The role of the Registrar of Companies as a regulator under the Companies Act, 1995

Abstract

The Registrar of Companies is an officer whose role has undergone significant changes thanks to the new provisions introduced by the Companies Act, 1995. Certain powers which the Registrar now enjoys can be considered as similar to those of certain regulatory bodies set up under our financial services legislation. One is therefore prompted to ask: would one be justified in also regarding the Registrar as a regulator? This dissertation is being written with the aim of posing such a question and also attempting to answer it in as comprehensive a manner as possible. The first Chapter seeks to illustrate the case for or against regulation of companies, adopting a general perspective. The philosophy behind regulation in general and company regulation in particular is examined, and a conclusion is drawn as to the desirability or otherwise of company legislation. The second Chapter compares and contrasts the functions of the Maltese Registrar of Companies with those of his nearest equivalent officers under the law of selected European countries. The reasons for any differences that may exist between the functions of the respective officers and those of the Registrar are touched upon. The third Chapter mainly compares the role of the Registrar of Companies under English company legislation with the role of his local counterpart. This exercise is of aid in attempting to understand better the precise nature of the Maltese Registrar's role, considering the fact that the Registrar's origins can be clearly traced to UK law. In the Chapter, the origins of the office of Registrar in England are delved into, as are the powers and limitations of the English Registrar. A necessarily short excerpt on the Nigerian Registrar, whose role is modelled on that of the English Registrar, is also included. Chapter Four compares and contrasts the Registrar of Companies to the main regulatory bodies established under our financial services legislation, namely the Central Bank, the Malta Stock Exchange (and the Council of the Exchange) and the Malta Financial Services Centre. The fifth and final Chapter is made up of three main parts. In the first part, the origins of the Registrar of Companies under Maltese law are traced, starting from the Commercial Partnerships Ordinance and going on to the Companies act 1995. The second part tackles the main point at issue in this dissertation, namely whether the Registrar may be considered a regulator. The third and final part suggests possible reforms to the Registrar's role, in the light of some of the observations made in the preceding Chapters.