B 3541
L.N. 422 of 2021
COMPANIES ACT
(CAP
. 386)
Companies Act (Use of Digital Tools and Processes)
Regulations, 2021
IN EXERCISE of the powers c onferred by article 425 of the
Companies Act, the Minister fo r the Economy and Industry has ma de
the following regulations:-
Citation and 
scope.1. (1) The title of these regulations is the Companies Act
(Use of Digital Tools and Processes) Regulations, 2021.
(2) The scope of these regulations is to 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, and they shall be
interpreted and applied accordingly.
Interpretation. 2. In these regulations, unless th e context otherwise requires:
Cap. 386. "Act" means the Companies Act;
"electronic identification means" means an electronic
identification means as define d in point (2) of Article 3 of Regulation
(EU) No 910/2014 of the European Parliament and of the Council;
"electronic identification scheme" means an electronic
identification scheme as define d in point (4) of Article 3 of
Regulation (EU) No 910/2014 of the European Parliament and of t he
Council;
"electronic means" means elect ronic equipment used for the
processing, including digital compression, and the storage of d ata,
through which information is initially sent and received at its
destination; that information being entirely transmitted, conve yed and
received in a manner to be determined by Member States;
"formation" means the whole process of establishing a company
in accordance with the Act and any other subsidiary legislation
thereto, including th e drawing up of the c ompany’s memorandum a nd
articles of association, if any, and all the necessary steps fo r the entry
of the company in the register;
"registration of a branch" means a process leading to disclosureSuppliment tal-Gazzetta tal-Gvern ta’ Malta, Nru.  20,731, 9 ta’ Novembru, 2021
Taqsima B 
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of documents and information relating to a branch newly opened in a
Member State;
"template" means a model for the memorandum and articles of
association of a company which is drawn up by Member States in
compliance with national law and is used for the online formati on of a
company;
"Member States" means a Member State of the European Union
and includes an EEA State.
Electronic 
identification means.3. (1) The Registrar shall ensure that the following
identification means shall be r ecognized for the purposes of on line
procedures and which may be used by applicants who are Union
citizens:
(a) an electronic identification means issued under an
electronic identification scheme approved in Malta;
(b) an electronic identification means issued in another
Member State and recognized for the purpose of cross-borderauthentication in accordance with Article 6 of Regulation (EU)No 910/2014.
(2) The Registrar may refuse to recognize electronic
identification means where th e assurance levels of those
identification means do not compl y with the requirements set ou t in
Article 6(1) of Regulation (EU) No 910/2014.
(3) All identification means recognized by the Registrar shall
be made publicly available.
(4) Where justified by reason of  public interest in preventing
identity misuse or alteration and where there are reasons to su spect
identity falsification, the Regi strar may, on a case-by-case ba sis,
require, for the purposes of verifying an applicant’s identity,  t h e
taking of the necessary measures which could require the physic al
presence of that applicant to fulfil any aspect of the online p rocedures
referred to in these regulations, including the drawing up of t he
memorandum and articles of  association of a company.
(5) The provisions of sub-regulat ion (4) shall not preclude the
applicant from completing any othe r steps of the procedure onli ne.
Concise and 
user-friendly information.4. (1) The Registrar shall ensure that concise and user-
friendly information, that may serve to assist in the formation  o f
companies and the registration of  branches, is made available o n the
registration portal as maintained by him. 
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(2) The information referred to in sub-regulation (1) shall be
made available free of charge, in the English language, and acc essible
by means of the Single Digital Gateway.
(3) The information shall at least include the following:
(a) rules on the formation of companies and the
associated online procedures, including the use of templates,
requirements relating to the use of templates, identification o f
persons, use of languages and applicable fees;
(b) rules on the registra tion of branches and the
associated online procedures , including the requirements
relating to the registration of  documents, identification of
persons and use of languages;
(c) rules on becoming a director, company secretary and
judicial or legal representative of a company, including rules on
the disqualification of directors  as referred to in the Act and  the
supervisory entities responsible  for keeping information about
disqualified directors; and
(d) the powers and responsib ilities of persons holding
the office of director, compa ny secretary and the legal and
judicial representat ion of the company.
