Act XVII of 2020, amending the Second Schedule to the Civil Code (hereinafter referred to as the Second Schedule) has been published on 11th August 2020. This notice is being brought to the attention of all subject persons and administrators of legal organisations. By virtue of these amendments, the functions of the Registrar of Companies have been widened. He shall now also exercise the functions of Registrar of Legal Persons as specified in the Second Schedule and in any subsidiary legislation made to the Second Schedule, apart from the functions of the Registrar of Companies. The foundations and associations Unit is made up of: Mr Joseph Farrugia: The Registrar and MBR’s CEO Dr Geraldine Spiteri Lucas: Chief Legal Officer Dr Maria Schembri: Senior Professional Officer Ms Claudia Stafrace Dalli: Junior Analyst All forms of foundations and associations can be accessible on https://mbr.mt/foundassoc-application-forms/ New applications/ documents of foundations and associations are to be delivered to MBR, AM Business Centre, Triq il-Labour, Zejtun and order of certificates of good standing are to be made on foundations.associations@mbr.mt Annual fees and registration fees shall now be paid to the bank account of Malta Business Registry. One may affect payment by means of a cheque addressed to MBR or by means of a bank transfer to any of the following bank accounts: Bank of Valletta plc 229, Fleur-De-Lys Road, Birkirkara BKR9069, Malta Account Number: 40025310447 IBAN: MT09VALL22013000000040025310447 BIC: VALLMTMT Beneficiary: Malta Business Registry HSBC Bank Malta plc Business Banking Centre, Mill Street, Qormi QRM3101, Malta Account Number: 002-173649-001 IBAN: MT91MMEB44026000000002173649001 BIC: MMEBMTMT Beneficiary: Malta Business Registry The name of the organisation and an indication of payment is for (for example, the registration fee/ annual fee for a particular year etc) should be indicated when one effect payment by means of a bank transfer.  Any queries relating to foundations and associations may be sent by email to foundations.assocations@mbr.mt

The Companies Act (Public Companies – Annual General Meetings Regulations), 2020 is applicable to those public companies (hereinafter referred to as “company/companies”) whose annual general meeting was due during the global COVID-19 pandemic. Such regulations apply to those companies who have more than six (6) shareholders and due to the closing of certain venues and restrictions on gatherings imposed by the Superintendent of Public Health, such annual general meetings could not be held. These regulations address the requirements of companies to convene an annual general meeting in accordance with Section 128(1) of the Companies Act and the period of fifteen (15) months specified therein has, by virtue of these regulations, been extended by five (5) months. Annual general meetings and extraordinary general meetings may by virtue of these regulations, be held remotely and the procedure under Regulation 5(2) shall be followed. If the company follows the mentioned regulation, shareholders shall only be able to appoint the Chairman of the meeting as their proxy and they are to indicate on the form of proxy, the manner in which such proxy is to vote on each resolution put to the meeting. These regulations also specify that sufficient time must be allowed for shareholders to ask questions which are pertinent and related to the items on the agenda, by submitting such questions within forty-eight (48) hours prior to the meeting. The questions will then be answered by the directors or by such persons delegated for this purpose. Answers will be uploaded on the website of the company within forty-eight (48) hours from the termination of the meeting. These regulations also provide for an extension for the laying and approval by the company in the general meeting of the company’s accounts and the period specified in Section 182(2)(b) shall by virtue of these regulations, be extended by five (5) months. Therefore, the period of forty-two (42) days referred to in Section 183 of the Act shall start running from the period extended. A company availing itself of the extension mentioned in these regulations, shall deliver to the Registrar for registration, a notice (AGM Form) attached to these regulations. Failure by any company to submit such form will render every officer of the company who is in default, liable to a penalty of five hundred (500) Euro. The relevant form can be downloaded from here For further clarification kindly send an email to legal.enforcement@mbr.mt Mr Joseph Farrugia Registrar of Companies 10/07/2020

