Please note the following fees as amended by the Companies Act (Fees) (Amendment) Regulations, 2017. Applicable as from 20 July 2017. Every copy per sheet (regarding order of documents) €0.50 Certificate regarding true copies: in unbound form €5 Certificate regarding true copies: in bound form €10 For a certificate regarding the directors of a company (list of directors) €10 Change of company name (including “shipping” companies) €50 For any another certificate regarding a company issued upon request (per page) €20 Reservation of Name €10 Conversion of a commercial partnership in accordance with Article 332: €100 Change of status of a company in terms of Article 213 €100 Registration of European Economic Interest Grouping €1,000 Review by the Registrar of a Prospectus €1,500 Transfer of Registered office of a European Company (SE) €1,000

The Registry of Companies Online System is currently being upgraded. One of the new features of the system will be the possibility of issuing automated electronic reminders to all registered companies concerning the due dates and deadlines regarding the filing of the annual returns and annual accounts of companies. For this purpose we need to be provided with one or more valid e-mail address/es where such reminders will be delivered. The company may provide its own office e-mail address, or any other e-mail address where the officers of the company would prefer to receive such reminders, for example the e-mail address of its accountant or legal practitioner. It is important that the e-mail address/es provided is/are functional and regularly used so that the reminders will be read in time. It is in your company’s interest that we are furnished with such electronic address/es at the earliest opportunity so that you may benefit from this service as soon as it is up and running. This automated reminder service should help you avoid incurring penalties when filing deadlines are overlooked. The Registry of Companies is launching this service to assist company officers in meeting their legal obligations as to the filing of annual returns and annual accounts. Please note however that the Registrar of Companies is under no legal obligation to issue these reminders. It is the responsibility of the officers of every company to see that the annual return and the annual accounts are filed on time. The Registrar has the right, as well as the duty, to issue and collect any penalties in terms of law for non-submission of the said documents, irrespective of whether a reminder was received by the company.

It has been noticed that often banks are issuing receipts for the deposit of initial paid up capital in respect of new companies in formation without the company name being indicated on the document. This type of “bank slip” is not proper evidence of the paid up capital. Furthermore bank slips without the company name may lead to confusion and mistakes. The Registry of Companies shall henceforth not accept as evidence of paid up capital, bank receipts that do not show the name of the company in formation in a clear and legible manner. In the case of computer generated receipts, where the company name is not printed, the company name should be inserted in legible handwriting and should be duly endorsed by the bank rubber stamp. Practitioners and company promoters are encouraged to assist the Registry on this issue in order to avoid undue delays in the registration of companies.

The Registry of Companies wishes to notify authorised representatives of all Companies registered in Malta that following an extensive and thorough enhancement of its software, an upgraded system will go live as from the 23rd January 2017. The system will, on the basis of companies’ records held at the Registry of Companies, generate the following notifications. Reminders when annual returns are due – advising of the 42 days period before the filing deadline; Reminders of the date by which annual accounts were to be approved by the company in general meeting – advising of the 42 days period after such date that the accounts should be filed; Notifications when penalties are issued in respect of late submission of Annual Returns and Annual Accounts. These notifications will continue to be issued on a monthly basis until the Annual Return or Annual Accounts are filed. Authorised representatives who have supplied the Registrar with an email address will be receiving the notifications by e-mail whilst manual notifications will be sent where an email address is not available. It is to be appreciated that while the system has been rigorously tested to ensure its correct functionality, there may be situations where incorrect company data on the register may cause notifications/reminders to be issued erroneously. Consequently, authorised representatives are requested to ensure that data in the company register is correct and up to date. Authorised representatives are kindly requested to supply the Registrar with a valid email address to be utilised for all notifications.

Company directors should be aware of new accounting rules which have become applicable for financial years commencing on or after 1st January 2016, relating to the preparation and presentation of annual accounts. It is the responsibility of directors to ensure that annual accounts in respect of their company are prepared and filed with the Registrar of Companies in accordance with the Companies Act. Directors of companies qualifying as small companies who want to take advantage of any exemption granted to such companies by the Companies Act are required to make a declaration as referred to in Article 183 when submitting their companies’ annual accounts to the Registrar. For this purpose directors should use the relevant template declaration which may be downloaded from the Registry of Companies website under the Official Registry Forms section. This declaration, duly signed, is to be filed at the Registry of Companies together with the relative annual accounts when such accounts do not include: – The Directors’ report, and/or – The Profit & Loss account/Income statement The directors making the declaration are to do so by ticking the appropriate boxes. Directors are to ensure that the basis on which the company is entitled to be considered as a small is correctly declared. When in doubt directors are urged to seek clarification or confirmation from their accountants or advisors. It is to be noted that giving a false statement or declaration to an authority is an offence in terms of law.

