Through Legal Notice 288, new regulations entitled Companies Act (Public Companies – Annual General Meetings Regulations), 2020 came into effect. This LN was complemented by a notice issued on 10 July 2020 by the Malta Business Registry explaining the provisions of the Regulations.

The Regulations are applicable to those public companies with more than 6 shareholders which could not hold their annual general meeting (‘AGM’) which fell due during the global COVID-19 pandemic, by reason of the closing of certain venues and restrictions on gatherings imposed by the Superintendent of Public Health.

In essence, the Regulations:

• extend the 15-month period for convening an AGM in terms of Section 128(1) of the Companies Act by 5 months;
• permit the convening of valid AGMs and extraordinary general meetings virtually/remotely;
• provide for the procedure to be followed in case of virtually/remotely held AGMs and extraordinary general meetings (in terms of content of notices calling for a meeting, proxies, time for shareholders to ask questions, publication of answers, etc.);
• extend the 7-month period from the end of the accounting period, specified in Section 182(2)(b) of the Companies Act, for the laying and approval by the company in the general meeting of the company’s accounts by 5 months; and
• extend the period for the provision of copies of the audited accounts to the Registrar to 42 days from the extended period for the laying of accounts.

Public companies availing themselves of such extensions are required to file an ‘AGM Form’ with the Registrar that is prescribed as a Schedule to the Regulations. Failure to do so, will render every officer of the company who is in default, liable to a penalty of €500.

Should you have any queries or wish to discuss further, please send an email to covid@kpmg.com.mt.

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavour to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation.