cap_16 preamble—civilcode

Second Schedule — CIVIL CODE

Laws of Malta — Chapter 16 — CIVIL CODE

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Second Schedule · CIVIL CODE

Title I

OF LEGAL ORGANISATIONS

Sub-Title I

Preliminary and Definitions

1. (1) For the purposes of this Schedule, an organisation

means a universality of persons who associate or a universality of

things which are appropriated to achieve a lawful purpose having a

form recognised by law, and which is capable of being a legal

person in terms of law.

(2) Organisations may be established in different legal forms.

(3) The lawful purpose of an organisation referred to in sub-

article (1) shall not be contrary to morals and public policy, which

purpose or purposes shall be one of the categories referred to in

sub-article (4).

(4) Every organisation shall be categorised according to its

purpose and the purpose of any organisation may be

(a) to exclusively promote a social or public purpose on a

non-profit making basis, excluding any private benefit,

or if it has beneficiaries, be for the benefit of public

interest beneficiaries. For the purposes of this

paragraph "public interest beneficiaries" shall mean

any of the following

(i)

organisations, which are themselves established

exclusively for social or public purposes on a

non-profit making basis;

(ii) religious organisations;

(iii) public organisations; or

(iv) beneficiaries referred to in article 32(8)

Provided that this excludes any private benefit other than those

listed under the First Schedule to the Voluntary Organisation Act or

under this Schedule, in which case it is referred to as a "public

benefit organisation"; or

(b) to promote any lawful purpose in terms of the

Voluntary Organisations Act other than those referred

to in in sub-paragraph (a)(i), in which case it is referred

to as a "private benefit organisation"; or

referred to as a "private interest organisation".

(5) When a private benefit organisation is established with

beneficiaries, the organisation shall be for the benefit of a person or

class of persons who can be ascertained, through the designation of

named persons, whether they are members, shareholders or other

interests or rights, or are otherwise ascertainable.

(6)Legal personality is the status granted by law to an

organisation which is established for a lawful purpose stated in

writ ing in a constitu tive in st rum en t or statute, whi ch has a

patrimony of assets and liabilities, separate and distinct from that

of any other person and the legal powers to achieve such purpose

through the administration of its own governing body.

(7)Legal personality exists when an organisation is recognised or

is established as a legal person by a special law or it is registered in

terms of the provisions of this Schedule or any other special law

which grants legal personality.

(8)In confirmation of the freedom of association guaranteed by

the Constitution and the laws of Malta, an association of persons

shall not be required to qualify as a legal person as a pre-condition

for such association of persons to carry on any lawful activities

pursuant to any purpose for which it has been established.

(9)Any person has a right to establish legal organisations as long

as that person complies with the prescribed rules as to form and

content.

(10)Organisations may be public or private.

(11)Public organisations and their administrators are governed

by the law applicable to the State and the public service, and any

other special laws applicable to the particular organisations. When

the State makes use of forms of legal organisations governed by

Title III of this Schedule or by the provisions of any special law,

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the provisions applicable to the particular legal form shall also apply.

(12)Private organisations are governed by the provisions of Title

III of this Schedule, as may be applicable, and the special laws

which may be applicable to their legal form and their purpose.

(13)In this Schedule -

(a) "constitutive instrument" means the public deed,

private writing, resolution or any other written

instrument or document, or the relevant part thereof,

which establishes an organisation of any form and

includes a will which provides for the setting up of an

organisation;

(b) any reference to "the Court" shall be deemed to be a

reference to the Civil Court (Voluntary Jurisdiction

Section) unless it is otherwise expressly stated;

thereof, which establishes a foundation and regulates

its governance in terms of article 29. When a provision

in this Schedule establishes a requirement relating to

the deed of foundation, this shall be satisfied if such

requirement is found in the constitutive instrument or

in the statute, or a combination of both, as the case

may be;

(d) "interested party" means a person who is given rights

capable of economic valuation, present or future,

actual or contingent, in the constitutive instrument or

statute of an organisation or who is given powers or

functions therein and shall not include other persons

unless the context otherwise requires, and this, without

prejudice to the right of any person to pursue any civil

right or remedy he may have;

(e) "international organisation" means an organisation of

which only States or other international organisations

are members;

(f)

the term "non-profit making" shall have the meaning

as assigned to it in article 2 of the Voluntary

Organisations Act;

(g) "political purpose" means the promotion of the

interests of a political party or a political candidate,

whether at local, national or international level and

"political party" shall have the meaning assigned to it

by the Financing of Political Parties Act and for the

purpose of this Schedule shall include any other

organisation, of whatever legal form, financially

controlled by or affiliated with a political party or its

purpose, as stated in its statute or constitutive

instrument or public deed or an organisation which

acts in such manner which is not autonomous from a

political party and the terms "political candidate" and

"political

organisation"

shall

construed

accordingly;

(h) "promoter" means a person who promotes the

establishment of an organisation or holds himself out

to third parties as such and, after the establishment of

an organisation, in the case of a foundation means the

founder and in the case of an association means the

first associating members;

(i)

"public deed" shall include any documents annexed to

such public deed in accordance with the Notarial

Profession and Notarial Archives Act;

(j)

the terms "public purpose", "public benefit" and

similar phrases mean a social purpose and any other

purpose or benefit which promotes or serves the

general public or general interest or a sector of the

general public and does not promote or serve any

private benefit except as permitted by the Voluntary

Organisations Act and this Schedule;

(k) the term "public organisation" shall mean any

organisation which is controlled, directly or indirectly,

by the Government and an organisation is "controlled

by the Government" where the Government enjoys the

power to appoint or remove a majority of the

administrators of the organisation;

(l)

"relevant date" means the 1st April 2008;

(m) "relevant persons" means

(i) the administrators;

(ii) the protector or members of a supervisory

council, if any; and

(iii) any other natural person exercising ultimate and

effective control over the association by means

of indirect ownership or by other means,

including any person, other than those already

referred to in paragraphs (a) and (b) of this

definition, whose consent is to be obtained or

whose direction is binding, in terms of the

statute of the association or any other instrument

in writing, for material actions to be taken by the

administrators thereof;

(n) "religious organisation" means an organisation

established by a religious authority or another

religious organisation of any denomination to fulfil a

religious purpose including a pious foundation or

ecclesiastical entity as defined in this Schedule;

(o) "social purpose" means any charitable or philanthropic

purpose, and without prejudice to the generality of the

aforesaid, includes

(i)

the advancement of education,

including

physical education and sports;

(ii) the advancement of religion;

(iii) the advancement of health;

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(iv) social and community advancement, including

the promotion of the ethical, educational and

social aspects of a particular profession or trade;

(v) the advancement of culture, arts and national

heritage;

(vi) the advancement of environmental protection

and improvement, including the protection of

animals;

(vii) the promotion of human rights, conflict

resolution, democracy and reconciliation;

(viii) the promotion or protection of the interests of

other public benefit organisations, including

federations of such organisations;

(ix) the carrying out of activities intended to raise

funds to support other organisations which are

exclusively public benefit organisations or to

support the voluntary sector as a whole or parts

of it through the application, grant, transfer or

otherwise making available of funds so raised to

them or for their benefit;

(x) any other purpose as may be prescribed by the

Minister by means of regulations made by virtue

of this Schedule,

and for the purpose of this Schedule, includes a political purpose;

(p) "special law" means an Act of Parliament or any

regulations made thereunder or a part of this Code or a

part of this Schedule which regulates specifically a

particular legal form or forms of organisations,

including civil partnerships, foundations and

associations;

(q) "statute" means the public deed, private writing,

resolution or any other written instrument or

document, or the relevant part thereof, which governs

the purposes, objects, structure, internal management

and administration of an organisation on a continuing

basis after the organisation has been established,

whether it forms part of the constitutive instrument, as

an appendix or otherwise, or is an independent

instrument;

(r) "writing" when used in relation to a notice to be sent

shall mean printed, typewritten, or otherwise visibly

represented, copied or reproduced, including by fax or

electronic mail or other electronic means and in the

case of a private writing a combination of several

signed copies of the same instrument shall suffice;

(s) the words "Registrar for Legal Persons", wherever

they appear in this Schedule shall for all intents and

purposes of law be deemed to mean "The Registrar of

Companies" as defined in articles 400 and 401 of the

Companies Act;

(t)

"Minister" means, unless not otherwise specified, the

Minister responsible for the registration of limited

liability companies and commercial partnerships.

Sub-Title II

Of Foreign and International Organisations

2. (1) Foreign organisations having legal personality under

the laws by which they are established or if they are registered

overseas, under the laws of the place of registration, shall be

recognised as legal persons for all purposes of law for all purposes

of law, with the characteristics of the legal form they may take under

the applicable law.

(2)International organisations which are granted legal personality in

any multilateral or bilateral treaty or agreement to which States or

international organisations, as subjects of international law are parties,

shall be recognised as legal persons for all purposes of law, which

personality shall be governed by the relevant treaty or agreement or by

any law of any State which is selected for the purpose by the parties

thereto. The Minister shall, from time to time, publish a list of such

organisations in the Gazette.

(3)In the case of a foreign or international organisation which has

legal personality, the law, treaty or agreement applicable in terms of

sub-articles (1) and (2) shall apply to all matters regarding such legal

persons, including their form, their existence, the setting-up and

effects of their statute, constitutive instrument or public deed and their

administration, the liability of persons who control or manage or are

otherwise involved in such organisations and their dissolution, and to

the extent that an international organisation is subject to a special law

following the ratification by the State of the treaty establishing such

organisation, such organisation shall also be governed by such law and

in case of inconsistency with its Statute or agreement, the latter shall

prevail.

(4)Subject to the provisions of article 19(8), a foreign or

international organisation which does not have legal personality

under the applicable law shall be recognised as a legal organisation

and all matters regarding such foreign or international organisation

including its form, its existence, the construction and effects of its

constitutive instrument or statute, the liability or otherwise of its

promoters, members or its administrators, its administration and its

dissolution shall be governed by the proper law applicable to its

constitutive instrument or statute, either express or according to

applicable law.

(5)Notwithstanding the law applicable in accordance with the

preceding provisions, when there exists the power to carry out a

trading or a commercial activity, the limitations established under

article 32A shall apply to activities in Malta in case of foundations

established outside Malta.

(6)Unless exempted by express provision of law, any foreign or

international organisation, whether vested with legal personality or

not, which carries on an activity in Malta on a regular basis is

required to register by notice in the prescribed form with the

Registrar for Legal Persons, appointed under article 11 of this

Schedule, prior to commencing its activities.

For the purposes of this sub-article

(a) "regular activity" means an activity having a duration

of more than three months or which is carried out

through a permanent establishment in Malta; and

(b) "permanent establishment" includes a place of

business, office or branch through which an activity is

carried out on a stable and continuous basis

Provided that the obligation to register shall not apply to foreign

religious organisations.

(7)Where a foreign or international organisation, whether having

legal personality or not, does not carry out regular activities in

Malta, but needs to prove its recognition under this article for the

purpose of applicability of the laws of Malta other than this

Schedule, the organisation may register under this sub-article by

means of a notice in the prescribed form.

