The Malta Business Registry would like to remind the public that the Registrar of Companies (the “Registrar”) is accepting documentation in electronic form. All documentation that is required to be submitted to the Registrar in accordance with Maltese company law procedures, may be validly submitted electronically by making use from one of the following methods: (a) The Malta Business Registry’s online portal  (b) The Malta Business Registry’s electronic submissions’ email address All registered users on the current online portal may submit the necessary documentation using the already-established simple method referred to in (a). The information needed in order to follow this step may be found on https://mbr.mt/online-filing-information/   In case that a user is not in possession of a Maltese ID Card or does not hold the necessary infrastructure of a smart card reader, method (b) referred to above may instead be followed. The user in this case is only required to have a valid qualified electronic signature (Refer to Appendix A for more information) to complete electronic submissions and be able to sign the documentation electronically. All the forms and documentation required to be submitted for registration would need to be signed using the respective qualified electronic signature as issued by the qualified trust service provider. Once the documents are signed, the user may then proceed to send the documentation to dedicated email address on esigning@mbr.mt   We urge you to limit the submission of documents / correspondence in paper-format unless it’s absolutely necessary. If documents are delivered to our premises in Zejtun, one can either hand them over directly to our front office staff or place them in a box situated at the entrance of our premises. If one opts for the latter option, it is important that: all documents are accompanied by a covering letter listing all the documents submitted and the name and details of a contact person, and placed in a sealed envelope with the name of the company/ies clearly visible. If documents are delivered by courier, in addition to points (1) and (2) above, the envelope must clearly state the name of the Company Service Provider. Envelopes having missing information will be sent back. If you require assistance or clarification do not hesitate to contact us https://mbr.mt/contact/ Appendix A Notes on qualified electronic signatures What is a qualified electronic signature? This type of electronic signature is a digital signature having the equivalent legal effect of a handwritten signature as referred to in the EIDAS Regulation, a European Union legislative act entitled Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC. Where can one apply for a qualified electronic signature? An official list issued by the European Commission is constantly updated and may be found on https://esignature.ec.europa.eu/efda/tl-browser/#/screen/home   Some of the service providers listed in the official list of EU Trust Services are referred to as qualified trust service providers and can offer the service of a qualified electronic signature . Is one required to apply for a signature every time a document submission is made? No, once a valid qualified electronic signature is issued by the provider to the user, having verified the identity and necessary credentials, the signature may be used more than once and is generally valid for several months/years. Can one submit a scanned handwritten signature or other types of electronic signatures? No, it is only the qualified electronic signature which is acceptable for electronic submissions. Lastly, when a user is submitting documentation electronically signed to the email address indicated, a validation note is expected to accompany the documents. This note may be generated on https://ec.europa.eu/cefdigital/DSS/webapp-demo/validation   The Malta Business Registry reserves the right to further verify the validity of documentation submitted electronically. Any invalid submissions will not be considered and for this reason shall be deemed as never submitted to the Registrar for the purposes of the law. Consequently, there would result the imposition of penalties for any submissions not validly made within the statutory timeframes. Dr Geraldine Spiteri Lucas Registrar of Companies

Kindly note that MBR staff are not able to take calls on Friday 10th December 2021 due to an internal meeting. The online services shall continue to be available as usual on the MBR's website: registry.mbr.mt We thank in you advance for your cooperation.

Today, The Malta Business Registry in collaboration with The Malta Chamber held a conference as part of SME Week 2021 under the auspices of the Ministry of the Economy and Industry entitled ‘Meeting Compliance Requirements’. The CEO and Registrar, Dr Geraldine Spiteri Lucas, said that the MBR’s mission is to provide businesses with peace of mind throughout all their undertakings. “Our portal is your tool and your feedback matters. In fact, we have introduced a simple tool where one could notify us in case of incorrect information, on which action will be taken,” she said, adding that amendments were presented and published following complaints put forwarded to MBR by directors. In his welcome address, Hon. Silvio Schembri, Minister of the Economy and Industry stated, “The Malta Business Registry is an important and ongoing guide for stakeholders.” He described the event as an opportunity for discussion for both The Chamber and MBR to better understand the changes and what is required of them. He stressed on the importance of ensuring that the information given is correct and timely, and understanding the obligations of all parties involved to further enhance collaboration. The Chamber President Marisa Xuereb said, “Compliance and good governance are a priority, and should not be regarded as a legal imposition but as a behavioural obligation arising out of ethical responsibility.” President Xuereb continued by identifying five (5) guiding points that businesses should adhere to when it comes to compliance requirements: 1. Understand what is required, when and why 2. Identify supporting corporate service providers with caution 3. Keep abreast with regulatory changes 4. Provide regular feedback to Chamber consultations 5. Be appreciative that the country is on a steep learning curve on good governance. Dr Marthese Portelli, CEO at The Chamber remarked, “The Malta Chamber is all for better regulation and full compliance without excessive bureaucracy and without disproportionate administrative burdens and costs.”  During her intervention Dr Portelli also brought forward a number of recommendations, which included: 1. Ensuring that all desk officers are giving the same interpretation to guidelines, regulations and requirements 2. Upgrading IT infrastructure and MBR’s platform to be less taxing for the user and to shift manual processes online, thereby increasing efficiency and transparency 3. Seamless integration between Government agencies for the provision of standard documents and information, within the limits allowed by GDPR 4. Introducing a system of blacklisting corporate service providers that repeatedly show negligence or incompetence 5. Providing adequate lead time prior to the entry into force of new regulations. Dr Portelli also insisted on a better level of communication amongst MBR, CSPs and company directors to mutually, whilst acknowledging the efforts being undertaken by MBR to improve efficacy.

