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.

With effect from the 1st September 2002 the Registry of Companies shall be implementing a new requirement in connection with the registration of companies and certain statutory forms. This requirement seeks to meet the demands of current international standards, which emphasise the importance of establishing the identity and of retaining proper identification records of owners and officers of companies. As from the 1st September 2002, documents submitted for registration (both in respect of new companies and statutory forms) indicating the involvement in a Maltese commercial partnership of individuals who do not hold a Maltese identity card or entities that are not constituted under Maltese law, should be accompanied by the following: In the case of individuals: A copy of the passport or other official identification document; In the case of companies / other entities: A copy of a certificate confirming the existence of the entity (e.g. certificate of registration, certificate of good standing, etc.). In the case of individuals holding a Maltese identity card or entities constituted under Maltese law, verification of identification / existence will continue to be carried out by reference to local databases and sources of information, including the electoral register and Registry database itself. The submission of bank references in respect of non-resident shareholders shall no longer be required on a compulsory basis, although such practice is encouraged. The Registrar of Companies however reserves the right, in particular cases or classes of cases, to require the submission of any additional information / documentation as he may deem necessary, including the submission of satisfactory references from banks or other referees of standing in respect of any individual or entity (whether resident or otherwise) involved in a Maltese commercial partnership. The co-operation of all those involved in company registration and company secretarial practice is solicited in order to implement this new procedure in a smooth manner.

1. Now that a large number of financial statements for the year ending 31 December 1999 are expected to be submitted for registration in the near future, please remind your members to insert the relative company’s registration number on the covering page of the accounts. 2. With regards to the Annual Return form, please use the form issued by the Registry. Kindly refrain from using the old ‘green’ double-sided form since its format is not suitable for scanning and would entail photocopying of all the pages of the form prior to scanning, causing unnecessary delays in the registration process.

Following the amendments to the Exchange Control Act, Cap. 233 of the Laws of Malta, which has been re-named ‘External Transactions Act’, the exemption from exchange control regulations which was previously given to international trading companies upon application to the Malta Financial Services Authority (MFSA) as agent of the Central Bank of Malta, is now automatically given by law to international trading/holding companies which are wholly nonresident owned. These changes came into effect on 1st January 2004 by means of Legal Notice 427 of 2003. This measure in practice means that a company which restricts its activities to “activities with persons outside Malta who are not resident in Malta”, has the objects clause in its Memorandum of Association so restricted and whose shares are wholly non-resident owned, is exempt by law from exchange control restrictions and no exemption letter need be issued by MFSA.

The euro will replace the following currencies as from 1st January 2002. French Franc, Deutsche Mark, Italian Lira, Spanish Peseta, Dutch Guilder, Portuguese Escudo, Belgian Franc, Austrian Schilling, Irish Punt, Luxembourg Franc, Finnish Markka, Greek Drachma. The Registrar of Companies solicits company directors and practitioners to make the necessary arrangements so that companies whose capital is denominated in one of the above-mentioned currencies adopt an appropriate shareholders’ resolution altering the capital clause in the memorandum of association and converting the capital into euro. This resolution, together with a revised and updated copy of the memorandum and articles of association as amended, should be submitted to the Registrar for registration prior to the 1st January 2002. For companies registered after the 1st January, 1999 (being the date on which the exchange rates between the above currencies and the euro were fixed), the conversion of the currency should not present any difficulties with regard to the application of the Eighth Schedule of the Companies Act. The rate to be used should be the official fixed conversion rate. For companies registered prior to 1st January 1999 with a share capital in one of the above currencies and wishing to convert their share capital into euro prior to 1st January 2002, the conversion rules laid down in the aforesaid schedule apply. Such companies may, however, consider amending their share capital clause with effect from 1st January 2002. In this case it is the view of the Registrar that the fixed conversion rate may be applied. The above does not apply in the following two cases.