(8)Whenever the purposes or activities of a foreign or

international organisation are the subject of laws regulating credit

institutions, insurance undertakings, investment services or funds

or the provision of trustee, fiduciary, or corporate services or other

licensable or regulated activities, such organisation may only be

registered with the prior written consent of the Malta Financial

Services Authority, when so required by the applicable law and

where it is otherwise the competent authority under such law,

unless the foreign or international organisation is expressly

exempted from obtaining authorisation under Maltese law.

(9)The Minister may from time to time issue regulations to

modify and redefine what constitutes "regular activity" and to

regulate registrations under this article.

TITLE II

OF LEGAL PERSONALITY

Sub-Title I

Of Legal Persons

3. (1) Legal persons are organisations endowed with legal

personality. Legal personality is acquired through the formal

recognition of the State. Recognition by the State requires a

specific act of recognition and no other administrative act of the

State in relation to an organisation or activity shall constitute

recogni tio n. Except where legal personality is recognised or

established by a law or an international treaty or agreement or is

granted in virtue of registration pursuant to any special law, legal

personality shall only be acquired by an organisation on its registration

with the Registrar for Legal Persons in accordance with article 12.

(2)When organisations are created by voluntary act, they shall be

established in accordance with such legal forms as the law provides

for.

(3)An organisation shall only be recognised as a legal person if it

complies with such formalities as are applicable to the legal form

selected for its establishment and registration.

(4)Organisations created by voluntary act, whether registered or

not, are prim arily governed by the laws applicable to their

particular legal form or to their purpose or category and, where the

provisions of special laws or provisions of other parts of this Code

do not provide on any matter provided for in this Title, also by the

provisions of this Schedule.

(5)Organisations which do not enjoy legal personality shall only

have such rights and powers as are granted to them by or in

pursuance of the express provisions of law.

4. (1) Every legal person has a patrimony which shall be

appropriated to a purpose or purposes in accordance with article 1.

(2)Every legal person must be identifiable by a unique name

which is assigned to it on the date on which it is constituted, and

under which it exercises rights and performs its obligations. Such

name may be changed following the procedure established by law.

Any name must conform to law and include, where required, a

denomination that clearly indicates the legal form assumed by the

legal person.

(3)Every legal person shall have an address in Malta where

communications can be received and information requested about

its activities.

(4)Legal persons act through their organs, such as a board of

administrators, directors or trustees and, to the extent that they have

members the general meeting of members on matters designated to

such organ.

(5)Legal and judicial representation of a legal person shall be

vested

(a) in all cases, in any one or more of the administrators,

jointly and severally, in the manner stated in the

statute or the applicable law;

(b) without limiting the powers of representation of the

administrators as stated in paragraph (a), in other

persons as are named in the statute of the organisation

or other holders of office therein designated; and

shall be deemed to enjoy the power to delegate such powers of

representation by means of a written resolution or written power of

attorney in favour of any third parties. The administrators of a legal

person bind it to the extent of the powers vested in them by law, the

statute and any bye-laws or as otherwise stated in the law applicable

to their particular legal form

Provided that any limitation in the powers of the administrators

shall not be relied upon as against third parties in good faith

irrespective of whether such limitation, published or not, arises

from the statute or from any internal decision, unless it is proved

that such third party was aware that the act was in breach of the

limitation.

Provided further that in the absence of any statement on the legal

r e p r e s e n t a t i o n o f a n y o rg a n i s a t i o n i n t h e s t a t u t e , t h e s o l e

administrator, or if there are more than one, any two administrators,

s h a l l h a v e t h e l e g a l r e p r e s e n t a t i o n o f t h e o rg a n i s a t i o n i n

accordance with this sub-article.

(6)Every legal person shall have at least one administrator who may

act on its behalf or have such minimum number of administrators as

may be required by the law applicable to its legal form, purpose or

category.

(7)Any person acting in the name of a legal person which does

not exist shall be bound personally to perform the obligations

undertaken, and except as otherwise stated in any special law, a legal

person may ratify any act done in its name before it was registered.

Upon ratification the legal person is bound by the obligations

entered into by the person who acted in its name and shall be

entitled to all rights. The ratification shall not constitute a novation

unless the other party to the transaction expressly releases the

person acting in the name of the legal person from the obligations

assumed by it

Provided that a person acting for a legal person before it is

constituted shall not be bound personally if the contract stipulates

otherwise or includes a statement to the effect that the agreement is

conditional upon the legal person coming into existence or that the

legal person might not be constituted or may not assume the

obligations undertaken in the contract.

Provided further that notwithstanding the provisions of this sub-

article, where a third party deals in good faith with persons acting

in the name or on behalf of a legal person before its establishment,

any contract would come into effect from the date on which the

organisation shall come into existence, and the organisation shall

be entitled to be indemnified by the persons who had acted in its

name or on its behalf with respect to its liability under this sub-

article towards the said third party.

(8)Legal persons may not exercise tutorship or curatorship to a

person. They may, however, to the extent that they are authorised

by law to act as such, hold office as trustee or curator of property.

They may also act as a liquidator or executor of a will, an official

consignee, a judicial sequestrator, a trustee or an administrator of

another legal person.

(9)Legal persons may be the beneficiaries of dispositions under

wills as well as donations subject to the following provisions

(a) testamentary dispositions in favour of unregistered

organisations shall not come into effect, and to the

extent performed shall be revocable on demand by

application to the Court of any person interested in the

will unless an application for the registration of such

organisation is made in terms of the applicable law

within one year from the day of the opening of

succession;

(b) donations made to an organisation shall be deemed to

be made on the assumption that it is registered or will

be registered and shall not come into effect, and to the

extent performed shall be revocable on demand by

application to the Court of the donor, unless an

application for the registration of such organisation is

made in terms of the applicable law within one year

from the donation;

engagement and accept the same shall effect such

registration within the period above stated; and

(d) the Court shall have the power to extend such time

limit on application of any administrator or other

interested party or to order the administrator or any other

relevant person to register the organisation and do all

such acts as may be necessary to ensure that the intent of

the testator or donor, as the case may be, is achieved at

its discretion.

(10)The provisions of sub-article (9) shall not apply to testamentary

dispositions and donations in favour of pious foundations, marriage

legacies and ecclesiastical entities.

(11)Legal personality may not be set up against a person in good

faith in order to perpetrate fraud.

5. (1) A legal person exists in perpetuity unless otherwise

provided by law or its statute, constitutive instrument or public deed.

(2)Legal persons constituted directly by or in terms of a special

law exist from the date of the coming into force of the law or from

the date prescribed therein. In other cases, legal persons exist from

the date of registration or from such other date provided for in the

laws that are applicable to their particular legal form.

(3)Legal persons cease to exist with effect from the date when

they are struck off from the relevant register in accordance with the

laws applicable to their particular legal form or as stated in any

special law.

(4)Without prejudice to the rules applicable to legal persons of a

particular legal form, on the application to the Court of any

interested person or the Registrar, the Court may, failing the taking

of such relevant actions by the legal person or its officers according

to the applicable law, order the striking off from the register of the

legal person in the following cases

(a) when the persons vested with such authority so

determine in accordance with the statute, constitutive

instrument or public deed; or

(b) upon the happening of the events expressly stated to

have such effect -

(i) in the constitutive instrument or statute; or

(ii) in the laws that are applicable to its particular

legal form; or

been achieved, exhausted or has become impossible;

(d) when there is no administrator in office or the number

of administrators falls below the minimum required by

law for a particular legal form for a period exceeding six

months; or

(e) when the number of members falls below that required by

this Schedule in the case of an association or when there

are no beneficiaries in the case of a beneficiary

foundation.

6. (1) Notwithstanding that they are not registered in a

were recognised as being legal persons prior to the coming into

force of this Act, hereinafter referred to as the "relevant date", in

terms of any final judgement delivered by any Court relating to that

particular organisation, shall continue to be recognised as legal

persons indefinitely unless -

(a) such continuing status is subject to registration in

terms of this Schedule or any special law, or is required

in a notice issued by the Minister and published in the

Gazette and registration is not effected within the time

provided for in such notice, in which case they shall

cease to be recognised as legal persons with effect

from the lapse of such date, or

(b) they otherwise cease to exist according to law.

(2)All foundations, hereinafter referred to as an "existing

foundation", created by public deed and existing on the relevant

date shall be deemed to have had legal personality from the date of

their establishment but shall be bound to register as legal persons in

terms of this Schedule within four calendar years of the relevant

date.

(3)Notwithstanding that an existing foundation fails to register as

required by sub-article (2), such existing foundation shall continue

to enjoy legal personality in accordance with sub-article (1).

(4)Religious organisations and marriage legacies which are

constituted as foundations shall not be bound to register and shall

continue to be recognised as legal persons until they are wound up.

(5)An existing foundation which has been established by a public

deed and notwithstanding whether it was registered pursuant to this

Schedule or not shall

(a) have full legal capacity and all the powers of a

registered legal person as stated in this Schedule and

the restrictions in article 14 shall not apply to it;

(b) continue to be the exclusive owner of all its property

even if acquired after the lapse of the period referred

to in sub-article (2) and shall be liable for its own

obligations;

the liability of its administrators shall be governed by

the provisions of article 17 and other provisions

applicable to unregistered organisations for all acts

carried out from the lapse of the period stated in sub-

article (2) until the date of registration but the

administrators shall not be in any way liable for

obligations entered into by the existing foundation

prior to such date unless they have personally assumed

such obligations in writing; and

(d) when it is registered, the provisions of article 16 shall

thereafter apply to all acts of the administrators after

the date of registration.

(6)An existing foundation which has not been established by a

public deed and which fails to register shall

(a) have the capacity only to achieve its stated purposes

and all ancillary matters;

(b) be subject to the restriction in article 14(5);

which shall constitute a distinct patrimony; and

(d) have its administrators be jointly and severally liable

and with the organisation for the obligations entered

into by the foundation, subject to the provisions of the

second proviso to article 17(3).

(7)All associations, established in writing before the relevant

date, hereinafter referred to as "existing associations", the form of

which is recognised as a legal person in accordance with applicable

law or, in terms of any final judgement delivered by the Court

relating to that particular organisation prior to the relevant date

shall continue to be recognised as legal persons although they are

not registered; however, existing associations which do not register

as legal persons, as well as their administrators, shall be governed

by the provisions of this Schedule applicable to unregistered

organisations with effect from the lapse of four calendar years from

the relevant date.

(8)When an organisation -

(a) is established as an association

but

has

the

characteristics of a foundation; or

(b) is established as a foundation

but

has

the

characteristics of an association; or

association,

it shall be referred to herein as a "hybrid organisation" and shall

be regulated by the following provisions of this article.

(9)A hybrid organisation shall be established by means of a

statute, which may be amended from time to time, to clearly

identify the form of a foundation or an association.

(10)Until the hybrid organisation complies with sub-article (9),

the administrators shall be subject to the provisions of this

Schedule on both foundations and associations in their

administration.

