L.S. 386.18 Regolamenti dwar Companies Act (System of Interconnection of Registers)

(1)The title of these regulations is Companies Act (System of Interconnection of Registers) Regulations. Citation and Scope.

(2)The purpose of these regulations is to implement Directive 2012/17/EU of European Parliament and of the Council of 13 June 2012 amending Council Directive 89/666/EEC and Directives 2005/56/EC and 2009/101/EC of the European Parliament and of the Council as regards the interconnection of central, commercial and companies registers, and they shall be interpreted and applied accordingly. 2. requires: In these regulations, unless the context otherwise Interpretation. "Act" means the Companies Act; and Cap. 386. "Member States" means a Member State of the European Union and includes an EEA State. 3.

(1)The Registrar shall make publicly available the electronic copies of the documents which he is required to retain and register in terms of article 401

(1)(

1. d)of the Act as well as the particulars of each company through the system of interconnection of registers and shall take the necessary measures to avoid any discrepancy between: (
2. a)the documents and information contained in the file and in the register; and (
3. b)the documents and information disclosed in the register and the documents and information published in the Gazette or website as maintained by him, when required in terms of article 401

(1)(e) of the Act: Provided that in cases of any discrepancy, the documents and information made available in the register shall prevail.

(2)The documents and particulars referred to in sub-regulation

(1)shall be available in a standard message format and shall be accessible by electronic means while ensuring that the minimum standards for the security of data transmission are respected: Information to be made publicly available. Substituted by: L.N. 423 of 2021. 2 COMPANIES ACT (SYSTEM OF INTERCONNECTION OF REGISTERS) [ S.L. 386.18 Provided that copies of all or any part of the documents referred to in sub-regulation

(1)may be obtained from the register following an application, which application may be submitted to the Registrar by paper or electronic means and in turn, the copies supplied by the Registrar shall be certified as true copies and authenticated by means of trust services as referred to in Regulation (EU) No 910/2014 when supplied electronically: Provided further that the provisions of sub-regulation

(4)shall, mutatis mutandis, apply to the applicable fees which may be charged for this procedure.

(3)The following particulars shall be made available free of (

1. a)the name and legal form of the company; charge: (
2. b)the registered office of the company and the Member State where it is registered; (
3. c)the registration number of the company and its EUID; (
4. d)the details of the company website, where such details are present in the records held by the Registrar; (
5. e)the status of the company; (
6. f)the object or principal trading activity of the company; (
7. g)the particulars of the persons who are vested with the authority to act as legal or judicial representative of the company and an indication as to whether such authority to act may be done so solely or jointly; and (
8. h)the information of any branches opened by the company in other Member States, including the name, registration number, EUID and the Member State where the branch is registered.

(4)The Registrar may charge a fee for the provision, through the system of interconnection of registers, of documents and other particulars referred to in sub-regulation

(1), which fee shall not exceed the administrative costs thereof, including the costs of development and maintenance of registers. Information on the opening and termination of any winding up or insolvency proceedings. Amended by: L.N. 423 of 2021. 4.

(1)Information on the opening and termination of any winding up or insolvency proceedings of a company and on the striking off of the name of a company shall be made available without delay through the register of the company through the system of interconnection of registers.

(2)In the case of a company registered in another Member State which has established a branch or place of business within Malta and in respect of which the Registrar has registered the documents mentioned in article 385 of the Act (the oversea company), the Registrar shall, through the system of interconnection of registers, ensure receipt without delay of the information referred to in subregulation

(1)regarding the oversea company. COMPANIES ACT (SYSTEM OF INTERCONNECTION OF REGISTERS) [ S.L. 386.18 5. The Registrar shall make publicly available, through the system of interconnection of registers, the documents and particulars mentioned in articles 385

(1), 387 and 399A of the Act.

(2)When registering a branch of a company that is established in another Member State, the Registrar shall be able to verify the information about the company through the system of interconnection of registers.

