On 9 November 2021, the Companies Act (Use of Digital Tools and Processes) Regulations 2021, Subsidiary Legislation 386.25 (the “Regulations”) has come into force by virtue of Legal Notice 422 of 2021.
The Regulations transpose Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law.
The Regulations provide for a list of electronic identification means which are to be recognised by the Registrar of Companies (the “Registrar”) for the purposes of the utilisation of online procedures by applicants who are European Union (“EU”) citizens.
One of the main objectives of the Regulations is to ensure that concise and user-friendly information, that may serve to assist in the formation of companies and the registration of branches, is made available on the online portal maintained by the Registrar.
The Regulations provide for the possibility of the process involved in the formation of companies (including the drawing up of the memorandum and articles of association of the company) being carried out entirely online.
The same applies to the registration, by an oversea company, constituted or incorporated in another EU Member State, of a branch in Malta. In fact, the necessary measures in order for this process to be able to take place fully online must be taken by the Registrar.
The Regulations also empower the Registrar to require the physical presence of an applicant in exceptional circumstances where it is justified by the public interest (for instance, in case of suspicions of identity theft) to fulfil any aspect of the online procedures referred to in the Regulations.