(11)Where an action to modify the statute of a hybrid

organisation is not taken by the founders or such other persons or

bodies authorised by the statute or, in the case of associations, the

members, or it is impossible or impracticable to do so, the

administrators of a hybrid organisation may, at any time, apply to

the Court to sanction such modifications as are appropriate to

clarify the legal form of such organisation either as a foundation or

an association and the Court shall issue such orders as it deems

appropriate, including amendments to the statute and the name of

the organisation, after considering all evidence submitted to it and

after hearing interested parties who may wish to make submissions.

(12)In reaching a decision in terms of the preceding sub-article,

the Court shall inter alia pay regard to the initial intentions of the

promoters, the purposes of the organisation and its current

operations, the rights of beneficiaries or members, the future

fulfilment of its purposes and management of the organisation.

(13)The Court shall also have the power to

(a) order, upon application of the administrators, the re-

organisation of the organisation by the creation of

other organisations whereby one or more promoters,

founders, members or beneficiaries, as the case may

(i)

cease to be treated as founders or otherwise of a

foundation and, or form an association with the

sole purpose of supporting the said foundation or

enjoying the benefits of membership; or

(ii) cease to be treated as members of an association

and, or form a foundation to achieve the stated

purposes without any benefits of membership;

(b)direct otherwise than as provided in paragraph (a) so as to

ensure the effective achievement of the initial purposes of the

organisation.

(14)In making an order referred to in the preceding sub-article,

the Court shall ensure that neither the purposes of the organisation

nor any vested rights of any person shall be affected, nor shall any

obligations other than those freely undertaken by any person arise

from such modification or reorganisation.

(15)It shall not be lawful to register a hybrid organisation under

this Schedule and the Registrar shall require compliance with sub-

article (9) prior to accepting the registration thereof.

Sub-Title II

Of Administrators

7. (1) Every organisation shall be managed by one or more

administrators who shall be responsible for maintaining possession

and control of the property of the organisation, safeguarding such

property and ensuring compliance with the constitutive instrument

and statute of the organisation, the provisions of this Schedule and

any special law applicable to its particular legal form, purpose or

category.

(2)For the purposes of this Schedule, "administrator" means an

officer or a person who is appointed to control and administer an

organisation including a governor, a director, a trustee or a

committee member and any person who carries out such functions

even if under another name.

(3)The statute shall designate the first administrators, how they are

appointed and removed from office or if not designated, how

administrators are appointed and removed.

(4)Subject to the terms under which they are engaged,

administrators are bound by fiduciary obligations as stated in

article 1124A of the Code.

(5)If a legal person does not have at least one administrator in

office or the minimum number of administrators required at law,

the State Advocate or any other interested party shall be entitled to

request the Court to appoint an administrator or administrators for

such purposes, for such time and under such conditions as the Court

considers appropriate. When such an application is made, the

period referred to in article 5(4)(d) shall be suspended until the

Court determines the application and should an application be made

after the lapse of the said period, an appointment by the Court shall

be effective provided it is made at any time prior to the striking off

of the legal person from the relevant register.

8. (1) Persons convicted of any of the crimes mentioned in

Titles V, VI and IX of Part II of Book First of the Criminal Code in

the previous ten years or persons who have been interdicted by order

of any court in Malta in terms of the Criminal Code, or overseas under

laws of equivalent effect, shall not be eligible for appointment or

election to

(a) the office of treasurer, deputy treasurer or assistant

treasurer or a similar office of an organisation; or

(b) any other office in such organisation the holder of

which is responsible for the collection, disbursement,

custody or control of the assets of the organisation or

for its accounts; or

(2) Persons convicted of any offence involving money

laundering or the funding of terrorism shall not be eligible for

appointment or election to the office of administrator or, if already

appointed or elected, shall not be eligible to retain such office.

(3) The Court may, either generally or with reference to a

particular organisation -

(a) disqualify any person from holding an office within an

organisation; or

(b) disqualify any person from performing identified

functions within an organisation,

and this, on any of the grounds mentioned in this article,

following the application of any interested party, the State Advocate

or, in the case of voluntary organisations, the Commissioner for

Voluntary Organisations.

The Court may rehabilitate such person in accordance with

regulations, which may be made by the Minister from time to time

regulating the disqualification of administrators, their

rehabilitation and the registration of such disqualification and

rehabilitation orders in the Registry for Legal Persons or the Public

Registry, as the case may be.

(4)Persons who are subject to a disqualification order issued by

the Court in terms of sub-article (3) shall not perform such

functions, either generally or with reference to a particular

organisation, and this, for such times as are stated in the order.

9. (1) Administrators may be removed in cases of

misconduct, failure to declare conflicts of interest, breach of duty

or failure to comply with the statute or any provisions of this Title

Provided that, notwithstanding any provision of the statute of an

organisation, any action intended to remove an administrator on

such grounds shall be preceded by a notice in writing to such

person stating the alleged reasons for such removal and providing

such person with a reasonable opportunity to defend himself and

rebut the allegations.

(2)Removal of an administrator shall take place in accordance

with the statute of the organisation. After exhausting all applicable

remedies within the organisation, any person who demonstrates an

interest may apply to the Court with a request for removal of an

administrator and the Court shall issue such orders as it deems

necessary after hearing the applicant and the administrator and

considering any other relevant evidence.

(3)The Court may, when it orders the removal of an

administrator, name a temporary or definitive administrator or

administrators in substitution when it appears to the Court that the

method of appointment as stated in the statute will not result in an

effective and immediate appointment of a substitute administrator

or administrators.

(4)Any provision in a statute to the effect that an administrator

may not be removed for the reasons mentioned in sub-article (1)

shall be null and void.

(5)The Court may impose disqualification in terms of article 8 of

this Schedule in any case where it orders the removal of an

administrator.

(6)The powers of the Court referred to in this article may be

exercised by any Court appraised of proceedings involving an

administrator.

10. (1) Administrators shall keep records of -

(a) all assets and liabilities; and

(b) all income and expenditure,

of the organisation for annual financial periods.

(2)Administrators shall prepare such accounts and reports at such

times and with such form and content as may be prescribed or as

may be applicable to their particular legal form. Such accounts and

reports shall be reviewed and shall be published and, or filed as may

be prescribed or as may be required by applicable law.

(3)Until such time as

(a) the form and content of accounts and reports; and

(b) the rules on review, publication and, or filing are

prescribed in terms of sub-article (2), for legal

organisations, the form of which is not regulated by a

special law, in which case the special law shall apply,

the following rules shall apply, unless the legal

organisation opts that accounts are drawn up, prepared,

reviewed and published for each financial period in

accordance with generally accepted accounting principles

and practice, as defined in the Accountancy Profession

Act, or subject to the advice of a certified public

accountant and auditor, by some other principles and

practices, as may be chosen from time to time by the

administrators

(i)

in the case of organisations established exclusively for

public benefit, the provisions applicable to enrolled

voluntary organisations shall apply, irrespective of

whether such organisations are enrolled or not

Provided that this paragraph shall not apply to organisations

established for a political purpose, which shall be regulated mutatis

mutandis by the Financing of Political Parties Act

Provided further that, when the organisation is not a political

party as defined under article 2 of the Financing of Political Parties

Act but is only controlled by or affiliated to a political party, or its

purpose as stated in its statute or constitutive deed, is such as

renders it non-autonomous;

(ii)

in the case of private interest foundations

A.in the case of foundations which are permitted to carry out

commercial activities under article 31B, in lieu of the requirements

prescribed under articles 13 to 18 of the Commercial Code, the

p r o v i s i o n s o f C h a p t e r I X a n d X o f P a r t V of Ti t l e I o f t h e

Companies Act shall apply mutatis mutandis and any references

made to the Registrar of Companies shall be made to the Registrar

for Legal Persons

P r o vi d e d t ha t t he M i n is te r sh a l l ha ve t h e p o we r t o i s s ue

regulations on matters stated in articles 188 and 189 of the

Companies Act and also to exclude the application of specific

articles or sub-articles of the said Act and to determine the manner

in which they are to apply in such context;

B. in the cases mentioned in article 31C, any guidelines as may be

issued from time to time by the competent authorities, relating to trusts

and trustees;

C.in the case of associations where all the members are limited

liability companies, the provisions of paragraph A shall also apply;

and

D. in all other cases of associations where the members are not all

limited liability companies, sub-article (1) and (2) and any relevant

regulations shall apply and, in the absence of specific regulations, the

accounting rules and conventions relating to civil partnerships shall

apply.

(4)Such accounts, reports and records shall be held for a period

of ten years after the relevant annual period to which they refer, or

for such other period imposed in relation to an organisation under

any special law applicable to its legal form.

Sub-Title III

Of the Registrar

11. (1) The Minister may make regulations laying down the

functions and powers of the Registrar.

(2)The Registrar shall be bound to notify decisions he may take

refusing applications to register organisations in writing, providing

the reasons for his decision. Any person or organisation which is

aggrieved by any decision of the Registrar may appeal to the Court

from the decision within thirty days of receipt thereof or where

there is no response to an application to the Registrar to register an

organisation, after forty-five days from the date of application to

(3)The Registrar for Legal Persons shall administer the Registry

for Legal Persons and, in the absence of any provisions to the

contrary, the Public Registry Act shall apply mutatis mutandis to

registrations made in terms of this Schedule. In case of

inconsistency, the provisions of this Schedule shall prevail. Save as

otherwise provided, all registrations in terms of this Schedule shall

be made with the Registrar for Legal Persons unless registration in

the Public Registry is specifically required.

Sub-Title IV

Of Registration of Organisations

12. (1) Organisations may be registered in such manner as

may from time to time be provided in this Schedule or in the law

that is applicable to their particular legal form.

(2)In the absence of provisions on registration in relation to any

form of organisation which may be granted legal personality by any

law, organisations shall be registered with the Registrar for Legal

Persons in accordance with the provisions of this Title or of any

regulations.

(3)Where an organisation may acquire legal personality through

registration in a public registry under any other law applicable to

its form, it shall not be lawful to register such an organisation in

terms of this Sub-Title.

(4)Except for public organisations and other organisations which

are already registered in a public registry and have legal personality

as a result thereof, the enrolment of an organisation with or the

issue of a certificate or licence by the State which, in terms of any

applicable law, grants legal personality to the organisation shall be

interpreted as requiring, as an additional condition thereof, the

registration of such organisation in terms of this Schedule.

(5)It shall be a condition for registration of any organisation the

administrator or administrators of which are not ordinarily resident

in Malta, to appoint and retain at all times, a person who is

ordinarily resident in Malta to act as local representative and such

representative shall have, by operation of the law and without the

need of any act on the part of the administrators

(a) the legal representation of such organisation in Malta

and this for all purposes of any law in Malta; and

(b) the legal representation of such organisation limitedly

to the signing of forms and other notifications to the

Registrar and other competent authorities in Malta and

the enrolment of instruments and other documents

executed by the administrators with a Notary Public in

Malta when necessary to comply with the legal

obligations of the organisation in Malta

Provided that if the administrators appoint another person or

persons to carry out the acts stated in paragraphs (a) and (b), the

local representative shall only act in consultation with such persons

when such person or persons are not in Malta or if they fail to carry

out any such function when required to do so within the times

stated in this Schedule.

