The Malta Business Registry clarifies that the use of electronic signatures by the general public for the submission of documents to the Registrar is possible in accordance with EU legislation, specifically Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC ( ‘eIDAS’ ).
The eIDAS stipulates specific standards for electronic signatures, qualified electronic signature creation devices, qualified certificates for electronic signatures, electronic seals, electronic timestamps and other electronic authentication mechanisms that must be adhered to for recognition across all EU Member States.
Before submitting documents to the Registrar, signatories are to ascertain that use of electronic signatures adheres to the eIDAS. For an electronic signature to have the equivalent legal effect of a handwritten signature, it must be a qualified electronic signature, as provided by Article 25(2) of the eIDAS. Consequently, this type of electronic signature is the type duly recognised by the Registrar in terms of Article 82 of the Companies Act (Chapter 386 of the Laws of Malta). Under the eIDAS, a qualified electronic signature is an advanced electronic signature created by a qualified electronic signature creation device based on a qualified certificate for electronic signatures issued in an EU Member State. A qualified electronic signature based on a qualified certificate issued in one Member State shall be recognised as a qualified electronic signature in all other Member States. A qualified digital certificate for an electronic signature attests to the authenticity of a qualified electronic signature issued by a qualified trust service provider. Qualified certificates for electronic signatures shall meet the requirements set out in Annex I of the eIDAS. The following notes provide a general overview of the requirements for reference purposes only:
An appropriate indication as to whether the electronic signature creation data related to the electronic signature validation data is located in the qualified electronic signature creation device.It is to be noted that the list of approved eIDAS Trust Service Providers in the European Union may be accessed on https://webgate.ec.europa.eu/tl-browser/#/
The trust service provider associated with an electronic signature may be verified by submitting an electronically signed document on https://webgate.ec.europa.eu/tl-browser/#/search/file/1
Anyone signing a document electronically is expected to verify the validity of a qualified electronic signature with all the corresponding technical and legal details prior to submitting documents to the Malta Business Registry (“MBR”), by uploading the electronically signed document/s on https://ec.europa.eu/cefdigital/DSS/webapp-demo/validation
Please note that documents signed electronically and uploaded via the MBR’s online system are accepted. It is the obligation, and sole responsibility, of the person submitting the document to ensure that the document is signed in accordance with the above specifications and that all verifications were made.
In the eventuality that electronically signed documents are not submitted to the MBR’s online portal, the company, or its representative, is required to deliver to the Registrar the electronically signed document/s in paper format, accompanied by:
In addition to the above, the soft copy document containing the electronic signature utilised on the physical documents, is to be sent to the MBR for verification on: email@example.com Kindly note that the date of receipt by the MBR will be the date when the MBR receives the physical copy and not the soft copy one. Failure to send the soft copy within 2 days from the submission of the physical copy, will result in the documents being sent back to the registered office of the company and deemed as never submitted to the MBR.
The Registrar reserves the right to verify the validity of electronic signatures to ensure compliance with eIDAS requirements. If the electronic signature is not a qualified one and is found not to be in accordance with the above criteria, an officer from the MBR will send the documents back to the registered office of the company. In this eventuality, the document will not be considered as being validly submitted to the Registrar and penalties will be incurred.
Mr Joseph Farrugia
Registrar of Companies