On the 29thJuly, the Malta Business Registry (MBR) issued a notice advising that any memoranda and articles of association being filed with the Registrar of Companies, whether in the course of an incorporation of a new company or as an amendment to memoranda and articles of association of companies already registered, need to be amended in order to refer to certain notification obligations which Maltese companies may be subject to.
The required amendment relates to the objects clause of a company’s memorandum and articles of association and the proviso which is generally included which provides that the objects for which a company is set up shall in no way be construed as empowering or enabling the relevant company to carry out any activity or service which requires a licence or other authorisation under any law in force in Malta without such licence or other appropriate authorisation from the relevant competent authority.
The proviso also needs to make reference to any notifications which the relevant company might need to make in the course of its incorporation or activities, once it is set up and operating. The reference to ‘notification’ serves as a link to legislation such as the National Foreign Direct Investment Screening Office Act, Chapter 620 of the Laws of Malta and the Control of Concentrations Regulations, Legal Notice 292 of 2002 as subsequently amended.
Any memoranda and articles of association filed with the MBR from 1st August 2024 onwards, will need to be compliant with the MBR notice.