For the purpose of this sub-article, residence shall be established

by documentary evidence.

(6)A certificate of registration given in respect of an organisation

is conclusive evidence that the requirements of this Schedule in

respect of registration and of matters precedent and incidental to it

h a v e b e e n c o m p l i e d w i t h an d t h a t t h e orga n i s a t i o n i s d ul y

registered in terms of this Schedule.

(7)The provisions of this Schedule regulating the registration and

filing of documents and notes of registration in the Register of

Legal Persons shall apply to the registration and filing of acts by all

registered legal organisations governed by this Schedule and the

provisions of any other law regulating the filing and registration of

documents in a public registry shall not apply except where

expressly stated.

Sub-Title V

Of Unregistered Organisations

13. (1) An unregistered organisation is an organisation having

a form recognised by law, which is constituted by an instrument in

writing and which, being registerable in terms of this Schedule or

any other special law, is not so registered.

(2)The instrument in writing establishing an unregistered

organisation shall contain, on pain of nullity, an express statement

of a specific purpose or purposes for which the organisation has

been established.

(3)Without prejudice to the right of association of any person and

the right of any person to establish an organisation, an association

of persons or the appropriation of property to a purpose which is

not in written form is not recognised for the purposes of this

Schedule.

(4)The following organisations shall not be treated as

unregistered organisations for the purposes of this Schedule

although they are not registered with the Registrar for Legal Persons

(a) any organisation which is already registered pursuant

to a special law regulating its form resulting in legal

personality;

(b) public organisations, except those public organisations

which have been established in a legal form which

requires registration, if they are not registered;

(d) pious foundations, marriage legacies and ecclesiastical

entities, each of which shall be regulated and governed

by the law applicable to their particular form or

purpose or category and, except as herein provided,

shall not be subject to the provisions of this Schedule,

each of which shall be regulated by any special law applicable to

their particular form.

14. (1) Saving as otherwise stated in this Schedule, unregistered

organisations are not legal persons but, pursuant to this Sub-Title, they

enjoy recognition, as a matter of fact, and legal powers to achieve the

stated purposes for which they are constituted.

(2)An unregistered organisation may enter into transactions in

relation to movable or immovable and other registerable property,

may open bank accounts and may engage persons and contractors

to provide services it may require for the achievement of the express

purposes of the organisation and all ancillary matters.

(3)An unregistered organisation may enter into contracts in its

own name.

(4)An unregistered organisation may be sued in its own name

and is represented in legal proceedings by any administrator. An

u n r e g i s t e r e d o rg a n i s a t i o n m a y s u e i n i t s o w n n a m e a n d i s

represented by the person who, in terms of the statute, enjoys such

power or in the absence of such appointment, by the sole

a d m i n i s t r a t o r o r, i f t h e r e i s m o r e t h a n o n e , b y a n y t w o

administrators.

(5)An unregistered organisation may establish other organisations

provided the other organisations are registered.

15. (1) The internal management and administration of an

unregistered organisation is r eg ulated by it s statut e. L eg al

representation of the organisation shall be vested in the person

who, in terms of the statute, enjoys such power or, in the absence of

such appointment, by the sole administrator or, if there is more than

one, by any two administrators.

(2)The contributions of the promoters and assets acquired by

such contributions constitute the patrimony of the unregistered

organisation. Any obligations undertaken by the unregistered

organisation may be enforced against such patrimony without

prejudice to the liability of other persons for such obligations.

(3)Any property acquired by any means by an unregistered

organisation shall be considered to be held by or for the following

interests as the case may be where it is established

(a) as a private benefit organisation, unless otherwise

stated in its statute or in any written instrument signed

by the promoters and authenticated by a Notary Public,

such property shall be considered to be held for the

promoter in ownership or the promoters in co-

ownership according to the proportion of their

contribution to the unregistered organisation;

(b) partly for a private benefit and partly for a social or

other public purpose, unless otherwise stated in its

statute or in any written instrument signed by the

promoters and authenticated by a Notary Public, such

property shall be considered to be held in ownership

for the private benefit subject to the performance, by

the promoters or administrators, as fiduciaries, of the

social or other public purpose, until the said purpose is

achieved, exhausted or becomes impossible or is

otherwise addressed by the appropriation or

endowment of a sufficient part of the property to a

registered public benefit organisation with a similar

purpose;

case of religious organisations and marriage legacies

and public organisations in the form of foundations,

religious or public purposes respectively, such

property shall be held by the promoters or

administrators as fiduciaries only for the purpose

stated in the statute or any special law which may be

applicable to it.

(4)On dissolution of an unregistered organisation which is

(a) established as a public benefit organisation, the

property of the organisation must be applied in

accordance with article 32;

(b) established as a private benefit organisation, the

property shall be distributed in accordance with the

express terms of the statute, failing of which, to the

promoters or their heirs

Provided that any person with a co-ownership right in property

of an unregistered organisation may only demand the division of

such patrimony and any promoter or administrator may only

dissolve the organisation and, or withdraw his contribution from an

unregistered organisation when all obligations towards third parties

have been performed and, or its purposes have been achieved,

exhausted or become impossible.

Sub-Title VI

Of Responsibility of Persons involved in Organisations

16. (1) The promoters or members of a registered organisation,

or in case of a registered foundation, the founders, the donors or the

beneficiaries shall not be liable for the obligations of such an

organisation, except to the extent that they expressly agree to be so

liable. The liability of such persons towards third parties for the

obligations of the organisation shall be determined in accordance with

any rules which may be applicable to the legal form of the organisation

in terms of any special law or, in the absence of any special law, the

provisions of this Schedule.

(2)The promoters and members of a registered organisation or in

the case of a registered foundation, the founders, the donors or the

beneficiaries, are liable towards the legal person for anything they

have bound themselves to contribute to it in writing, unless

otherwise provided by law.

(3)In case of unlawful acts, a Court may, on the application of

any interested party, declare the founders, promoters, administrators,

beneficiaries or members who have consented to or otherwise have

knowingly taken part in the unlawful act to the detriment of the

legal person, as personally liable for any damage suffered by the

legal person.

(4)The administrator of a registered organisation shall not be

personally liable for the obligations of the organisation except in

the following cases

(a) to third parties for the obligations of the organisation

if -

(i)

he is guilty of fraud or bad faith in entering into

any obligations;

(ii) he has entered into obligations in favour of third

parties at a time when he knew or ought to have

known that there was no reasonable prospect

that the organisation would avoid being wound

up due to insolvency;

(b) to the organisation for the performance of the

obligations that he has entered into on its behalf,

without being entitled to the benefits, and for any

benefit which accrues to him personally, if he has

failed to declare a personal interest or a conflict of

interest;

acted in breach of duty as stated in the statute or this

Schedule in bad faith or has been negligent in the

carrying on of his duties;

(d) to the beneficiaries of an organisation or the Attorney

General on their behalf, if he has acted as stated in

paragraph (c) or in a situation where there is a conflict

of interest;

(e) to the Registrar for the payment of any fees which may

be due by the organisation upon failure by the

organisation to pay the same within three months of

the date on which they are due

Provided that nothing in this sub-article shall render an

administrator liable more than once for the same act.

(5)In those cases where an organisation has more than one

administrator, the responsibility of the administrators shall be joint

and several unless some particular duty has been exclusively

entrusted to one particular administrator, in which case only he

shall be liable.

(6)An administrator shall not be liable for the acts of another

administrator if he shows that he was not aware of the breach at the

time of its occurrence and on becoming aware of it he signified his

dissent in writing without delay and took all reasonable measures to

hinder the continuation of the breach or knowing of the intended

breach he took all reasonable measures to avoid its occurrence.

(7)Any provision in the statute of the organisation or any

agreement exonerating an administrator from liability for wilful

misconduct, gross negligence or breach of duty shall be null and

void.

17. (1) Any member, donor, or beneficiary involved in any

unregistered public benefit organisation, shall not be liable for the

obligations of such organisation except as follows

(a) he shall be liable to the extent that he expressly agrees

to be so liable in the statute or any other document

signed by him;

(b) he shall be liable for the obligations of the

organisation if these were entered into by him in the

name of the organisation in favour of third parties at a

time when he knew or ought to have known that there

was no reasonable prospect that the organisation

would avoid being wound up due to insolvency; and

entering into any obligations on behalf of the

organisation.

(2) The promoters and administrators of an unregistered

organisation shall be jointly and severally liable -

(a) to keep the property of the unregistered organisation

identified as such and distinct from their own personal

property and other property they may be

administering;

(b) for the preservation of any property received;

expressly stated in the statute of the unregistered

organisation; and

(d) to ensure, to the extent possible, considering their

functions, observance of the law applicable to the

unregistered organisation and its activities.

(3)Without prejudice to the availability of assets of an

unregistered organisation for the fulfilment of its obligations,

members and supporters of an unregistered organisation shall only

be liable for the obligations expressly undertaken by them in the

statute or any subscription document.

(4)The liability of members and administrators of an

unregistered organisation having a particular legal form, towards

third parties, for the obligations of the unregistered organisation

shall be determined in accordance with any rules which may be

applicable to the legal form of the organisation under any special

law or, in the absence of any special law, the provisions of this

article.

(5)Any provision in the statute of an unregistered organisation or

any agreement with the unregistered organisation exonerating an

administrator from liability for wilful misconduct, gross negligence

or breach of duty shall be null and void.

(6)Where the liability of members and administrators of an

un registered organisatio n havin g a pa rt ic ular l eg al for m i s

regulated specifically by a provision of this Schedule or any special

law, such provisions shall prevail over the provisions of this article.

18. Any person who claims or purports to act in the name of a

legal person which does not exist or an unregistered organisation

for which no written instrument exists shall be personally liable to

fulfil all the obligations undertaken and shall be liable for any

damages caused through such actions. Such person shall be

personally bound to return to the grantor any property received for

the purported purposes of the organisation.

Sub-Title VII

Of Liability of Organisations

19. (1) Legal persons are distinct from their promoters,

founders, administrators and members, if any. The acts of legal

persons bind no one but themselves except as provided by law.

(2)An organisation shall be liable for the fulfilment of its

obligations with all its present and future assets and shall not be

liable for the obligations of any other person except to the extent

that it expressly agrees to be so liable.

(3)An endowment of property shall be subject to reduction or

revocation to the extent it is in conflict with any rules of mandatory

a p p l i c a t i o n o r i n t e r m s o f a r t i c l e 11 4 4 o f t h e C o d e i f i t i s

detrimental to the rights of a creditor

Provided that an administrator who has acted in good faith shall

not be liable to account for any assets paid out, distributed or

expended in accordance with the statute of the organisation without

knowledge of the claim by the third party.

(4)The rules in sub-articles (2) and (3) shall mutatis mutandis

apply to an unregistered organisation, without prejudice to the

personal liability of its administrators or other persons as stated in

this Schedule.

(5)A registered organisation may, unless prohibited by its statute,

establish other organisations, of any legal form, to achieve all or

any of the purposes for which it has been established, whether the

latter constitute legal persons or not.