The Registrar of Companies deems it necessary to bring to the attention of the public, most notably company directors and secretaries, the requirement to file certain statutory forms or documentation and which according to company law provisions, are due for filing on an annual basis. 1. Annual Financial Statements (Annual Accounts) – Every company (public or private) is required that for each accounting period, its directors lay before the company in the general meeting for its approval, copies of the annual accounts of the company for that period. The laying before and approval by the company in general meeting of a company’s annual accounts for an accounting period, shall be ten (10) months after the end of the relevant accounting reference period for private companies and seven (7) months in case of public companies. The company directors are required to submit a copy of the annual accounts to the Registrar for registration. This is to be done within forty-two (42) days from the end of the period for laying of annual accounts. Annual Return – This statutory Form is provided for in the Seventh Schedule of the Companies Act. The importance of this Form is to keep the Registrar updated on the fundamental information and data relating to the company’s principal activity, share capital, address, and the company’s officers as well as its members. 2. Annual Return – This statutory Form is provided for in the Seventh Schedule of the Companies Act. The importance of this Form is to keep the Registrar updated on the fundamental information and data relating to the company’s principal activity, share capital, address, and the company’s officers as well as its members. The Annual Return is to be submitted to the Registrar by every company, within forty-two (42) days after the date to which it is made up. The made-up date is the company’s registration anniversary date. 3. Annual Confirmation BO Form – This statutory Form is contained in the Companies Act (Register of Beneficial Owners) Regulations. It is to be completed and signed by the company director or secretary in order to confirm that there were no changes to the beneficial owners’ details as held by the Registrar or alternatively, to provide the necessary change in details which would have occurred to that same information as held by the Registrar. This Form is to be filed by those companies falling under the applicability of the said Regulations on an annual basis, within forty-two (42) days after the date to which it is made up. The made-up date is the company’s registration anniversary date. All the above-mentioned annual notifications may be submitted to the Registrar both in paper-format or in electronic form. Forms are available from https://mbr.mt/promo/official-registry-forms/ When submissions are made electronically, it is crucial for every signature contained therein to be a qualified electronic signature, whilst ensuring that all other necessary legal requirements are satisfied. Below please find relevant links: https://registry.mbr.mt/ROC/index.jsp#/ROC/onlinefiling.html Notice on the use of Electronic Signatures – Malta Business Registry ( mbr.mt ) In the eventuality that the above annual filings are not submitted to the Registrar within the stipulated timeframes as provided for by law, every officer of the company is liable to a penalty and, for every day during which the default continues, to a further penalty. Kindly note that the Registrar sends a reminder for such filings via electronic mail to all those companies which would have provided him with a valid correspondence electronic mail address. This e-mail address can be sent to support.mbr@mbr.mt along with the company registration number of the requesting company.                                                                                                                 The Registrar of Companies                                                                                                                 07/09/2021

Kindly note that the DD Forms that must be attached with financial statements filed in accordance with Regulation 64 (1) of the Merchant Shipping (Shipping Organisations – Private Companies) Regulations can be found online on the MBR Online Portal under Quicklinks – Officially Registry Forms – MSR Forms.

