid-up capital; and
• Identification of the directors, shareholders, officers, corporate bodies and company secretaries should also be provided.

The annual returns are supposed to be filed along with the applicable fees to the Malta Business Registry. The applicable fee depends on the amount of share capital of the company.

Additionally, if any changes take place within the company, such as the appointment of a new director, or new director taking office or the company changing its registered office address; the same needs to be notified to the Registrar expeditiously.

Malta Business Registry has prescribed different forms for reporting different changes within the company. For example: Form H is submitted to report the increase in the share capital of the company, Form K is furnished for reporting changes among the directors, company secretaries and representations of the company, Form Q is submitted to report a change in the registered office address of the company, Form T is submitted to report the Transmission or Transfer of shares etc.

Enterslice advises and assists in the preparation of a business calendar that records all the important steps and guidelines to be met by your company to ensure that your company is always on the right side of the law.

Major Post-Registration Compliances in Malta

In order to be on the right side of the law, every company in Malta needs to fulfil certain post-registration compliances in Malta. Depending on the requirements, every company needs to file returns annually or when the circumstances change. The major compliances that every company need to follow are as follows:

1. Filing of Annual Returns

Every company registered in Malta is required to submit their annual returns to the Registrar at the Malta Business Registry within a period of 42 days from the made-up date. The made-up date is the date of incorporation of the company. The annual returns can be filed either in an electronic format or in hard copies. The annual returns should include the following information about the company for the relevant year:

• Name of the company
• Registered address of the company
• The issued share capital and authorised share capital and the percentage of the paid-up capital
• The name, address and identification number of the shareholders of the company, along with the amount and class of shares held by each of them. In case the shareholder is a body corporate, then the name, company number and the registered office address of the company, along with the amount and class of shares held by each of such body corporates.
• The name, address, identification of the directors of the company and, in case of a body corporate, the company’s name, company number and the registered office address of the company
• The name, address and identification number of the company secretary. In case the company is a corporate body, the name, company number, and registered office address have to be furnished.

The annual returns of the company must be signed either by a director or a company secretary of the company. Along with the annual returns, a prescribed fee has to be submitted which must be paid according to the share capital of the company. Following is the relevant fee for the filing of annual returns:

Consequences of not filing Annual Returns

Where a company fails to furnish the annual returns within the prescribed limit of 42 days from the made-up date, penalties can be imposed by the Malta Business Registry. The penalty for non-filing of the returns could go as high as € 2,329.37 per annual return.

However, the officers of the defaulting companies have the option of speaking with the Registrar for the settlement of the penalties.

2. Filing a change in the name of the Company

The name of the company is provided in the Memorandum of the company as per Article 69(1)(c) of the Companies Act. If a company wants to change the memorandum of the company, then it is required to follow the process mentioned under Article 79 of the Companies Act, by passing an extraordinary resolution to introduce changes in the memorandum.  

It is the responsibility of the directors and the company secretary to deliver a printed copy of the aforementioned resolution to the Registrar, for registration purposes, within a period of 14 days from the date of the resolution, along with a revised and updated copy of the memorandum and the articles, incorporating all the details.   

After complying with the aforementioned procedure, the Registrar makes the changes in the company’s name and enters the new name of the company on the Register in place of the former name. Thereafter, a certificate of registration is issued that has been altered to meet the circumstance of the case.

Tips

It is advised by the compliance experts at Enterslice to reserve the proposed name beforehand by submitting a notice to the Registrar before making an application for a change of the company’s name. Such name reservation remains valid for a period of 3 months. The Registrar does not delay the communication of refusal of the request for name reservation.

Refusal to the request to reserve a name for the company can be made on the grounds such as the proposed name would be the same or similar to the name of another company in the opinion of the Registrar, or it could create confusion in the minds of the common public. Refusal can also be made if the Registrar finds the name to be offensive or undesirable or if another person has reserved the name in the preceding 3 months.

Failure to comply

In case the concerned directors or company secretaries of the company default in complying with this provision, then all the officers of the company who are responsible for default shall be liable to a penalty. Moreover, for every day the default continues, a further penalty shall apply.

3. Filing changes regarding the Company Secretary, Directors or the representation of the company

In case changes have been made to the company secretary, directors or in the representation of the company, then the company is supposed to send a return of such change to the Registrar specifying the date, name, identification number, nationality and residence or the name, registered office and registration number of the new director or the company secretary. This return has to be furnished in Form K within a period of 14 days from the date of happening of such change.  

The Registrar has the right, before making the proposed changes, to take such steps and demand such information from the company as he deems necessary to ascertain the correctness of the return and to find out whether the provisions of the Companies Act have been complied with or not.

These returns are supposed to be signed by the company secretary or any director of the company. Where a director has been appointed as a director in a public limited company, the director appointed is mandated to send a signed consent form in writing along with the return.

Consequences of not filing the returns

If the return is not furnished in time, then the officer in default shall be liable to a penalty for every day for which the default continues and may also lead to a further penalty.   

4. Increase in the share capital

If a company wants to increase the issued share capital of the company, then it needs to file the shareholder’s resolution regarding such an increase with the Registrar of Companies. The prescribed form for increasing the issued share capital of the company is Form H.

Additionally, the following things need to be attached along with the form such as:

• A bank deposit slip indicating the allotment made in cash.
• An expert’s report is required when the allotment is made for considerations other than cash.

It must be noted that the Registrar may accept any necessary paper or notice for the registration of transfer of shares unless he is provided with a piece of evidence stating that the said transfer of shares has been notified to the Commissioner of Inland Revenue. The Commission usually issues a receipt stamp on the relevant necessary paper, which is supposed to be submitted to the Registrar as evidence of notification. Form H has to be submitted along with the identification necessary papers and the bank reference.

Failure to comply

In case the form is not filed in time along with the particulars of the company, then every officer of the company who is responsible for such default shall be liable to a penalty which may further increase every day till the default continues.

5. Changes in the address of the Registered Office

Every company is obligated to send a return to the Registrar of Companies if there is a change in the address of the registered office of the company. The new registered office must be in Malta. Such an office should be the one that is actually being used by the company. The return for the change of the registered address of the company is made in Form Q.

The return should be signed by the company secretary or any one of the directors of the company. If the company is not the owner of the new address, then the company has to submit a letter signed by the owner of the registered address giving his consent to the company to use his/her premises as their registered office by submitting a letter in this regard. This letter has to be sent along with Form Q.

Failure to comply

In case the form is not filed in time along with the particulars of the company, then every officer of the company who is responsible for such default shall be liable to a penalty which may further increase every day till the default continues.   

6. Transmission or Transfer of shares:

If a transfer or a transmission causa mortis of shares takes place, the company shall within a period of 14 days from the date of transfer of shares is registered with the company, and within a period of 1 month in case of transmission causa mortis of shares has been registered in the name of the person entitled to be the holder of such shares, the company shall deliver to the Registrar of Companies a notice of such transfer and transmission causa mortis stating the names and addresses of the transferees or the names and addresses of the persons that are entitled to shares transmitted causa mortis.

In the case of a public company, whose shares are being listed on a regulated market or on an equivalent market in a non-EEA State or non-Member State, the delivery to the Registrar shall take place within a period of 90 days from the date on which the shares are registered with the company. Similarly, registration has to be done with the Registrar of shares transmitted causa mortis within a period of 90 days from the date of transmission causa mortis. The registration here has to be done in the name of the person entitled to be registered as the holder of such shares.