(6)When a registered organisation establishes other organisations

which are registered as legal persons and maintains control over

them, the organisations shall constitute a group of organisations for

the purposes of this Schedule. An organisation shall be deemed to

control another organisation if the administrators of the first have

the power to appoint or remove the administrators of the second, or

if this power has been vested in another person, persons or organ of

the second organisation, if the administrators of the first have the

power to amend or revoke the vesting of such power.

(7)An organisation forming part of a group of organisations,

whether as founder or as a member of the group, shall not be liable

for the obligations of other members of the group except to the

extent it expressly undertakes in writing or as otherwise provided

in any provision of this Code.

(8)Notwithstanding the provisions of article 2, the liability of all

foreign and international public benefit organisations which -

(a) operate in Malta, including if they raise funds in

Malta; or

(b) provide services available to the public within Malta,

as well as that of their administrators, shall also be subject to the

provisions of this Schedule in so far as their activity in Malta is

concerned, subject however to any provisions of any special law

applicable to them.

Sub-Title VIII

Miscellaneous

20. (1) It shall be lawful for a registered organisation to

establish segregated cells within the organisation to achieve

particular purposes with particular assets. Where the special law

applicable to a particular legal form of registered organisation

already provides for segregated cells, or equivalent features, such

provisions shall apply to the exclusion of the provisions of this

article.

(2)A segregated cell within a registered organisation exists when

established formally

(a) by the statute of the organisation on creation of the

organisation; or

(b) subsequently by a resolution of the administrators

pursuant to a power vested in them by the statute and

in either case shall be established

(i)

by reference to shares, interests or other rights of

the members or beneficiaries or by reference to

purposes, or by reference to both such rights and

purposes; or

(ii) for purely administrative purposes which

support the main purposes and operations of the

organisation; and

(iii) with other purposes which shall be consistent

with the main purposes of the organisation.

(3) Segregated cells may be established, except for those

established for purely administrative reasons

(a) in the case of a public benefit organisation, only to the

extent as they are established exclusively for public

benefit on a non-profit making basis, or other legitimate

purpose excluding private interest and may include

public interest beneficiaries; and

(b) in the case of a private interest foundation, for private

purposes including any commercial, administrative,

security or transactional purposes, including purposes

ancillary thereto, in particular those referred to in article

31B of this Schedule.

(4) When the segregated cell is established by the statute of the

organisation, the administrators shall be presumed to have the

power to supplement such statute with additional guidelines on the

purposes and activities of the cell in a manner which supports the

purposes and objects of the organisation.

(5) Segregated cells shall, after establishment, be regulated

either in the statute of the organisation and, or in a cell statute. A

cell statute shall be consistent with the statute of the organisation.

The statute of the organisation shall apply on any issue which is not

addressed in the cell statute and shall prevail over the cell statute in

case of inconsistency.

(6) A cell statute shall

(a) state the following matters

(i)

the name of the cell;

(ii) the purposes or objects of the cell;

(iii) the manner in which the administrators shall

manage its affairs, directly or through an

administrative committee, which shall in any

case not have legal representation of the cell;

(b) be in the form of a resolution or guideline of the

administrators;

names of the beneficiaries or the class of beneficiaries

or, in the absence of such indication, a declaration that

the cell is constituted for the benefit of beneficiaries.

In the latter case the beneficiaries shall be indicated in

a written instrument, which need not form part of the

cell statute, called a "cell beneficiary statement" and

which shall be signed by the administrators in the

presence of a notary public, and all provisions in the

Schedule relating to beneficiary statements shall apply

mutatis mutandis to cell beneficiary statements; and

(d) comply with the requirements of this article.

(7)A segregated cell shall have its own distinct name or designation

and it shall refer to the organisation of which it forms part in all its

dealings, but shall not be a legal person nor shall it be eligible for

registration as a legal person. A cell may not change its name or

designation under any circumstances.

(8)A segregated cell is established subsequently to the creation

of an organisation when the following conditions are observed

(a) the organisation is authorised by its statute to establish

segregated cells;

(b) the administrators of the organisation resolve in

writing to establish such cell; and

cell is delivered to the Registrar for registration.

(9When a segregated cell is established -

(a) the assets and liabilities of the cell shall constitute a

distinct patrimony which shall be distinct from all

other assets and liabilities of the organisation or other

cells which may be established;

(b) the assets of such cell shall be available for the

fulfilment of any obligations undertaken by the

organisation in relation to that cell but not for any

other liabilities entered into by the organisation for

itself or in respect of other cells;

available for the fulfilment of the obligations

undertaken in relation to the cell; and

(d) there shall be implied (except in so far as the same is

expressly excluded in writing) in every transaction

entered into by an organisation with segregated cells

the following terms that -

(i)

no party shall seek, whether in any proceedings

or by any other means whatsoever, to make or

attempt to use any assets attributable to any cell

to satisfy a liability not attributable to that cell;

and

(ii) if any party succeeds by any means whatsoever

in using any assets attributable to any cell to

satisfy a liability not attributable to that cell, that

party shall be liable to pay to the organisation a

sum equal to the value of the benefit thereby

obtained by him; and

(iii) any asset or sum recovered by the organisation

under the implied term set out in this paragraph

or by any other means whatsoever in the events

referred to herein shall, after the deduction or

payment of any costs of recovery, be applied by

the organisation so as to compensate the cell

affected.

(10)When a segregated cell is established the assets of the cell

must be segregated from all other assets of the organisation and are

held and administered separately and distinct accounts must be

maintained in accordance with applicable law in relation to each

cell. The existence or termination of each cell must be disclosed in

the reports and accounts of the organisation.

(11)The legal effects stated in sub-article (10) shall arise only if -

(a) all activities relating to a cell shall be undertaken in a

manner that it is expressly disclosed to third parties

that the activities are those in respect of the particular

cell

Provided that such requirement shall be satisfied if

third parties are otherwise aware or ought, from the

circumstances, to be aware of the fact that the

activities undertaken are those in respect of the

particular cell;

(b) no statement or representation is made by the

administrators of the organisation to the effect that the

organisation is liable for the obligations undertaken in

respect of the cell;

and all relative procedures and formalities are

observed at all times.

(12)When the conditions in sub-article (7) are satisfied, no court

shall order the issue of any warrant, precautionary or executive,

against the assets of a cell in respect of a claim for which the

organisation or another cell is liable. In the event of enforcement

on any assets attributable to a cell in respect of a liability not

attributable to that cell, and in so far as such assets or

compensation in respect thereof cannot otherwise be restored to the

cell affected, the organisation shall -

(a) cause or procure its auditor, acting as expert and not as

arbitrator, to certify the value of the assets lost by the

cell affected; and

(b) transfer or pay to the cell affected, from the assets to

which the liability was attributable to the extent

available, assets or sums sufficient to restore to the

cell affected the value of the assets lost.

(13) The rules, including without limitation the rules applicable

to dissolution and winding up, applicable to the legal form of an

organisation within which a cell is established shall apply mutatis

mutandis to the cell as though the cell were itself a registered

organisation of the same legal form with such modifications as are

necessary to accommodate the fact that the cell is not a legal

person.

(14)The winding up of a cell, whether voluntarily or due to its

inability to perform its obligations shall not affect the continuing

operation of the organisation which established it or other cells in

any manner whatsoever and the appointment of a liquidator for a

cell shall not affect the powers of the administrators in relation to

the organisation or any other cells. Where a cell is being wound up

and a liquidator is appointed, the powers of the administrators of

the organisation shall cease and shall vest in the liquidator, solely

in respect of that cell.

(15)Any winding up proceedings in relation to an organisation

within which cells are established shall respect the legal status of

each cell as a patrimony separate from the assets and liabilities of

the organisation and other cells of the organisation and from the

assets and liabilities of the organisation not attributable to any cell.

(16)A cell shall be administered by the administrators of the

organisation who may, if authorised by the statute, establish an

administrative committee with reference to one or more cells, and

the administrators may delegate any of their powers to such

administrative committee or committees as the case may be. Such

delegation shall

(a)

not in any way restrict the powers of the

administrators of the organisation in relation to the

cell; and

(b) not include the legal and judicial representation in

relation to the assets and liabilities of the cell.

(17)The provisions of fiscal law which apply to legal persons

shall mutatis mutandis apply to a cell as though the cell were itself

a registered organisation of the same legal form of the organisation

within which the cell is established.

(18)The Minister may make regulations to regulate segregated

cells, in general or for particular legal forms of organisations, and

to regulate any matters related,

including

CIVIL CODE

(a) any formalities which shall be necessary for a cell to

be created by the appropriation of assets already

belonging to the organisation to the cell;

(b) the dissolution of cells;

with or without segregated cells;

(d) the legal effects of such transfers; and

(e) all matters related and incidental thereto.

(19)The Minister may also make regulations to regulate the

establishment of segregated cells having legal personality.

20A. (1) It shall be lawful for the cell of one organisation,

hereinafter referred to as the "transferring organisation", to be

transferred to another organisation, hereinafter referred to as the

"recipient organisation" where

(a) the administrators of the transferring organisation so

resolve in writing pursuant to a power vested in them

by the statute;

(b) the creditors of the cell in the transferring organisation

do not object to this transfer following public notice of

at least thirty (30) days of the intent to transfer;

is of the same purpose or category as that of the

transferring organisation;

(d) the administrators of the recipient organisation resolve

in writing to accept such cell pursuant to a power

vested in them by the statute;

(e) a notice relating to the transfer of the cell is delivered

to the Registrar by the administrators of the recipient

organisation and the Registrar shall

(i)

record the notice of transfer of the cell in the

records of the transferring organisation; and

(ii)

issue a new certificate relating to the transfer of

such cell and record such transfer in the records

of the recipient organisation; and

(f)

it is required, under a special law, to obtain the

approval or consent of any regulatory or governmental

authority for such action, that such consent or approval

is obtained.

(2)The assets and liabilities of a cell shall constitute a distinct

patrimony which shall be distinct from all other assets and

liabilities of the recipient organisation or other cells of such

organisation, if any.

(3)The transfer of a cell shall not entitle the creditors of the

recipient organisation to have recourse to the assets of the

transferred cell or of the transferring organisation.

(4)All rights and obligations of the organisation and any third

parties shall cease to be those of the transferring organisation with

respect to the cell and shall continue unaffected as rights and

obligations of the recipient organisation with respect to the cell by

operation of law with effect from the date of notification to the

Registrar in terms of sub-article (1)(e), notwithstanding the absence

of any agreements or consents that would otherwise be necessary

for the transfer to be effective in law for those purposes.

(5)Upon the completion of the transfer, the administrators of the

recipient organisation shall notify in writing all interested parties of

which they are aware regarding the transfer of such cell from the

transferring organisation to the recipient organisation providing

details of its name and purpose and other material information.

(6)When a cell is transferred it shall retain its name or

designation notwithstanding the transfer of the cell in accordance

with this article but the administrators of the recipient organisation

may enter into a unilateral declaration by public deed and register

this event in the applicable public register.

