Merchants Shipping Act Updates through L.N. 31 of 2020

Zampa Debattista
Posted on 13th March 2020
  • Shipping companies registered under the Commercial Partnerships Ordinance or shipping companies which have elected to be governed by the Companies Act shall be so defined as a company whose objects are limited to the sole purpose of owning, managing, administering or operating ships.
  • In the case of a single member company, if default is made with regards to non-compliance of the rules, every officer of the company who is in default shall be liable to a penalty of €500 and an additional daily penalty of €25 for every day which the said default continues.
  • In the case of pledging of shares, failure to deliver such notice to either the Registrar or the company within 14 days such pledge will only be effective to a third party only after the registration of the Registrar of such notice.
  • In the case of a change in directors or any legal representatives, where the company has appointed a company secretary the directors shall send such notification (return) to the Registrar.
  • Companies registered under these regulations shall apply in accordance with sub-article 1 of Article 185 of the Companies Act subject to certain changes:
    • Balance sheet total: €6M (provided further that the 6M is net while the if gross maximum 7.2M)
    • Turnover: €12M (provided further 12M euro net while 14.4M gross)
    • Also companies which qualify as ‘small’ shall also be entitled to the exemptions mentioned in sub-article (2) of Article 185 of the Companies Act.
  • The same penalties in accordance with the Eleventh Schedule of the Companies Act would be applicable to any default to companies mentioned above.
  • In the case that a company fails to give notice within two weeks of the general meeting at which an auditor or auditors should have been appointed, every officer of the company will be liable to a penalty of €500 and an additional daily penalty of €25 for every day in which the said default continues.
  • Failure to report a resolution of removing an auditor to the Registrar within 14 days of such notice, every officer of the company will be liable to pay a penalty of €500 and an additional daily penalty of €25 for every day in which the said default continues.
  • Failure to deposit a notice of resignation to the Registrar within 14 days, every officer of the company will be liable to pay a penalty of €2,500 and an additional penalty of €50 for every day in which such default continues.
  • Failure to convey a meeting within the first 21 days of the deposit of requisition of an auditor for a day not more than 28 days on which notice is given, every director in default will be liable to pay €2,500 in penalties.
  • If an auditor fails to notify the Registrar with the necessary procedures of ceasing office (Article 93), such auditor will be liable to a penalty of €1,200 and an additional penalty of €35 for every day during which such default continues. Officers of the company will be liable to the same penalty in this case.
  • A person shall not be qualified as a liquidator unless such person is an advocate/certified public accountant or auditor/is registered with the registrar as a fit and proper person. Further to this, a person cannot hold the office of a liquidator if he has held office of director or any other appointment within the previous 4 years before dissolution.
  • A liquidator must keep the books and other documents of the company for a period of 10 years from when the company was struck off the register.
  • The liquidator must make account of the winding up of the company and hold a general meeting in order to explain such winding up. Within 7 days after such meeting, the liquidator shall be liable to pay a penalty of €500 and an additional daily penalty of €25 for every day in which such default continues. Further to this, if such liquidator fails to call a general meeting, such liquidator will be liable to a further penalty of €500.
  • In the case of a liquidation of a company which exceeds the 12 month period and the liquidator fails to hold a meeting with the company’s creditors at the end of the first period of 12 months, such liquidator will be liable to a penalty of €500 and an additional penalty of €25 for every day in default.
  • A draft term of merger shall be signed by at least two directors of the board unless it is composed by one director.

Further to this the Registrar of Companies has issued the below changes in view of such legal notice:

  • Any financial statements of previous years will be uploaded as unregistered documents on the MBR website
  • In case of companies incorporated before 21st February 2020, no notification to the Registrar is required.
  • For companies which have been incorporated after 21 February 2020 and the year end is not December, a Form J (the form that states the accounting periods of the company) needs to be submitted.
  • Any changes in existing forms and new forms are available for download from the MBR website.
  • As from 1 April 2020, any fees with regards to continuation and publication fees are to be applicable to companies registered under the Companies Act and the Merchants Shipping Act.
  • As from 1 April 2020, the same penalties stipulated by the Companies Act will be imposed also on companies registered under the Merchants Shipping Act.

Should you require any more information please contact [email protected]

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