1. The documents and information which the Registrar receives for registration in terms of the Cross-border Divisions of Limited Liability Companies Regulations, the Cross-border Conversions of Limited Liability Companies Regulations and the Cross-border Mergers of Limited Liability Companies Regulations, shall be made publicly available through the system of interconnection of registers. Oversea companies constituted or incorporated in another Member State.  Substituted by: L.N. 423 of
2. Cross-border divisions, crossborder conversions and cross-border mergers.  S.L. 386.
3. S.L. 386.
4. S.L. 386.28. Substituted by: L.N. 68 of 2024.

(2)The Registrar shall ensure that a pre-division, a preconversion or a pre-merger certificate is made available through the system of interconnection of registers.

(3)When the Registrar is required to transmit the certificate indicated in sub-regulation

(2)to other registries or competent authorities designated to scrutinise the legality of or to approve the cross-border division, cross-border conversion or cross-border merger, as applicable, the transmission of the same certificate shall be made through the system of interconnection of registers.

(4)The Registrar shall ensure that the information related to the striking off of a Maltese registered company as a result of a crossborder division, cross-border conversion or cross-border merger, and the information contained on the certificate of completion of the same operation, shall be made publicly available through the system of interconnection of registers.

(5)When the jurisdiction of the company resulting from the cross-border division, cross-border conversion or cross-border merger is Malta, the notification that has to be sent by the Registrar informing the registers of each of the companies involved in the cross-border division, cross-border conversion or cross-border merger that such operation has taken effect, shall be sent through the system of interconnection of registers. 7.

(1)The Registrar shall ensure that in order to facilitate the communication between registers through the system of interconnection of registers a unique identifier shall be assigned to each company registered in Malta and each oversea company 3 Unique company identifier. 4 [ S.L. 386.18 COMPANIES ACT (SYSTEM OF INTERCONNECTION OF REGISTERS) constituted or incorporated in another Member State which has established a branch or place of business in Malta in terms of Part XI of the Act.

(2)The unique identifier shall comprise the letter MT and the registration number assigned to the company or to the oversea company in the register of commercial partnerships in Malta, and in the case of an oversea company the identifier shall also include elements to identify the Member State of the domestic register of origin. Exchange of information between registers. Added by: L.N. 423 of 2021. 8.

(1)The Registrar shall ensure that a reply to a request received from another Member State for information relevant for the disqualification of directors in accordance with the provisions relating to the disqualification of directors as contained in the Act, is sent through the system of interconnection of registers.

(2)The reply to a request referred to in sub-regulation

(1)shall be provided without delay and the Registrar shall at least ensure that he is able to provide information on whether a person is disqualified or is recorded in any of the registers, containing information relevant for disqualification of directors, held by him.

(3)Upon the registration of a branch of a company established under the laws of another Member State, the Registrar shall notify the Member State where the company is established that the branch has been registered, through the system of interconnection of registers. When the Registrar receives a notification of a registration of a branch of a company established in Malta, the Registrar shall acknowledge receipt of such notification and shall record the information in the register without delay.

(4)The provisions of sub-regulation

(3)shall, mutatis mutandis, apply to the closure of a branch of a company. #

(5)Where the Registrar receives for registration a change in the following documents and information of a company established in Malta (

1. a)the company’s name; (
2. b)the company’s registered office; (
3. c)the company’s registration number in the register; (
4. d)the company’s legal form; (
5. e)the company’s officers, including the persons vested with the legal or judicial representation of the company; and, or (
6. f)the accounting documents of each financial year, COMPANIES ACT (SYSTEM OF INTERCONNECTION OF REGISTERS) [ S.L. 386.18 the Registrar shall inform without delay the Member State, where a branch of the company is registered, by means of the interconnection of registers. When a Member State informs the Registrar of any such changes, the Registrar shall, through the system of interconnection of registers, acknowledge receipt of such notification and shall ensure that the respective documents and information are updated without delay: Provided that the mandatory disclosure of financial statements of the company as drawn up, audited and disclosed pursuant to the law of the Member State, by which the company is governed, shall be considered to be fulfilled by the disclosure in the register of the Member State in which the company is registered.

(6)The exchange of any information through the system of interconnection of registers shall be free of charge for the registers, provided that the Registrar may decide that the details of a company website and the object of such company, when recorded in the register, are made available free of charge only to the competent authorities of other Member States. 5