(7)The transfer of a cell as contemplated in this article shall

constitute a change in fiduciary and shall be governed by the

p r o v i s i o n s o f a r t i c l e 11 2 4 C ( 4 ) o f t h e C o d e r e g u l a t i n g t h e

succession of fiduciary obligations.

20B. (1) It shall be lawful for a cell of an organisation to be

constituted as a new organisation, with all the assets and liabilities

of the cell becoming the patrimony of the new organisation or a

part thereof.

(2)The name of the new organisation shall reflect the name or

designation of the cell as closely as possible to comply with the

applicable law in this regard.

(3)Such action may be taken under such conditions as may be

applicable by the administrators of the existing organisation by

means of a resolution of the board of administrators only if the

statute of the organisation provides for such power.

(4)The cell shall be constituted as a new organisation upon the

observance by the administrators of the requirements applicable to

the creation of a new organisation of the same legal form as the

organisation in which the cell is currently established, including its

registration with the Registrar, and if the cell is created with

reference to members, the members shall sign the statute of the new

organisation, and

(a) the administrators in office shall be the administrators

of the new organisation unless new administrators are

appointed in the constitutive documents when a cell is

being constituted as a new organisation;

(b) the purposes and beneficiaries, if any, of the new

organisation shall be those of the cell;

third parties shall cease to be those of the organisation

with respect to the cell and shall continue unaffected

as rights and obligations of the new organisation by

operation of law with effect from the date of

notification to the Registrar under sub-article (6) and

the registration of the organisation in terms of sub-

article (7) notwithstanding the absence of any

agreements or consents that would otherwise be

necessary for the transfer to be effective in law for

those purposes; and

(d) the constitution of a cell as a new organisation as

contemplated in this article shall constitute a change in

fiduciary and shall be governed by the provisions of

article 1124D of the Code regulating the succession of

fiduciary obligations.

(5)The creditors of the cell being constituted as a new

organisation shall be given the opportunity to object to such

constitution following public notice of at least thirty (30) days of

the intent to such constitution and this only if the new legal form

which the cell is to take creates limitations on the liabilities of the

organisation or its administrators or members which reduce the

rights of the creditors when compared to those prevailing with

reference to the cell.

(6)The administrators shall be bound to notify the Registrar by

means of the prescribed form when a cell no longer forms part of an

organisation under this article and shall surrender any certificate

issued by the Registrar relating to the cell.

(7)The Registrar shall register in the Register the notification of

the removal of a cell from an organisation by the administrators and

shall then, subject to sub-article (8), immediately proceed to

when the cell is being registered in another register pursuant to a

special law.

(8)When the new organisation takes a legal form which is

governed by a special law which provides for registration which

differs from this article, the Registrar shall furthermore issue his

confirmation that he has been notified of the constitution of the cell

as a new organisation and only upon such confirmation shall the

new organisation be registered in the relevant register.

(9)Upon registration, the administrators of the new organisation

shall notify in writing all interested parties of which they are aware

regarding the constitution of the cell as a new organisation.

20C. In accordance with the previous articles, any creditor of a

cell may within fifteen (15) working days of receipt or publication

o f an y n ot i c e i s s u e d u n d e r t h e p r e v i o us ar t i c l e s , b y s w o r n

application in the Court, object to -

(a) the transfer of a cell from the transferring organisation

to the recipient organisation; or

(b) the constitution of a cell into a new organisation,

and, upon good cause being shown that such transfer should not take

effect, the Court shall either accede to the creditor’s demand,

authorise the aforementioned transfer or constitution on sufficient

security being given or give such other orders as it deems

appropriate.

20D. The Minister may make regulations to regulate the transfer

of cells from one organisation to another or the constitution of a

cell as a new organisation, to establish forms and notifications, to

establish rules for the protection of third parties and generally for

the better implementation of the preceding provisions.

20E. For the purposes of the notifications contemplated by

article 20A and 20B it shall be sufficient if the administrators

publish the relative notices as follows

(a) if the organisation has creditors in Malta, in two daily

newspapers published in Malta, one in Maltese and

one in English; or

(b) in the case of an organisation which does not have its

principal creditors in Malta, in two general distribution

newspapers, one published in Malta in the English

language and one published in the country where the

principal creditors of the organisation carry out

business in the language of the place of business.

21. (1) It shall be lawful to convert a legal person in one form

to a l e g a l p e rs o n h a v i n g a d i ff e r e n t f o r m b y f o l lo w i n g t h e

procedures which may be laid down in any regulations made by the

Minister in terms of this article.

(2)When a legal person in one form is converted into another

form it shall not be necessary to dissolve and wind up the legal

person and such legal person shall continue to exist as the same

legal person with all rights and subject to all obligations existing

prior to the conversion.

(3)It shall also be lawful to convert a registered organisation into

a trust for the benefit of the persons beneficially interested in the

organisation by following the procedures which may be laid down

in any regulations made by the Minister in terms of this article.

(4)When a legal person is converted into a trust, the trustee shall

succeed to all rights and obligations of the legal person and it shall

not be required to dissolve and wind up the legal person as required

by the applicable law. The legal person shall be struck off from the

laid down by regulations.

(5)The conversion of a legal person into another form or into a

trust shall not operate to prejudice any creditor or third party in any

manner whatsoever.

(6)It shall also be lawful to convert a legal organisation

registered in the Register of Legal Persons into a cell of another

multi-cell organisation and this following the procedures which

may be laid down in regulations made by the Minister in terms of

this article.

22. (1) It shall be lawful to amalgamate two or more

organisations into one and to divide an organisation into two or

more organisations. For this purpose, unless otherwise provided by

regulations by the Minister in relation to a particular legal form, the

provisions of Title II of Part VIII of the Companies Act shall mutatis

mutandis apply and the functions of the general meeting, in case of

foundations, shall be carried out by the administrators and any

persons whose consent is required for material decisions to be

taken by the administrators.

(2)For the purposes of the application, mutatis mutandis, of the

provisions of article 345 of the Companies Act to the amalgamation

of two or more associations at least one of which is registered, any

extraordinary resolution that may be required in terms of the

Companies Act, shall be an extraordinary resolution taken and

passed by the general meeting of an association in accordance with

provisions regulating the taking and passing of extraordinary

resolutions as found in the statute or constitutive instrument of the

said association, and the provisions of article 135(1) and (3) of the

Companies Act shall not apply

Provided that if the statute or constitutive instrument of the

association does not contain any provisions regulating the manner

in which extraordinary resolutions are to be taken and passed, the

provisions of article 135(3) of the Companies Act shall regulate the

taking and, or passing of such an extraordinary resolution, mutatis

mutandis.

(3) Article 348 of the Companies Act shall not apply to the

amalgamation of two or more associations.

(4)In the absence of specific rules or regulations by the Minister

on a particular legal form, the provisions of fiscal law which apply

to amalgamations and divisions of companies shall mutatis

mutandis apply to amalgamations and divisions of any other legal

form of a registered organisation.

(5)Articles 339 and 370 of the Companies Act regarding the issue

and cancellation of certificates in the context of amalgamations and

divisions shall apply mutatis mutandis.

22A. (1) An organisation formed and incorporated or registered

under the laws of a state within the European Union or the

European Economic Area other than Malta which is similar in

nature to an organisation -

(a) governed by this Schedule; or

(b) governed by any special law which does not, itself or

by virtue of regulations, provide for continuation,

may, if it is authorised to do so by its constitutive instrument or

statute, or by the applicable law in its state of registration, request the

Registrar to be registered as being continued in Malta.

This article shall also apply in the case of such an organisation

incorporated or registered under the law of any other country or

jurisdiction which is approved by notice as may be issued and

reviewed, from time to time, by the Minister.

(2)When registered in Malta, the foreign organisation shall be

registered in the same legal form which it has under the law of the

foreign country or jurisdiction. In the event that a similar form does

not exist under the laws of Malta, the applicant shall select a form

as similar as possible to the one being continued in Malta and shall

designate the form selected.

(3)Where the continuation in Malta of foreign organisations

taking a particular form is regulated by a special law, the provisions

of this article shall not apply.

(4)The continuation in Malta of a foreign organisation shall

require

(a) the adoption of Maltese law to govern the statute from

the time of registration under this Schedule; and

(b) the compliance with

(i)

all matters required for the relevant legal form of

organisation to be established and registered

under this Schedule;

(ii) all matters required under any other applicable

law relating to its activities or its administrators;

(iii) any other procedures or formalities which may

be stated in the statute of the organisation

Provided that if the statute does not address the

subject or vest powers relating to continuation in

any person or body, it shall be presumed that

compliance shall be with a resolution of the

board of administrators or equivalent or if the

organisation is an association of persons, a

resolution of the members having the support

required under the statute or, if silent, with

applicable law for decisions on matters

considered to be extraordinary or special; and

(iv) any requirements which may be prescribed from

time to time.

(5)The Registrar may request such undertakings, activities,

documentation and other information from the applicant to satisfy

himself of compliance with the provisions of this article and the

la w s o f th e r e l e v a nt f o r e i g n c o u n t r y a n d m a y i m p o s e s u c h

conditions as appears appropriate to him for the publicity of such

procedure in Malta and any other relevant state, for the avoidance

of fraud or abuse and for the protection of beneficiaries, members

or creditors of the organisation.

(6)An organisation registered under this Schedule may continue

in any state within the European Union or the European Economic

Area when it is authorised to do so by its constitutive instrument or

statute. In such case, and after the relevant procedur es are

followed, the Registrar shall proceed to terminate the registration

of such organisation under this Schedule on such basis.

(7)The registration fees set out in the Civil Code (Second

Schedule) (Fees) Regulations relating to the registration of an

organisation shall apply mutatis mutandis to foreign organisations

requesting to be registered as being continued in Malta.

23.(1) Except where an organisation is established as a

foundation or an association, public organisations may not be

registered under the provisions of this Schedule. The Minister may,

by regulation, permit or require such registration. The registration

of public organisations or classes of public organisations shall

thereafter be made in terms of this Schedule and in accordance with

such conditions as the Minister may prescribe.

(2) The Minister may by regulation expressly prescribe which

provisions of this Schedule shall apply to public organisations,

generally or where they take a particular legal form, specifically to

such form, and to their administrators, and may also determine or

modify the mode of application of any of the said provisions in such

regulation.

