Guidance

Updating Directors and Secretary

The company’s officers are responsible by law for the management of the company, and the keeping of accounting books which are important for the preparation of financial statements.

Following its registration, a company may proceed with changes in relation to its officers, such as appointment, termination/resignation of an officer, or changes with regards to an officers’ personal details (e.g. change of name and address).

What are the prerequisites for someone to be appointed as officer?

A company must notify the Registrar of Companies of any changes regarding its officers or their personal details by submitting (form HE4) within fourteen (14) days from the date of the change.

As at 18/12/2020, failure to timely notify (within 14 days) the Registrar of Companies of any change regarding the company’s officers or their personal details, allows the registrar to impose on the company a late filing fee not exceeding the amount of fifty euros (€50) upon the first day of non-compliance and a further charge of one euro (€1) for every day the failure to comply continues, up to the maximum amount of two hundred and fifty euros (€250).

Registering change

You can submit the notification of change in officers or their personal details (form HE4), either through the e-filing system of the Registrar of Companies or by hand/post, accompanied by:

• secretary’s declaration that all changes are in accordance with the company’s register, kept in the registered office of the company;
• the fee of twenty euros (€20) and in the case of the accelerated procedure, the additional fee of twenty euros (€20).

Depending on how you submit the form the fees can be paid:

• by credit card (for efiling submission);
• in cash, by cheque, via an account maintained with the Department of the Registrar of Companies, or via bank transfer (for submission by hand/ post).

It is noted that if you wish for a certificate to be issued you can pay an accelerated fee on the certificate instead of the document.

A company must have only one secretary.

In the event that a company omits to deliver to the Registrar of Companies notice of vacancy of position, within 14 days from the event, an affidavit must be submitted by the officer himself (who is resigning) or his representative (in the event of death), together with the form HE4 and accompanied by the amount of forty euros (€40); twenty euros (€20) for each document.

You are advised to refer to the main criteria of review and most common reasons for rejection, so as to acquire a better understanding of what is required and to facilitate the process. 

Provided that the Registrar of Companies is satisfied that all, relevant to the circumstances, legal requirements have been met, he will proceed with registering the change and updating the companies register.

In the event that the company requires proof of the change made in the companies register, it may request to obtain certified copies of the change.

e-filing of change