We would like to draw up your attention about some recent changes made to Malta’s legislative framework regulating the Company Services Providers (‘CSPs’). These changes specifically relate to individuals providing the services of Directors and Company Secretaries.
Prior to these legislative amendments, individuals acting as directors or company secretaries not by way of a business in no more than two involvements were not required to notify or obtain any form of authorisation from the Malta Financial Services Authority (the ‘MFSA’).
A key amendment introduces a notification requirement for the category defined as Restricted Company Service Providers. This category refers to individuals who:
- Act as a director and/or company secretary, or a partner in a partnership and/or hold a similar position in other legal entities;
- Do not hold any of the above-mentioned positions by way of business;
- Hold an aggregate of not more than five (5) involvements in any of the capacities mentioned above and;
- Although holding these involvements, do hold such involvements in more than two (2) groups of companies.
If an individual satisfies these conditions, and is not exempt under the Act, as detailed below, one is required to notify the MFSA of their involvements in whichever capacity, subject to a non-refundable notification fee of €50.
One is exempt from this notification requirement to the MFSA if:
– He/she already holds a licence under the CSP Act,
– He/she is a person authorised to act as a trustee or to provide other fiduciary duties in terms of the Trusts and Trustees Act (Cap. 331 of the Laws of Malta),
– He/she acts, or holds himself out as acting, as a director, a company secretary, a partner and, or a similar position solely in relation to a company, a partnership and, or a legal entity which is licensed, registered or otherwise authorised by the MFSA, including the holding company of such company or legal entity.
– He/she only offers the services of acting as director or secretary of a company whose financial instruments have been admitted to listing on a regulated market in Malta or by an overseas regulatory authority in a recognised jurisdiction. – An individual who is acting as a director or company secretary of a company and/or a partner in a partnership or in a similar position in relation to other legal entities in virtue of a contract of employment,
– An individual who is acting as a director or company secretary of a company or a partner in a partnership or in a similar position in relation to other legal entities due to a beneficial interest in such company, partnership or other type of legal entity, or
– An individual who is acting as a director or company secretary of a company or a partner in a partnership or in a similar position in relation to other legal entities due to a family relationship.
Should a director or company secretary within your company not fall under any exemption detailed above, then one would need to submit a notification to the MFSA with one’s appointment/s through the MFSA LH Portal. You can find further information on such notification on the MFSA website. This page also includes information as to how to register with the authorities.
Kindly note that the deadline for the notification (if applicable) for current involvements is the 16 July 2025 after which penalties will be imposed for the non-adherence to this legislation.
For future appointments resulting in an individual qualifying as a Restricted Company Service Provider, the same notification form must be submitted with the MFSA within 14 days from the date of commencement of the appointment.
Should you wish further information, you may contact Dr Dionne Buhagiar from our Corporate & Legal unit on [email protected].
