Malta: Proposed amendments to the Companies Act

Cristina Maria Scerri | Published on 02 Feb 2012

Malta Proposed amendments to the Companies Act

The Proposed Bill entitled the ‘Various Financial Services Laws (Amendment) Act, 2012 is currently being circulated by the MFSA in view of the consultation procedure which is underway up until the 14th February, 2012.

The draft legislation includes amendments to the Companies Act which principally revolve around the office of the Official Receiver. The Official Receiver is to be a senior official employed with the MFSA to be appointed by the Minister acting on the advice of the MFSA. According to the suggested amendments the Official Receiver assumes office as the liquidator of the company upon the Minister’s appointment which must be accompanied by notification by the Court to be delivered to the Registration for registration within 14 days from such notification. The Official Receiver is to act as the liquidator until another person becomes liquidator and during any vacancy.

The proposed amendments make it clear that the remuneration and expenses incurred by the Official Receiver are to be payable out of the company’s assets. The suggested amendments grant the same protection to the Official Receiver as is currently being afforded to the liquidator as concerns disbursement and remuneration payments. The Official Receiver’s position is further safeguarded with the introduction of a provision which states that the Official Receiver is exempt from any liability whatsoever, unless the act or omission is shown to have been done or omitted to be done in bad faith

Another important amendment to the Companies Act is the inclusion of the provision in accordance with Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute of a European company that provides that when a public company is a ‘societas europaea’, in lieu of the words “public limited company” or their abbreviation “p.l.c.”, the name of the public company is to be preceded or followed by the abbreviation “SE”.

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