Online 
formation of companies.5. Save as otherwise provided in these regulations, the
Registrar shall ensure that the online formation of companies,
including the drawing up of the memorandum and articles of
association of a company, may be  carried out fully online, thro ugh the
registration portal as  maintained by him, without the necessity  for the
applicants to appear in person.
Submission of 
documents or 
information.6. (1) The Registrar shall ensur e that for the process of the
online formation of companies, including the use of templates a s
referred to in these r egulations and on the documents and infor mation
required for the formation of a company, the submission of
documents or information may be carried out in electronic form.
(2) The Registrar shall ensure that electronic copies of
documents and information provided by the register during theprocess of the online formation of companies, are authenticated  b y
means of trust services referr ed to in Regulation (EU) No 910/2 014.
Conformity with 
the provisions 
of the Act.7. (1) The Registrar shall ensure that every online
formation of a company complies with the provisions of the Act
relating to the formation of companies including:
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(a) procedures to ensure that the applicants have the
necessary legal capacity and authority to represent the
company;
(b) means to verify the identity of the applicants
through the appropriate electronic identification means;
(c) requirements for the applicants to use trust services
referred to in Regulation (EU) No 910/2014;
(d) procedures to verify the legality of the object of the
company;
(e) procedures to verify the legality of the name of the
company; and
(f) procedures to verify the  appointment of directors.
(2) The foregoing requirements may also include the
following:
(a) procedures to ensure the legality of the company’s
memorandum and articles of association, including the correctuse of templates;
(b) consequences of the disqualification of a director;
Cap. 529.(c) the role of the company service provider or other
authorised person responsible for any aspect relating to theonline formation of a company in accordance with the Company
Service Providers Act; and, or
(d) the exclusion of online formation where the share
capital of the company is paid by way of contributions in kind.
Applicability of 
articles 76 and 
77 of the Act.8. (1) The online formation of a company shall not be
conditional on obtaining a licence  or authorisation, save for the
provisions of articles 76 and 77 of the Act.
(2) The Registrar shall ensure th at where the payment of share
capital is required as part of the procedure to form a company,  th e
necessary means are provided for such payment to be made online  to
a bank account of a bank operating in the Union in accordance w ith
regulation 16 and shall ensure the existence of means to provid e for
proof of such payments online.
Completion of 
templates for online 
formation.9. (1) The Registrar shall ensure that the online formation
of companies formed exclusively by natural persons, who use the
templates referred to in these regulations, is completed within  f i v e
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working days.
(2) In all other cases, online formation shall be completed
within ten working days from the later of the following:
(a) the date of completion of  all formalities required for
the online formation of a compa ny, including the submission of
documents and information required to be delivered for
registration to the Registrar; or
(b) the date of the payment of the registration fee, the
payment in cash for share capital or the payment for the share
capital by way of a contribution in kind.
(3) Where it is not possible for the online formation to be
completed within the foregoing ti me periods, the Registrar shal l
notify the applicant of the reasons for the delay.
Physical 
presence of the 
applicant may 
be required.10. (1) The Registrar may, where justified by reason of the
public interest in ensuring compliance with the rules on legal capacity
and on the authority of applicants to represent a company, incl uding
the drawing up of the memorandu m and articles of a company,
request the physical presence of the applicant. 
(2) The provisions of sub-regulation (1) shall not preclude any
other steps of the procedure from being completed online.
Templates. 11. (1) Templates for the onlin e formation of companies
shall be made available on the registration portal maintained b y the
Registrar, which will be accessible by means of the Single Digi tal
Gateway.
(2) The templates may be used by t he applicants for the online
formation of companies.
(3) The templates shall be made available in the English
language, as a language broadly understood by the largest possible
number of cross-border users.