24. (1) In addition to other powers to make regulations as

already provided herein, the Minister shall have the power to make

regulations to -

(a) establish the contents of statutes of organisations;

(b) lay down rules to further regulate organisations which

are not registered;

organisation, the certificates of registration and to

establish the powers of the Registrar in relation to

registration and all related matters;

(d) establish forms and content of annual accounts and

reports and methods of review;

(e) regulate foreign or international organisations carrying

out activities in Malta and the forms and content for

registration and the terms and conditions of registration

including the principles applicable to the determination

of the proper law applicable to the constitutive

instrument and, or the statute of such organisation and the

implementation of provisions of any private international

law treaty or any European Union law on such matters;

(f)

lay down any rules in connection with foundations

when used in commercial transactions including as

collective investment vehicles, as securitisation

vehicles and as shipping organisations and for the

regulation of all matters ancillary thereto including

legal rules applicable to units, umbrella structures and

related matters;

(g) regulate administrators of organisations generally;

(h) regulate the winding up of organisations;

(i)

regulate the redomiciliation

continuation

organisations;

(j)

lay down any penalties for any breaches of the

provisions of this Schedule;

(k) implement any international convention or any EU

Regulation or Directive, to the extent necessary, to

which Malta has adhered to in the context of

organisations;

(l)

establish the forms and procedures to be used for

appeals;

(m) regulate the conversion of an organisation having one

legal form into that having another legal form;

(n) lay down rules on the powers of the Court in relation to

the interpretation or variation of a statute and the

administration of an organisation;

(o) lay down rules for the better carrying out of any of the

provisions of this Schedule;

(p) regulate the procedure for registration of public

organisations, including the forms and content for

registration, the terms and conditions for registration,

and to establish the powers of the Registrar in relation

to the registration of such organisations and all related

matters;

(q) establish any requirements for notifications to be made

to the Registrar by any legal organisation for the

purposes of this Schedule;

(r) further regulate the segregated cells of organisations,

whether such cells are incorporated as legal persons or

otherwise;

(s) regulate the accessibility or otherwise of the register of

members of associations;

(t)

regulate the procedure for the continuation of

organisations, whether under the laws of Malta or the

laws of another country, including the forms needed

for such continuation, the terms and conditions for

continuation, and to establish the powers of the

Registrar in relation to the continuation of

organisations;

(u) provide for any matter incidental to or connected with

any of the above; and

(v) lay down rules for the better carrying out of any of the

provisions of this Schedule.

(2)The Minister may, with the concurrence of the relevant

minister empowered to make regulations under any other special

law, make regulations in accordance with the provisions of this

Schedule to regulate

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(a) the applicability to forms of legal organisations or

particular types thereof, or in relation to particular

sectors of activity carried out by such legal

organisations, established under such special law;

(b) the mode of their applicability to such forms of legal

organisations; and

of the relevant registrar, any requirements for

notification to such registrar or for registration in the

relevant registry, applicable fees, forms, or otherwise.

(3)The Minister may, by means of regulations, amend any

annexes to this Second Schedule to the Civil Code.

25. Unless the context otherwise requires -

(a) the provisions of this Schedule and any regulations made

thereunder shall only apply in the absence of rules on

the same subject as may be contained in any special

laws applicable to particular forms of legal persons

and in case of conflict between these provisions and

the provisions of any special law, the provisions of the

special law shall prevail;

(b) nothing in this Schedule shall imply the right to

organisation is already registered in another public

personality to such organisation, nor the option to

in a register other than that stated in the special law

applicable to that form; and

legal persons which are the subject of special laws

applicable to their particular legal form unless

expressly granted such jurisdiction in such special law

or regulations made hereunder. The rights and

remedies applicable to such legal persons shall be

regulated exclusively by the provisions of such special

law and nothing in this Title shall grant additional

remedies in such cases.

Title III

OF FOUNDATIONS AND ASSOCIATIONS

Sub-Title I

Preliminary and Definitions

26.(1) A foundation is an organisation consisting of a

universality of things constituted in writing, including by means of

a will, by a founder or founders whereby assets are destined either -

(a) for the fulfilment of a specified purpose; and, or

(b) for the benefit of a named person or class of persons,

and which are entrusted to the administration of a

designated person or persons.

The patrimony, namely assets and liabilities, of the foundation is

d i s t i n c t f r o m t h a t o f i t s f o u n d e r, a d m i n i s t r a t o r s o r a n y

beneficiaries. The fiduciary obligations in 1124A of this Code shall

be binding upon the foundation and all persons administering it

towards any beneficiaries for the fulfilment of the stated purposes

of the foundation

Provided that the fiduciary obligations shall be subject to such

restrictions or modifications as may be stated in the statute or the terms

of engagement of the administrators, as the case may be.

(2)For the purposes of this Title, the term "foundation" shall

include all organisations, institutes or similarly titled patrimonies

which are set up through the bequest, endowment or appropriation

of assets, by public deed or otherwise and howsoever named, for a

stated purpose or for the benefit of a named person or class of

persons, to be achieved through a designated administrator or

administrators, but shall not include trusts as defined in the Trusts

and Trustees Act.

(3)The assets of a foundation may originate from any lawful

business or activity and may consist of present or future assets of

any nature.

(4)When a testamentary bequest is made having the elements

contemplated in sub-article (1), a testamentary executor or the heirs

of a deceased person shall be deemed to enjoy the power to convert

such bequest into a foundation having the same aims and purposes

as stated in the will, and register the same. The testamentary

executor or heirs shall have the power, which shall be exercised

with the utmost good faith, to draft the terms and conditions of the

statute of the foundation, designate the administrators and regulate

all matters which may appear to them to be relevant to comply with

the requirements of registration and the wishes of the testator.

(5)Foundations in the form of marriage legacies shall continue to

be regulated by the laws in force on the 31st December, 2006

unless they opt to register as foundations in terms of this Schedule

in which case they shall be regulated by the provisions of this

Schedule from such date.

(6)Foundations may be established in one or two legal forms being

ei t h e r f o r t h e b e n e f i t o f b e n e fi c i a r i e s ( c a l l e d " b e n e f i ci ar y

foundations") or for the fulfilment of a specified purpose without

beneficiaries (called "purpose foundations"). Whatever legal form they

take, foundations may have any of the purposes stated in article 1.

(7)In this Schedule

(a) any reference to "pious foundation" includes

(i)

an autonomous pious foundation, that is, an

aggregate of things destined for pious or

religious purposes and established as juridical

persons by the competent ecclesiastical or other

religious authorities;

(ii)

non-autonomous pious foundations, that is,

temporal goods given in any way to a public

juridical person established by the competent

ecclesiastical or other religious authorities and

carrying with them a long-term obligation, such

period to be determined by applicable religious

or national law, and where a long-term

obligation consists of binding the juridical

person, from the annual income, to celebrate

Masses or other religious ceremonies, to perform

other determined ecclesiastical functions, or in

some other way to fulfil the pious or religious

purposes as defined by the applicable religious

laws or rules; and

(iii) "pious or religious purposes" are understood to

be those which concern acts of piety, of the

apostolate, or of charity, whether spiritual or

temporal and include similar organisations of

any religious denomination;

(b) any reference to "ecclesiastical entity" shall be a

reference to an association of persons or a universality

of things which are established by the competent

ecclesiastical or other religious authority so that they

might, in the name of such authority and in accordance

with the provisions of the relevant law, fulfil the

specific task entrusted to them in view of the public

good, including the imparting of religious teaching,

the promoting of public worship and the undertaking

of projects which are appropriate to their character and

governed by their statutes, under the higher direction

of the said authority. Such entities include dioceses,

parishes and all institutes of consecrated life and

societies of apostolic life, and include similar

organisations of any religious denomination.

(8)With effect from the relevant date, it shall not be lawful to

establish a foundation other than by public deed or by will for

marriage legacies or ecclesiastical entities.

(9)The appropriation of assets to a purpose or for the benefit of

beneficiaries written in the form indicating an intent to establish a

foundation but which is not made by a public deed of foundation or

by will, shall be regulated by the provisions relating to unregistered

organisations. In such cases, the persons who may be acting as

administrators or fiduciaries shall be deemed to have the power to

constitute such appropriation of assets into a foundation in

accordance with this Schedule and to register the same.

(10)Until such time as it is registered, it shall not be lawful for

such an organisation to use the word "foundation" in its name and

the Registrar may, upon being notified thereof or upon becoming

otherwise aware of such circumstances, by notice in writing

demand the removal of such word from the name.

(11)It shall be presumed that a mandate regulated by Title XVIII

of this Code or a deposit regulated by Title XIX of this Code, has

been established, where a written instrument is executed vesting a

person with the ownership or possession of property for the

fulfilment of a specified purpose or for the benefit of beneficiaries,

unless there is clear evidence of an intent to create a foundation as

s t a t e d i n s ub - a r t i c l e ( 9 ) an d t o a p p o in t t h e r e c i p i e n t as a n

administrator, or a trust and to make the recipient a trustee.

27. (1) An association is an agreement between three or more

persons to establish an organisation with defined aims or purposes

to be achieved through the dedication of efforts and resources by

such persons and others who may join voluntarily, the patrimony,

namely assets and liabilities, if any, of the association being

disti nct f rom that of the memb ers, its adm inist ratorsor any

beneficiaries

Provided that an association which is not established as a

public benefit organisation may be established between two persons.

(2)Associations are not bound to register as legal persons but are

entitled to do so.

28. Religious organisations constituted as foundations or

associations and established for purposes as defined in applicable

religious laws shall not be subject to or in any manner regulated by this

Schedule and shall be regulated by the relative religious laws. In the

event that they are registered as foundations or associations under this

Schedule they shall also be regulated by the provisions of this

Schedule from such date and in case of inconsistency the provisions of

this Schedule shall prevail.

Sub-Title II

Of Foundations

29. (1) A foundation may only be constituted by virtue of a

public deed inter vivos or by a will.

(2)The deed of foundation shall contain, on pain of nullity, an

endowment of money or property worth at least one thousand and one

hundred and sixty-four euro and sixty-nine cents (€1,164.69) except in

the case of a public benefit foundation in which case the endowment

shall be of at least two hundred and thirty-two euro and ninety four

cents (€232.94).

(3)When the property endowed is not cash or any other asset, the

value of which appears on the face of it, the administrators shall

declare, in a statement which shall be attached to the application

form for registration, that in their considered opinion the property

endowed upon or vested in the foundation has a value of at least the

amount required by this article

Provided that a foundation which has been duly registered shall

not lose its eligibility to remain registered if, subsequent to

registration, the value of its assets is reduced to less than the

amount required by this article.

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(4)The deed of foundation shall state the following

(a) the name of the foundation, which shall include the

word "foundation";

(b) the registered address, in Malta;

foundation falls within the following specific categories

(i)

the foundation is a public benefit foundation as

defined in article 1(4); or

(ii)

the foundation is a private interest foundation as

defined in article 31B,

an indication of the category of the foundation in the

statute;

(d) the constitutive assets with which it is formed;

(e) (i) the composition of the board of administration and

the name, surname, identification, passport or

registration number, as applicable, nationality and

residential address of the administrators, if any, or

when there are no administrators at the time of

establishment or registration, the person who has the

power to appoint the administrators;

(ii)

the manner in which administrators are

appointed and removed from office and the

duration of their appointment, if any

Provided that if the duration of the appointment of the

administrators is not stated in the deed of foundation,

administrators shall be deemed to have been appointed

indefinitely until they retire or are removed.

