New amendments to the Companies Act

28 May 2020

Act V of 2020 was enacted in order to amend various financial services laws and to provide formatters ancillary or incidental thereto, and in fact most of the changes to the Companies Act relate to offers of securities made to the public. Previously, the Second Schedule to the Companies Act set out the matters to be specified in a prospectus, however through these amendments references to a prospectus now refer directly to the Financial Markets Act and the Schedule has been removed. Kindly note that some of these changes, including the removal of the Second Schedule, have not been implemented yet.

These amendments have also empowered the Minister to make regulations for the formation, constitution, authorisation and regulation of cell companies carrying on or engaged in the shipping or aviation business. This new Article 84E has already been included in the amended Companies Act.

With regards to the duties of directors, a new Article 96A has been included which imposes an obligation on directors of a public company which makes an offer of securities to the public in a third country to deliver to the Registrar for registration a notice specifying certain information, and a director who is in default shall be liable to a penalty, and for every day during which the default continues, to a further penalty. In addition, this Article specifically states that it shall be the responsibility of the issuer and the directors of the company to comply with the laws and regulations of the third country in which the securities are offered to the public.