Filing and 
authentication 
of documents and information.12. (1) The Registrar shall ensure that the following
documents and information, including any modification thereof, may
be filed online through electroni c means and authenticated, whe re
applicable, in accordance with article 82 of the Act:
(a) the memorandum and the articles of association, if
any, of a company;
(b) any amendments to the memorandum and articles of
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association of a company;
(c) the complete amended text, to date, of the
memorandum and articles of association, if any, following every
amendment;
(d) the appointment, termination of office and
particulars of the persons who either as a body constitutedpursuant to law or as members of any such body are:
(i) legal or judicial representatives of the
company and whether such representation is held jointly or
not;
(ii) directors of the company;
(iii) Company secretary;
(e) at least once a year, the amount of subscribed share
capital where the memorandum or articles of association of a
company mention an authorised share capital, unless theincrease in share capital necessitates an amendment to the
memorandum and articles of association;
(f) the financial statements for each financial year;
(g) any change in the registered office of the company;
(h) the winding-up of the company;(i) any declaration of nullity of the company by the
courts;
(j) the appointment of liquidators, particulars
concerning them and their respective powers, unless such
powers are those expressly and exclusively derived from law or
the memorandum and article s of the company; and
(k) the termination of the liquidation and notice of
eventual striking-off of the company from the register.
(2) The Registrar may verify electronically the origin and
integrity of the documents filed online.
Oversea 
company.13. (1) The Registrar shall ensure that an oversea company,
constituted or incorporated in another Member State, may carry out
the procedure of registering a br anch in Malta fully online, wi thout
the necessity for the applicants  to appear in person, subject t o the
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electronic identificati on means referred to in regulation 3 and  to the
exception under regulation 10.
(2) The Registrar shall ensure that every online registration of
a branch complies with the provi sions as contained in the Act r elating
to the registration of branches, including:
(a) procedures to ensure that the applicants have the
necessary legal capacity and authority to represent the
company;
(b) the appropriate electroni c identification means to
verify the identity of the persons registering the branch;
(c) requirements for the appl icants to use trust services
as referred to in Regul ation (EU) No 910/2014;
(d) procedures to verify the legality of the object of the
branch;
(e) procedures to verify the legality of the name of the
branch;
(f) procedures to verify the legality of the documents
and information submitted for the registration of the branch; and
Cap. 529.(g) procedures to provide for the role of the company
service provider or other authorised person responsible for any
aspect relating to the online registration of a branch of a
company in accordance with the Company Service Providers
Act.
(3) The provisions of regulation 8 shall, mutatis mutandis ,
apply to the online registration of branches.
(4) The Registrar shall ensure that the online registration of a
branch of a company is completed within ten working days from thecompletion of all requirements,  including the receipt of docume nts
and information required for registration of a branch by the Registrar.
(5) Where it is not possible to register a branch within the
foregoing period, the Registrar shall ensure that the applicant  i s
notified of the reasons for the delay.
Online filing of 
documents and 
information.14. (1) The Registrar shall ensure that the following
documents and information, or a change thereto, relating to the
branch of a company, may be filed online:
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(a) name of the company;
(b) registered office of the company;
(c) registration number of the company in the register;(d) legal form of the company;
(e) the documents and information relating to the
appointment, termination of offic e and particulars of the persons
who either as a body constituted pursuant to law or as members
of any such body are:
(i) legal or judicial representatives of the
company and whether such representation is held jointly or
not;
(ii) directors of the company;
(iii) Company secretary; and
(f) the financial statements for each financial year of
the company.
(2) The provisions of regulation 13(2) shall, mutatis mutandis,
apply to the online filing of documents and information of bran ches.
Fees. 15. (1) The Registrar may charge fees for the online
procedures referred to in these regulations, provided that the charged
fees are transparent and applied in a non-disc riminatory manner .
(2) The fees for online proc edures associated with the
disclosure of electronic copies of the documents which the Registraris required to retain and regist er in terms of article 401(1)(d ) of the
Act shall not exceed the recovery of the costs incurred for providing
such services.
Online payment 
service.16. (1) Where the completion of an online procedure as
referred to in these regulations requires a payment, the Registrar shall
ensure that payment may be made by means of a widely availableonline payment service that can be used for cross-border paymen ts.
(2) The online payment service utilised shall:
(a) permit for the identification of the person making
the payment; and
(b) be provided by a financial institution or payment
service provider establis hed in a Member State.
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