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Corporate and M&ALegal Update

Corporate Legal Update for the Month of February 2023

Over the month of February 2023, a number of Legal Notices have been published within the area of company law. A batch of Legal Notices enumerated L.N. 25 of 2023, L.N. 26 of 2023, L.N. 27 of 2023 and L.N. 28 of 2023 were published on the 7th of February regulating cross-border mergers, divisions and conversions of limited liability companies, respectively. On the 21st of February, L.N. 41 of 2023 was published which repealed the Companies Act (Public Companies – Annual General Meetings) Regulations; a set of regulations published in the context of the Covid-19 pandemic with the aim to…
Mamo TCV Advocates
3rd March 2023
The MFSA released a circular and updated the FAQs relating to TUBOR
Corporate and M&A

The MFSA announced updates to the Trusts Ultimate Beneficial Ownership Register

The Malta Financial Services Authority (the “MFSA”) released a Circular on the 25th of January 2023 announcing important updates to the Trusts Ultimate Beneficial Ownership Register (“TUBOR”). With effect from the same date, the MFSA has also amended the FAQs relating to TUBOR. The MFSA reminded the industry that in the TUBOR Declaration, the trustee is required to indicate if the beneficiary of the trust (whether a corporate or individual beneficiary) has received a benefit or otherwise from the trust. To this end, a new field has been added in the TUBOR Declaration which requires the trustee to make this…
Joshua Chircop
7th February 2023
Directive (EU) 2019/2121 introduces new provisions on cross-border conversions, mergers and divisions and will come into force on the 31st January 2023. Read our article to learn more about the contents of and effects of this Directive.
Corporate and M&A

Directive (EU) 2019/2121: Improving Mobility of Companies Across the European Union

Matters of cross-border company mobility are addressed at European Union level by means of Directive (EU) 2017/1132 (the “2017 Directive”) which provides for cross-border mergers and domestic divisions of public limited liability companies. The 2017 Directive, however, neither provides for cross-border divisions nor for re-domiciliation of companies within the European Union, with companies registered under the laws of Member States having to rely on their national law provisions should they wish to continue as being registered under the laws of another Member State. The lack of a legal framework for cross-border conversions and divisions leads to legal uncertainty and barriers…
Nicole Portelli
16th January 2023
The Pre-Insolvency Act, Insolvency Practitioners Act and Commercial Code (Amendment) Act have entered into Maltese Law Three new Acts regulating Insolvency Law have entered into Maltese Law
Corporate and M&ALegal Update

The Pre-Insolvency Act, Insolvency Practitioners Act and Commercial Code (Amendment) Act have entered into Maltese Law

The Insolvency Practitioners Act, the Pre-Insolvency Act and the Commercial Code (Amendment) Act were passed by the House of Representatives on the 14th of December 2022 and were assented to by the President on the 23rd of December 2022. For more information, please see our articles on the Proposed Pre-Insolvency Bill, on the Proposed Insolvency Practitioners Bill and on the three proposed Insolvency Bills, collectively. Disclaimer: This document does not purport to give legal, financial or tax advice. Should you require further information or legal assistance, please do not hesitate to contact
Mamo TCV Advocates
29th December 2022
EU Directive introduces measures amending composition of Boards of Directors.
Corporate and M&A

EU Introduces Directive to Improve Gender Balance on Companies’ Boards of Directors

Over the past few weeks, the European Union has issued somewhat of a landmark act which is aimed at addressing the topical issue surrounding the lack of women in top-level corporate positions. Following nearly a decade of negotiations after its first proposal in 2012 by the European Commission, the Union has introduced the so-called “Women on Boards” Directive: Directive 2022/2381 on improving the gender balance among directors of listed companies and related measures (the “Directive”). The Directive’s principle objective is that at least forty percent of non-executive director posts, or a third of all director posts on publicly-listed corporations, irrespective…
Mikiel Calleja
16th December 2022
The Malta Business Registry has introduced some key changes to its online company register portal following a judgement of the Court of Justice of the European Union.
Corporate and M&A

Malta Business Registry Updates Public Access to Beneficial Ownership Information

The Malta Business Registry has published a notice informing the public of a key change to its online website company register portal. Access by the general public to the beneficial ownership details of companies registered with the Malta Business Registry has been removed following a judgement of the Court of Justice of the European Union. The decision, taken on the 22nd November 2022, considered provisions of the Anti-Money-Laundering Directive (Directive (EU) 2015/849 of the European Parliament) wherein the Register of Beneficial Ownership had been established and that information on the beneficial owners of registered entities are to be entered and…
Zachary Galea
1st December 2022