Following amendments made to the Duty on Documents and Transfers Act in 2010, in particular to article 64(1) of the said Act, which is quoted below, please note that the Registrar of Companies may not accept for registration any document or notice regarding a transfer of shares, an increase or reduction in the issued share capital or a restructure of a company’s share capital, including changes in the voting rights, unless evidence is produced that the said transfer or change in share capital has been notified to the Commissioner of Inland Revenue. A receipt stamp is usually given by the Commissioner on the relevant document to be submitted to the Registrar as evidence of notification. “No person or authority shall, where a transfer is subject to duty under this Act, or where a transfer of value is exempt from duty by virtue of the proviso to article 42B, other than paragraph (iv) of the said proviso, register any transfer, reduction, or allotment of company shares whether in the name of a transferee or any other person claiming through or under him or otherwise, before ascertaining that such transfer, reduction or allotment has been notified to the Commissioner in accordance with this Act.”. The above does not apply in the following two cases. In the case of a change in the share capital of a company whose securities are listed on a stock exchange recognised under the Financial Markets Act; In the case of the issue of shares or share reductions carried out by companies falling within the scope of article 47 of the Documents and Transfers Act in respect of which the Commissioner has issued a determination. A copy of the relevant Form DDT10 issued by the Commissioner should be delivered to the Registrar so as to confirm exemption from the provisions of the Duty on Documents and Transfers Act.

Article 211 of the Companies Act, concerning the private exempt company, has been amended to the effect that the condition that a body corporate shall not hold, or have interest in, any shares or debentures of the company for a company to be able to qualify for the status of exempt company has been removed. This means that the shareholding of a private exempt company may include any type of body corporate, including foreign entities, provided that the other conditions mentioned in article 211 are satisfied. Sub-article (2) of the said article 211 now reads as follows. (2) The conditions required by sub-article (1) are – (a) that the number of persons holding debentures of the company is not more than fifty; and (b) that no body corporate is a director of the company, and neither the company nor any of the directors is party or an arrangement whereby the policy of the company is capable of being determined by persons other than the directors, members or debentures holders thereof. Company practitioners are urged to review their standard Memorandum and Articles of Association in order to take into account the above-mentioned amendment.

Directive 2013/34/EU of the European Parliament and of the Council regarding annual financial statements of companies was transposed in Maltese laws by means of Legal Notice 289 of 2015 entitled “Accountancy Profession (General Accounting Principles for Small and Medium-Sized Entities) Regulations, 2015”, and amendments to the Companies Act, 1995. The changes will affect financial reporting periods beginning on or after 1st January 2016. Attention is drawn to the following two changes consequent to the provisions of the new Directive: The exemption from the preparation of consolidated accounts previously granted by article 172 of the Companies Act in the case of eligible Financial Holding companies has been removed. The Registrar will therefore not be able to grant any exemption for financial periods commencing on or after 1st January 2016. The possibility for certain companies to extend the period allowed for laying accounts before the general meeting will no longer be available. The relative statutory notices, Form U and Form U (1), may no longer be submitted to the Registrar for the said financial periods.

Please note that as from 1st September 2011 the payment requested by the Registrar of Companies in respect of the cost of the publication of notices in a daily newspaper shall be as follows. Amalgamation/Merger of Companies €50 Division of Companies €50 Cross-Border Merger €100 Conversion of Company/Partnership €50 Reduction of Capital €50 Contribution Reduction/Assignment of Interest €50 Notice of Dissolution €10

Legal Notice 69 of 2011 (as amended by Legal Notice 77 of 2011) – United Nations Sanctions (Libyan Arab Jamahiriya) Regulations Council Regulation (EU) No 204/2011 of 2 March 2011 concerning restrictive measures in view of the situation in Libya Council Implementing Regulation (EU) No 233/2011 of the 10 March 2011 implementing Article 16(2) of Regulation (EU) No 204/2011 concerning restrictive measures in view of the situation in Libya The Registrar of Companies wishes to bring to the attention of directors and company secretaries of Maltese companies the above Legal Notice and EU Council Regulations. These instruments impose sanctions and restrictive measures directed against the Libyan Arab Jamahiriya and against a number of designated individuals and entities (listed in the sanctions) in connection with the situation in Libya. These instruments can be viewed on the MFSA website under EU & International Affairs/International affairs/International Sanctions. Legal Notice 69 of 2011 reproduces and implements the sanctions adopted by the Security Council of the United Nations by resolution 1970/2011 of the 26th February 2011. The EU Council Regulations have immediate effect in Maltese law and require no implementation measures. These sanctions set out a number of measures which include an arms embargo against the Libyan Arab Jamahiriya, a travel ban which applies to a number of designated individuals and an asset freeze on all funds, financial assets and economic resources (definitions in Article 1 of Council Regulation (EU) No 204/2011) which are owned or controlled, directly or indirectly, by a number of designated individuals and entities. These sanctions are not addressed only at the financial sector but at any person, company or entity, including professional practitioners such as lawyers and accountants and individual citizens, who may have or hold funds, financial assets and economic resources covered by the sanctions. Acting in contravention of the sanctions is a criminal offence and is punishable by imprisonment and, or a fine. The asset freeze imposed by the sanctions requires that any funds, financial assets and economic resources owned or controlled, directly or indirectly by the designated individuals and entities shall be subject to freezing with immediate effect and no such funds, financial assets and economic resources shall be made available to or for the benefit of the designated individuals and entities. Any person who identifies, holds and freezes any such funds, financial assets or economic resources is required to without delay notify in writing the Sanctions Monitoring Board at the Ministry of Foreign affairs. Notification may also be made at sanctions@mfsa.com.mt . Accordingly, as directors and company secretaries you are required to freeze all assets including shares, bonds, debentures, warrants, notes and any other debt instruments and securities by whatever name they may be called and any related certificates which are registered or otherwise recorded in the name of any of the designated individuals and entities. You should consequently not recognise, record or register any transfer, assignment, disposal, liquidation, acquisition or any alteration whatsoever in the holdings of designated individuals and entities. You should furthermore not approve, authorise or make any payment to designated individuals and entities of funds of any kind, including but not limited to dividends, profits, income, interests, repayment of capital, repayment of loans or any other value accruing or generated from the holdings or other interests that such designated individuals and entities may have in your company. You are invited to take note of any additional or new sanctions that may come into force (including new designations of individuals and entities), to exercise caution and vigilance and to seek professional advice as may be necessary to ensure that you and your company do not in any way support activities, individuals or entities which are subject to sanctions or other restrictive measures.