The Minister for Economy, Investment and Small Businesses issued new regulations under the Companies Act entitled the Companies Act (Shipping and Aviation Cell Companies) Regulations. The purpose of these regulations is to create a new structure to be used by companies operating in the shipping and aviation field by means of cell companies. After the success of cell companies established under the Companies Act for cell companies in the field of insurance, securitisation vehicle and incorporated cell companies and incorporated cells to carry on any financial services business, it was felt that this can also be extended to the shipping and aviation industry.  Companies of these types will be distinguished from other companies by their name as the name needs to have the words Mobile Assets Protected Cell Company” or “MAPCC”. Companies with such structure may be formed or constituted as a cell company to carry on shipping or aviation business as defined in article 84E of the Companies Act or else a company carrying on such business may be converted, if so authorised by its memorandum and articles of association, into a cell company. The assets of a cell company shall be either cellular assets or non-cellular assets. The assets attributable to a cell of a cell company comprise assets represented by the proceeds of cell share capital and reserves attributable to the cell and all other assets attributable to the cell. A cell company may, in respect of any of its cells, create and issue shares (“cell shares”) the proceeds of the issue of which (“cell share capital”) shall be comprised in the cellular assets attributable to the cell in respect of which the cell shares were issued. These cell companies are obliged to inform third parties that they are dealing with a cell company and that there are two regulations which specifically deals with creditors and recourse of creditors to cellular assets. Moreover, Cell companies and their cells shall comply with the provisions of Companies Act (Register of Beneficial Owners) Regulations which shall be applicable mutatus mutandis to cell companies and their cells as established in Regulation 17. The regulations also cater for transfer of cellular assets from cell company, liquidation of cell companies and cells.

Changes to the Companies Act (Register of Beneficial Owners) Regulations, 2017 (hereinafter referred to as the ‘Regulations’) will become effective following the entry into force of Legal Notice 247 of 2020. This notice is being brought to the attention of all company officers and provides an overview of the regulatory changes being introduced. When submitting a declaration containing information on the beneficial owners of a company, a certified true copy of the official identification document for every beneficial owner is to be submitted to Registrar.  Similarly, upon submitting a notice of change in the beneficial ownership of a company, apart from being duly completed and signed by at least one director of the company or the company secretary, a certified true copy of the official identification document for every beneficial owner shall also be submitted to Registrar. A new obligation is being introduced whereby a company shall upon each anniversary of its registration file a return in the form set out in the First Schedule of the Regulations. The return is to show any change in the details on beneficial owners such as name, country of residence or official identification document number, or confirm that no change in details took place. Upon completion, the return is to be signed by at least one director of the company or the company secretary and delivered to the Registrar for registration within forty-two days after the date to which it is made up. This applies with immediate effect. In the eventuality of a change in the senior managing officials of a company, the said company shall, within fourteen days after the date on which the change is recorded with the company, deliver to the Registrar a notice of the change, in the form set out in the First Schedule of the Regulations. When there occurs at any time, any change in details on beneficial owners such as name, country of residence or official identification document number, the company may deliver to the Registrar for registration a return, in the form set out in the First Schedule of the Regulations. When this change involves a change in name or official identification document number, the company shall also submit a certified true copy of the identification document of the beneficial owner. The powers of the Registrar in matters concerning registration matters have been widened. The Regulations provide that the Registrar may: Refuse to register any document of a company if the beneficial ownership information was not submitted or if he is not satisfied that the company has provided accurate and up to date information on all the beneficial owners of the company; Restrict new incorporations for directors involved in other Maltese registered companies that failed to submit information on beneficial owners; Before registering a new company or return, take such steps and require such information or documentation as he may deem necessary to ascertain the correctness of the beneficial information submitted to him In order to ensure accurate and current information, the Registrar initiated physical on-site investigation in order to establish the current beneficial ownership and to verify that the beneficial ownership information submitted to him in respect of a commercial partnership is accurate and up to date. This right given to the Registrar shall not be restricted, obstructed or precluded in any manner. The penalty imposed by the Regulations with respect to incidents whereby the Registrar deems it necessary to update the beneficial ownership information in the register in terms of the Regulations, is being increased and every officer of the company shall be liable to a penalty of not more than one hundred thousand euro (€100,000). The administrative penalties have also been increased as per below schedule: Regulation Default Penalty Daily Penalty 5(5) Failure to keep record of beneficial owners Euro 5,000 Euro 100 6(5) Failure to provide information to the Registrar about a change in beneficial ownership of a company Euro 5,000 Euro 100 6A(2) Failure to provide the Registrar with an annual confirmation of details Euro 5,000 Euro 100 6A(3) Failure to provide information to the Registrar about a change in senior managing officials of a company Euro 5,000 Euro 100 8(2) Failure to comply with regulation 5 within six months from the coming into force of the regulations Euro 10,000 Euro 500 8(5) Failure to provide the Registrar with a declaration containing information on the beneficial owners of the company Euro 10,000 Euro 500 The new forms can be accessible from https://mbr.mt/promo/official-registry-forms/ Companies can start using the new forms immediately. As from 1st July 2020 only the new forms will be accepted. Any queries can be sent by email to legal.enforcement@mbr.mt Joseph Farrugia Registrar of Companies 16th June 2020

The Malta Business Register (MBR) has published its Annual Report and Financial Statements for the financial year ending 31 December 2019. The report provides an overview of the activities and work performed throughout the year by the MBR. Furthermore, the report includes a summary of the performance of the Registry during 2019 as well as an outlook into the future. Throughout 2019, the MBR mainly focused on establishing itself as a new government agency, with an insight in the implementation of the recommendations by Moneyval report to further strengthen its regulatory oversight. In 2019, the Agency created the Compliance Unit to strengthen Anti-Money Laundering/Combating Financing of Terrorism (AML/CFT) compliance, to ensure effectiveness in the mitigation of ML/FT risks relating to companies’ obligations. Furthermore, the MBR focused on the legal developments through implementation of several innovative internal and external initiatives which improved overall governance and compliance of the ultimate ownership register. The Annual Report also looks at 2020 and beyond, with the MBR continuing to reinforce its compliance, enforcement functions to ensure that it is equipped to achieve the regulatory objectives which the law requires it to pursue. The following are the key highlights from the Annual Report: In 2019 MBR registered 4,472 commercial partnerships bringing the total number of registrations to 98,090. The year 2019 marks the MBR’s re-branding campaign (the MBR was previously known as the ROCA). This included the MBR’s relocation to Zejtun and its demerger from the MFSA. Consequently, the MBR felt the need to expand its methods of operations, this involved the establishment of new Units within the MBR including: The Legal and Enforcement Unit, the Compliance Unit, the International Affairs, Research and Communications Unit, the Human Resources Development Unit, the Finance and Administration Unit, and the Information Communications Technology Unit. Shortly after the MBR’s relocation, the International Corporate Taxation Unit set up offices in the MBR’s premises together with Tech.mt and Finance Malta. Within its first year as a standalone agency the MBR also managed to achieve several achievements, these include the National Enterprise Support Award and the Equality Mark Certification. The MBR also participated in the 2019 Delta Summit. In publishing this report, Mr. Joseph Farrugia, Chief Executive Officer of the Malta Business Registry, stated that the extensive changes undertaken by the MBR brought forth good results for the Agency, “Through enhancing corporate governance, facilitating business, ensuring better regulation and modernising Maltese company law, the MBR has concentrated on Malta’s competitiveness and position as a financial and commercial player in the international arena.”  Mr. Farrugia also commented on plans in store for the future of the MBR: “In the longer term, we plan to provide our customers with an improved experience by making the MBR’s services available on our online platform via blockchain technology. We initiated this project to implement the Registry’s information technology (IT) strategy to better cope with accelerated technology advancement in the ever-changing business environment. We will also continue implementing company law to foster Malta’s competitiveness as an ideal place to do business.” The Malta Business Registry reported a surplus of €10,191,654 for the financial year 2019. The total operating expenses amounted to €5,231,507 with an investment of €6,262,577 in Fixed Assets additions, whilst generated an income of €15,934,040. A copy of the MBR’s Annual Report and Financial Statements for 2019 is available and can be downloaded from the MBR’s website by using the following link: https://mbr.mt/annual-report-2019/

The Malta Business Registry would like to inform that it will be re-opening its offices to the public on the 1st of June. Clients are being advised that in order to visit the MBR’s premises one should be wearing adequate face protection (medical face masks or face shields). Kindly note that no one will be allowed to proceed inside the premises without face protection. Clients are also being notified that prior to accessing the building, their temperature will be checked by the security guard stationed at the front door. Once inside the building clients are to follow the precautionary instructions, such as constant hand sanitization at marked hand sanitizing areas and to abide by social distancing markings. Kindly note that a very limited number of customers will be allowed in the premises at once. While we hope that it is understood that these measures are being taken in the best interest of our employees’ and clients’ health, we would like to apologise for any long queue times which may result from the above measures. For this reason, clients are being encouraged to make use of our online system as much as possible and only visit our offices when absolutely necessary.

The Official Receiver is receiving applications from individuals interested in being appointed as Special Controllers to assist Companies facing financial difficulties. Individuals with 5 years proven experience in the administration of companies, or 2 years experience if they hold a bachelor’s degree from a recognised university, are invited to apply by email sending a CV to crp@officialreceiver.com.mt . Qualifying individuals will form part of a list, and appointment as a Special Controller would be made by the Court on a case by case basis, in terms of Article 329B of the Companies’ Act. No prior experience as a Special Controller is necessary, and new applicants will be guided on the relevant procedures. Dr Kevan Azzopardi B.A. LL.D Official Receiver Malta Business Registry

The Companies Act (Register of Beneficial Owners) Regulations, 2017 (hereinafter referred to as the ‘Regulations’), have been amended by Legal Notice 158 of the year 2019. Following the coming into force of the Regulations, subject persons in terms of the Prevention of Money Laundering and Funding of Terrorism Regulations providing services in or from Malta, have an added obligation under sub-Regulation 12(2) of the Regulations. Sub-Regulation 12(2) of the Regulations obliges subject persons to report to the Registrar of Companies any discrepancies they find between the information available to them and the beneficial ownership information held in the register of beneficial owners kept by the Registrar of Companies. Subject persons are hereby being reminded that information on beneficial owners kept by the Registrar of Companies is available on the Malta Business Registry website, by accessing the link: https://registry.mbr.mt/ROC/ A search may subsequently be performed under the section by clicking the tab and inserting the required information. Discrepancies are to be reported with the Registrar of Companies by sending an email on compliance.mbr@mbr.mt Joseph Farrugia Registrar of Companies

Following the advice by the National Health Authorities based on recommendations by WHO and ECDC, MBR will start processing paper format on the first working day after 72hours from receipt of such document. We remind our clients that they can make use of our online platform https://registry.mbr.mt/ROC/ . Furthermore, on-site inspections will be held through digital means. Any queries may be forwarded by email on info.mbr@mbr.mt or by telephone on 22582300. We thank you for your understanding and cooperation.

Every company is required to submit to the Registrar an Annual Return accompanied by the appropriate registration fee by not later than 42 days from the anniversary date of the company and the financial statements by not later than ten months and 42 days (private company) or seven months and 42 days (public company) from the financial year end. Officers of companies need to take appropriate measures to ensure that the annual returns and financial statements are filed on time. To this end, the Registrar would like to remind you that the above documents can be registered through MBR’s online services via https://registry.mbr.mt/ROC/ and relevant payments of Annual Return fee effected to BOV account with IBAN: MT09VALL2201300000004002531044 7 or HSBC account with IBAN: MT91MMEB44026000000002173649001 . These can also be submitted in paper format and may be left in an envelope and delivered in a dedicated letterbox at the entrance of our premises. Processing of documents, left at the letterbox, will start after 5 days from delivery to minimise any health risks for our employees. The Registrar would like to further announce that if a company is effected by the COVID-19 situation and the filing of the annual return and/or financial statements falls within the period of 23.03.2020 and 31.05.2020, the relevant penalties on late filings of annual return and financial statements are not going to be imposed if these are filed with the Registrar by 31.07.2020. If the company has other additional notifications to submit with the Registrar but it cannot because of COVID-19, we suggest you inform us via email on info@mbr.mt . The email should include the name and registration number of the company, the type of notification/return (eg. Form T) and the reasons why such return cannot be filed. If an email is not sent within the notfication period allowed by law, no revisions of penalties will be considered on such company. Joseph Farrugia Registrar of Companies

Following the Coronavirus outbreak which is spreading to various parts of the globe, MBR has activated our business-continuity contingency plans to ensure continuous operations throughout this situation. While all services, are in full operation, MBR has implemented several precautionary procedures that reflect the Agency’s focus on: The health and safety of our employees and clients The continuity of our services Compliance with public health authorities guidance in place to address the situations In light of the above, we would like to inform the public particularly our clients , that 70% of our staff will be working remotely, and our offices will be closed to the public with immediate effect until further notice.  However, this will not impact our services as we will continue to provide services to our clients through the following methods: Registration of documents through online services on our website https://registry.mbr.mt/ROC/ ; Ordering of certificates or documents through email orders.mbr@mbr.mt and returned by post; Payments of penalties and fees through bank transfer BOV account with IBAN: MT09VALL22013000000040025310447 or HSBC account with IBAN: MT91MMEB44026000000002173649001 ; Paper format documents may be left in an envelope and delivered in a dedicated letterbox at the entrance of our premises.  Processing of such documents will start after 5 days from delivery to minimise any health risks for our employees; Documents addressed to the ICTU are to be delivered in the dedicated letterbox clearly indicating that these relate to share transfers. The share transfer documents will be processed and the necessary documentation will be forwarded to the MBR; Meetings will be held through teleconferencing only ; Furthermore, on-site inspections are being suspended. Our telephone line will be operational normally and any queries may be forwarded by email on info.mbr@mbr.mt or by telephone on 22582300 .  Please refer to our website for more information regarding direct email addresses of desk officers. The above procedures are being taken in full interest of our staff and clients. The cooperation of all involved is highly appreciated with the hope that such procedures are in place for a period of time which can be shortened with the cooperation of the Maltese residents. We thank you for your understanding and cooperation.

The forms and the regulations relating to the Register of Beneficial Owners of foundations and association have been amended pursuant to Legal Notices 24 and 25 of 2020. As from first (1st) May 2020 , the public is hereby advised to use the new Forms, which are available on our website under the Foundations and Associations link. Any old forms that are submitted to MBR after such date, will not be accepted and will not be registered.