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[CORPORATE] DISQUALIFICATION OF DIRECTORS

Introduction of Act No. XXXI of 2020, and amendments to Article 142 and Article 320 of the Companies Act.

A person that has been convicted of any of the crimes affecting public trust or of theft or fraud or of knowingly receiving property obtained by theft or fraud cannot be appointed as director.

The new amendments provides that such disqualification shall be for a period of:

  • Fifteen (15) years if the punishment for the crime he has been convicted of is between twenty-five (25) and thirty (30) years;
  • Ten (10) years if the punishment for the crime he has been convicted of is imprisonment between ten (10) and twenty-five (25) years;
  • Eight (8) years if the punishment for the crime he has been convicted of is of imprisonment between five (5) and ten (10) years;
  • Five (5) years of the punishment for the crime he has been convicted of is of imprisonment between four (4) and ten (10) years; and
  • Three (3) years if the punishment for the crime he has been convicted of is imprisonment for less than four (4) years.

Another important amendment to Article 142 relates to a new power assigned to the Registrar, the Registrar may restrict a person from being appointed as director or company secretary of a proposed commercial partnership or an existing company if he is or has been a director or secretary of an existing Maltese company in relation to which he has breached the provisions of this Act for three (3) times within a period of two (2) years, that shall be reckoned from the first breach, and he is still in default as to one or more of such breaches.

In addition to this, any person who feels aggrieved by a restriction from being appointed as director or company secretary as provided above, may bring an application before the court against the Registrar for the removal of such restriction.

Article 320 of the Companies Act adds another ground for disqualification order by the Court and this relates to when a person, during the time he has been a director of a company, has been in breach of the provisions of the Companies Act for the third time in a period of two (2) years from the date of the first breach.

Source: MBR

Act No. XXXI of 2020

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