As directors and company secretary of a newly registered company you should be aware of your responsibilities and duties under the Companies Act. The company is a separate legal person, distinct from the shareholders or the directors. You are therefore expected to act honestly and in good faith in the best interests of the company. The Companies Act sets out a number of duties and responsibilities for directors and the company secretary in respect of various matters. You are invited to seek professional guidance and advice to ensure you are aware, understand and are able to comply with your obligations. Not knowing what your obligations are does not excuse your failure to comply. Non-compliance may not only be detrimental to the company but will often make you personally responsible and liable for fines. Certain serious malpractices may even constitute an offence. Your duties under the Companies Act include the submission of various notifications and documentation to the Registrar of Companies. If you fail to submit documents or submit them late you will be liable to a fine, including daily fines. The most common documents are the following: 1. Every company is required to submit to the Registrar an Annual Return accompanied by the appropriate registration fee upon each anniversary of the company’s registration. The return should be signed by at least one director or by the company secretary and should be submitted to the Registrar by not later than 42 days from the anniversary date. The Annual Return (Form Z) may be downloaded from here . You should therefore keep note of the date when the return should be drawn up and submitted. 2. As directors you have a duty to prepare annual accounts and to submit a copy to the Registrar. Normally accounts must be submitted by not later than ten months and 42 days (private company) or seven months and 42 days (public company) from the financial year end. This is 31st December unless otherwise notified to the Registrar. You should cooperate with your accountants and the company auditors to ensure annual accounts are prepared, approved and submitted to the Registrar on time. 3. You also have a duty to inform the Registrar about certain matters, changes and events that occur during the lifetime of the company. This information is normally submitted on prescribed forms available from here within 14 days from the happening of the matter, change or event. The most common notifications concern the following: changes among directors and company secretary (new appointments, resignations or removal) and in the legal representation of the company – use Form K; transfer and transmission of shares – use Form T; amendments to the memorandum or articles of association. A copy of the resolution together with a revised and updated copy of the memorandum and articles of association must be submitted to the Registrar; change in registered office of the company – use Form Q; issue and allotment of shares – use Form H; dissolution of the company – use Form B1. The above is an indication of your most common obligations and is not an exhaustive list of your duties as directors or company secretary.

Legal Notice 178 of 2004 (Revocation of Restrictions Regulations, 2004) which has come into force on the 19th April 2004, has revoked all restrictions previously imposed by the External Transactions Act. Regulation 3(3) nevertheless states that “Applications by residents of a nonEEA country for the issue, acquisition, sale and redemption of securities not listed on the Malta Stock Exchange in local companies established, or to be established, in Malta have to be cleared by the Registrar of Companies at the Malta Financial Services Authority”. Thus, with immediate effect, while participation in Maltese companies by residents of the EEA (i.e. all EU countries, Norway, Iceland and Liechtenstein) is completely unrestricted, participation by non-EEA residents will be cleared by the Registrar. Approval by the Trade Department will no longer be sought prior to the registration of new companies having nonresident shareholding or prior to the registration of notices of share transfers/allotments to non-residents in Maltese companies. Clearance by the Registrar in respect of participation in Maltese companies by non-EEA residents will require the submission to the Registrar of a satisfactory bank or other reference from a reputable source in respect of the shareholders. It should be noted that the registration of a company and the issue to the company of the Certificate of Registration is without prejudice to and does not exempt the company from its obligation to obtain any other licence, permit or authorisation as may be required in respect of the activities to be carried out by the company under the Trading Licensing Act or under any other law or regulation in force in Malta. It is the responsibility of the directors of a company to ensure that the company complies with all applicable legal requirements and that any licence, permit or authorisation as may be required is obtained from the relevant authorities prior to the company commencing its activities.