The Registrar of Companies would like to bring to the attention of the Company Service Providers and the general public the recent amendments that took place in the Company Service Providers Act and how this will impact on the operations of the Malta Business Registry (MBR). Kindly note the below: Processing by the MBR Persons offering CSP services by way of business as stipulated in the Company Service Providers Act that do not apply for authorisation with the MFSA by the 16 May 2021, will be deemed to be offering these services without authorisation, unless the relevant person falls squarely within one of the exemptions set out in the Company Service Providers Act (Exemption) Regulations. Such persons are therefore required to cease offering CSP services upon the expiration of the deadline unless an application for authorisation has been submitted. Please note that in this respect the MBR will not process any documentation provided by the said person until and unless the said person, in all instances, provides a physical receipt issued by the MFSA confirming that the person has applied for authorisation in terms of Act L of 2020 – Company Service Providers (Amendment) Act, 2020. Amendments to the Share Capital of the Company in light of Act L of 2020 – Company Service Providers (Amendment) Act, 2020 Company Service Providers (‘CSPs’) who were already registered in terms of the Company Service Providers Act prior to the amendments, are to provide the MBR with a copy of the certificate of authorisation issued by the MFSA when making a request for a change in the share capital. The capital requirements per class have been displayed in the table hereunder. Change in the objects clause of the Memorandum and Articles of Association in line with the Class allocated to the Existing CSP in light of the new CSP Regime CSPs who were already registered in terms of the Company Service Providers Act prior to the amendments, are to ensure that, following the allocation of the class of authorisation by the MFSA, if there any changes to the services being offered as a result of the classification allocated which need to be reflected in the objects clause of the Memorandum and Articles of Association, such amendments are to be provided to the MFSA for approval prior to the submission of these changes with the MBR. Who is to apply with the MFSA? For the purposes of Article 3 of the Company Service Providers Act the activities regulated by the Act must be provided by a person by way of business in addition to being provided to third parties. By way of business means that these activities must be provided by a person who either: a) holds himself out as providing company services inter alia by soliciting the services on offer to members of the public; or b) provides company services on a regular and habitual basis. If any one of the conditions specified in a) or b) is satisfied, and the person is directly or indirectly in receipt of remuneration or other benefits for the provision of these services, that person is deemed to be providing the service by way of business and should apply for authorisation by the 16 May 2021.

The Malta Business Registry would like to bring to the attention of subject persons and interested parties the publication of Legal Notice 199 of 2021 which was issued on 30 April 2021. By virtue of this Legal Notice, the Malta Business Registry (MBR) is now considered as a supervisory authority in terms of Regulation 2 (1) of the Prevention of Money Laundering and Funding of Terrorism Regulations (PMLFTR). This new role for the MBR is intended to strengthen our supervisory functions to maintain an accurate and transparent central register of basic and beneficial ownership information for all legal persons. Furthermore, such legal notice is strengthening MBR’s position to work closely with competent authorities, subject persons, companies, foundations and associations in defining acceptable standards undertaken by the MBR on its policies and procedures related to regulatory functions and to continue in its fight against money laundering and terrorist finance.

The Commissioner for Revenue and the Registrar of Companies would like to notify that, in respect of share transfers and changes in issued share capital/voting rights of companies and other commercial partnerships where applicable, or  transfers of interests in partnerships, requiring registration by the International and Corporate Tax Unit (ICTU), all relevant documents should be delivered to the ICTU prior to forwarding any of the requisite documents to the Registry of Companies Unit within the  Malta Business Registry. Please note that with effect from 1st February, the above-mentioned procedure is also applicable in the case of transfers/changes in respect of which there is a valid determination issued in terms of Article 47 of the Duty on Documents and Transfers Act (DDT 10). Any such documentation must be accompanied by the relevant Capital Gains Schedule, auditor’s report and supporting documentation as applicable. It is also being clarified that in the case of transfers (including deemed transfers) of interests held in partnerships, the  capital gains and duty Schedules required to be submitted from an Income Tax and Duty on Documents and Transfers perspective are the same as those applicable to transfers in/changes to the issued share capital held in companies. Any queries in relation to the above may be forwarded by e-mail  on ictusharetransfer.mfe@gov.mt or by telephone on +356 22582200.

Due to the fact that this year the 12th of December falls on a Saturday, the submission of Accounts for Companies with Financial Year End 31st December 2019 can be made on the 14th of December 2020* *Except companies incorporated after 30th June 2019

The Registrar of Companies would like to remind liquidators that Article 322 of the Companies Act provides that where a company is being wound up, whether by the court or voluntarily, and such winding up is not concluded within twelve months after the dissolution of the company, the liquidator shall, within thirty days from the expiry of the said period of twelve months, and subsequently at intervals of six months, until the winding up is concluded, send to the Registrar for registration a Form L4. The Form L4 can be downloaded from: Form L4 Please be aware that if a liquidator fails to submit the Form L4 s/he shall be liable to a penalty and, for every day during which the default continues, a further penalty. The Registrar has noted that the majority of liquidators are not adhering to this requirement and for this purpose liquidators are urged to check their pending liquidations and if these are not finalised as yet to please send the last Form L4 to provide the Registrar with a current update of the dissolution process of that particular company. No penalties will be imposed on Form L4s, of companies that were put in dissolution by the end of 2019, that are delivered to the Registrar for registration by 31/12/2020. Please be informed that notifications of resignations of liquidators (Form L3) will not be registered unless the last Form L4 is submitted. Kindly note that Article 300(1) provides that “Upon the resignation of a liquidator from his office, he shall deliver to the Registrar for registration a notice of his resignation and the resignation shall only become effective on such registration. ” Please note that on 1st January 2021 the Registrar will be reviewing the pending liquidations and will impose the relevant penalties mentioned in Article 322 (2) of the Companies Act. Joseph Farrugia Registrar of Companies 30th October 2020

The Malta Business Registry clarifies that the use of electronic signatures by the general public for the submission of documents to the Registrar is possible in accordance with EU legislation, specifically Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC ( ‘ eIDAS ’ ). The eIDAS stipulates specific standards for electronic signatures, qualified electronic signature creation devices, qualified certificates for electronic signatures, electronic seals, electronic timestamps and other electronic authentication mechanisms that must be adhered to for recognition across all EU Member States.    Before submitting documents to the Registrar, signatories are to ascertain that the use of electronic signatures adheres to the provisions contained in the eIDAS. For an electronic signature to have the equivalent legal effect of a handwritten signature, it must be a qualified electronic signature , as provided by Article 25(2) of the eIDAS. Consequently, this type of electronic signature is the type duly recognised by the Registrar in terms of Article 82 of the Companies Act (Chapter 386 of the Laws of Malta).   Under the eIDAS, a qualified electronic signature is an advanced electronic signature created by a qualified electronic signature creation device based on a qualified certificate for electronic signatures issued in an EU Member State. A qualified electronic signature based on a qualified certificate issued in one Member State shall be recognised as a qualified electronic signature in all other Member States. A qualified digital certificate for an electronic signature attests to the authenticity of a qualified electronic signature issued by a qualified trust service provider.    Qualified certificates for electronic signatures shall meet the requirements set out in Annex I of the eIDAS. The following notes provide a general overview of the requirements that a certificate should possess, for reference purposes only: An indication that the certificate issued would have been issued as a qualified certificate for electronic signature; A set of data unambiguously representing the qualified trust service provider issuing the qualified certificates; At least the name of the signatory or a pseudonym; if a pseudonym is used, this should be clearly indicated Electronic signature validation data that corresponds to the electronic signature creation data; Details of the beginning and end of the certificate’s period of validity; The certificate identity code (unique for the qualified trust service provider); The advanced electronic signature or advanced electronic seal of the issuing qualified trust service provider; The location where the certificate supporting the above advanced signature or seal is available free of charge; The location of the services which can be used to enquire about the validity status of the qualified certificate; An appropriate indication as to whether the electronic signature creation data related to the electronic signature validation data is located in the qualified electronic signature creation device. The list of approved eIDAS Trust Service Providers in the European Union may be accessed on https://webgate.ec.europa.eu/tl-browser/#/    The trust service provider associated with an electronic signature may be verified by submitting an electronically signed document on https://webgate.ec.europa.eu/tlbrowser/#/search/file/1     Anyone signing a document electronically is expected to  verify the validity of a qualified electronic signature with all the corresponding technical and legal details prior to submitting documents to the Malta Business Registry (“MBR”), by uploading the electronically signed document/s on https://ec.europa.eu/cefdigital/DSS/webappdemo/validation     Kindly note that electronically signed documents uploaded via the MBR’s online system are accepted.  It is the obligation, and sole responsibility, of the person submitting the document to ensure that the document is signed in accordance with the above specifications and that all verifications were made.  In the eventuality that electronically signed documents are not submitted via the MBR’s online portal, the company, or its representative, is required to submit the same electronically signed documents to the Registrar by sending all the documentation on esigning@mbr.mt accompanied by the following: A declaration found in Annex I by the person filing the documents (company officers, company service provider or any subject person) attesting for the electronic signature utilised on the submitted document/s;  The validity assurance report of the electronic signature generated from the above indicated link, i.e. https://ec.europa.eu/cefdigital/DSS/webappdemo/validation   The Registrar reserves the right to verify the validity of electronic signatures to ensure compliance with eIDAS requirements. If the electronic signature is not a qualified one and is found not to follow the above criteria, an officer from the MBR will revert the documents via email to the sender’s address. In this case, the respective documentation is deemed to be ‘not submitted’ to the Registrar, resulting in the corresponding imposition of statutory penalties. Download E-Signature Declaration Mr Joseph Farrugia Registrar of Companies

We would like to inform our esteemed clients that our staff will be undergoing internal training. For this reason no telephone queries will be handled during the whole day. We thank you in advance for your cooperation.