(f)

the term for which it is established, if any and if not

stated it shall be presumed to be established for an

indefinite term except in a beneficiary foundation in

which case the provisions of articles 29(7) and 33 shall

apply;

(g) in the case of a foundation, the administrators of which

are non-residents of Malta, the name and address of a

person ordinarily resident in Malta who has been

appointed to act as the local representative of the

foundation in Malta; and

in the case of a beneficiary foundation, either the names

of beneficiaries, or, in the absence of such indication, a

declaration that the foundation is constituted for the

benefit of beneficiaries. Such beneficiaries may be

indicated in a written instrument, which need not form

part of the public deed, called the "beneficiary

statement", signed by the founder and addressed to the

administrators, and the same shall be signed in the

presence of a Notary Public. The use of a beneficiary

statement shall not be permitted in the case of a

beneficiary foundation, or a cell of such a foundation,

when it is established exclusively for the benefit of public

interest beneficiaries.

(i)

where there exist more than one board or committee in

virtue of the deed of foundation, the deed of

foundation shall specify which board or committee

shall be the board of administration;

(j)

when the category of any foundation is for the public

benefit, this shall be stated expressly through the use

of the words "public benefit", "social purpose" or

"public purpose" in the constitutive instrument and in

the statute of the foundation.

(5) The statute shall be signed by the founders and any

person subscribing to the statute after a foundation is

established by means of a public deed or in such other

manner provided for in the statute shall be deemed to

have consented to all the provisions of the statute and

all rules which may have been validly promulgated by

the foundation until such date.

Where a foundation is being established as a public benefit

foundation involving more than three persons as

promoters, the signature of three persons shall be

sufficient to indicate the consent of all founders at the

time of establishment. A document containing a list of

all founders shall be sufficient evidence of their

consent. The Notary Public shall not be bound to

ascertain that the three persons have been authorised

by the founders to appear on the deed but shall rely on

the document submitted to him by the three persons

containing a list of all founders as evidence of their

consent. Notwithstanding the provisions of any other

law, in respect of the persons listed in the document

containing the list of all founders, their name, surname

and identity card, passport number or registration

number, as applicable, shall suffice

Provided that the Notary Public who receives any deed

to which this sub-article refers shall record in the deed

a declaration by the three persons that they are

authorised by the founders to state their names,

surnames and identity card, passport number or

registration number, as applicable, in the document

above referred to and the said Notary Public shall warn

the said three persons of the importance of the

truthfulness of such declaration. The document shall

be attached to the public deed establishing the

foundation

Provided further that any person named as a founder in a

document as referred to above who claims that he did not authorise

the three persons to include his name and surname and identity

card, passport number or registration number, as applicable, in the

document shall, within sixty (60) days of his becoming aware of his

inclusion in the document, be entitled to register a declaration to

that effect in the Register of the foundation and in the absence of

any written evidence to the contrary which may be produced in case

of dispute on such matter, he shall not be considered ever to have

been a founder.

(6)When administrators are designated in the statute, unless they

consent on the said statute itself, the written consent of the

administrators must be delivered to the Registrar prior to registration

of any foundation. When the administrators are not designated in the

statute, their written consent must be submitted to the Registrar on the

notification of their appointment.

(7)(a) It shall not be lawful to state a term for a foundation in

excess of one hundred and twenty-five (125) years except in the

following cases in which a foundation may have an unlimited

duration

(i)

public benefit foundations; or

(ii)

foundations governed by article 31B(4), (5) and

(6).

(b) When no term is specified in the deed of a foundation,

a foundation shall be considered to be valid for one

hundred and twenty five (125) years from its

establishment except in the cases referred to in

paragraph (a).

longer term is stated in a deed of a beneficiary

foundation, it shall terminate on the hundred and

twenty fifth anniversary from when it came into

existence. The limitation on duration also applies in

the case where a foundation results from the

conversion of another registered organisation or of a

trust in accordance with this Schedule and any

regulations or from the transfer of a patrimony by a

foundation to another foundation or trust. In such a

case periods of existence shall be considered

cumulative.

(8)Article 1753(1) of this Code shall not apply to endowments in

favour of registered foundations.

(9)Foundations established in accordance with this Schedule are

not prohibited by articles 331, 757 to 761 and 1776 of this Code.

(10)Article 586 of this Code shall not affect any term of a

foundation because it relates to the inheritance of the founder or

because the provisions relating to property belonging to the

foundation are to take effect after the death of the founder.

(11) (a) The provisions of this Schedule shall apply to

dispositions in wills in favour of foundations, whether

such foundations are created inter vivos or by

testamentary disposition, and this notwithstanding the

provisions of articles 688, 693 and 695 and other

similar provisions of the Civil Code.

(b)

The administrators of a foundation may not renounce to a

benefit to the foundation under a will pursuant to a

disposition in its favour except with the prior consent

of the beneficiaries or in the case of a purpose

foundation, the Court

Provided that nothing in this sub-article shall oblige any

administrator to accept a benefit under a will or an

endowment if such administrator has reason to suspect

that the same consists of assets derived from any

criminal offence or involves money laundering or the

funding of terrorism

Provided further that if the administrator is not willing to

accept to act as an administrator or to continue in such

office, the provisions of article 35 shall apply.

(12)The provisions of this Title shall apply to all foundations

existing on the coming into force of this provision but existing

foundations will not be obliged to comply with the requirements in

sub-article (2) and shall comply with the requirements of sub-

article (3) only upon registration. Nothing in this Schedule shall

render invalid anything done prior to the coming into force of this

law which was valid when done.

(13)The Registrar shall register an existing foundation without

its name being changed even if this is not in conformity with the

requirements of sub-article (4)(a) or any other article imposing

rules on the names of organisations.

(14)The Minister may make regulations permitting foundations

to use alternative words instead of the word "foundation" in their

name.

(15)The provisions of this article shall apply mutatis mutandis in

the case of foundations governed by any directive or regulation of

the European Parliament and the Council regulating the

establishment and operation of foundations as may be in force at

any time.

29A. (1) Subject to the provisions of sub-article (2), in the case

of a foundation governed by Maltese law, where the laws of Malta

contain provisions with regard to the following matters -

(a) the protection of minors or incapable parties;

(b) the personal and proprietary effects of marriage;

especially the indefeasible shares of spouses,

ascendants and descendants,

hereinafter referred to as "rules of mandatory application" or

"mandatory rules" which cannot be derogated from by a voluntary

act, such laws shall prevail over the terms of the foundation and

related endowments unless otherwise expressly provided in this

Schedule or in applicable law.

(2)To the extent that there exist rules of mandatory application,

t h e c o u r t s sh al l a p p l y s u c h m a n d a t o r y r u l e s su b j e c t t o t h e

provisions of article 29B.

(3)When a foundation is governed by Maltese law and has no

connection to Malta by reason of the domicile of the founder at the

time of the endowment of the property to the foundation or the situs

o f t h e p r o p e r t y, w h e n i m m o v a b l e , a n y r u l e s o f m a n d a t o r y

application shall not apply in any manner. In such cases no regard

shall be had to

(a) the domicile, habitual residence, registration,

authorisation or place of business in Malta of any

protector or any person rendering administration,

accounting or other services to the foundation; or

(b) the fact that the proper law of the foundation is

Maltese law and the place of registration is Malta; or

(d) the fact that the place of execution of the deed of

foundation, any documents relating to the foundation

or relating to the foundation property or other

transaction documents is Malta.

(4)In the case of a foreign foundation, the rules of mandatory

application shall only apply to any relevant endowment to the

foundation when the founder is domiciled in Malta at the time of

creation of the foundation or the making of the endowment, subject

always to the rules stated in article 29B.

(5)In the case of a foreign foundation, when the founder of such

a foundation is not domiciled in Malta at the time of the creation of

the foundation or the making of the endowment, the provisions of

this Schedule shall apply only in so far as they regulate the

continuation or otherwise in Malta of the foundation or the

endowment.

(6)To the extent that there exist rules of mandatory application in

the law applicable in the circumstances in terms of Maltese private

international law, the courts of Malta may apply such mandatory

rules subject to the provisions of article 29B.

(7)When a court is requested to recognise a foreign judgement

which enforces any rules of mandatory application as referred to in

sub-article (6), the court may accede to such request subject to the

provisions of article 29B.

29B. In order to ensure that the provisions of applicable law

which cannot be derogated from by voluntary act are applied in a

manner which preserves the endowment to the foundation and its

terms as far as possible, the following rules shall apply

(a) the application of the mandatory rules shall not

produce the failure or invalidity of the endowment or

the foundation, and where possible, the endowment

and the foundation shall continue under the same terms

in relation to property which is unaffected by such

mandatory laws. Subject to any order of the court, the

affected property shall be held by the foundation for

the founder absolutely, or if he is dead, for his heirs;

(b) the administrators shall be empowered to

(i)

vary the terms of the foundation in so far as

relates to the nature or the extent of benefit or

the endowment; or

(ii)

do such acts as are necessary and legally

permissible

Provided that the beneficiaries or the purpose of

the foundation derive the benefits in accordance

with the intentions expressed by the founder in

the deed of foundation in a manner compatible

with the mandatory rules and any property which

becomes free from the terms of the foundation

for any reason shall be held by the foundation

for the founder absolutely, or if he is dead, for

his heirs;

endowment and the foundation and any mandatory

rules and to enable the continuance of the foundation

as specified in paragraphs (a) and (b), the terms of the

foundation or the endowment, where silent, shall be

deemed to include

(i)

the power, without any obligation to do so, of

the administrator to reduce the foundation assets

and return all or part of them to the founder or

the estate of the founder so as to achieve

compliance with such provisions of law;

(ii) the power of the administrator to enter into

arbitration and mediation agreements and to

reach a compromise to disputes and claims by

third parties; and

(iii) the power to seek directions from the Court on

such matters

Provided further that such powers shall be

exercisable notwithstanding any contrary

provisions of the deed of foundation or the

endowment and, provided the administrator acts

honestly, in good faith and reasonably, such acts

shall not constitute a breach of any fiduciary

duties and any applicable law;

(d) the property of the founder which is not endowed to

the foundation shall first be utilised, to the extent

possible, to meet the claims of any person seeking to

invalidate or reduce an endowment;

(e) notwithstanding

any

other

applicable

law,

the

foundation may meet a valid claim being made against

the foundation property, whether voluntarily or as a

result of a court direction, order or judgement, by a

payment of value in money and shall not be obliged to

return property endowed to the foundation in kind;

(f)

any person who succeeds in reducing the property of

the foundation or obtains a court order to invalidate an

endowment in whole or in part or who enjoys the

benefits of an arrangement with the foundation as

provided in paragraph (c)(i), shall forfeit the benefits

under the foundation, unless the terms of the

foundation expressly state otherwise or the

administrators consider it unreasonable in the

circumstances and obtain the consent of the Court to

maintain in force rights in favour of such person

subject to such conditions as the Court may consider

appropriate;

(g) in any event and notwithstanding any provision of law,

a foundation shall not be subject to an obligation to

pay or return more than the foundation property held

by it, after deducting any fees and costs, and shall not

be subject to any obligation for any distributions made

by it, in good faith prior to having written notice of

any claim.

29C. Article 958R of this Code shall apply to foundations and

endowments thereto mutatis mutandis.

30. (1) It shall be the obligation of the administrators of any

foundation established after the relevant date, other than pious

foundations, marriage legacies and ecclesiastical entities

constituted as foundations, to register such foundation in terms of

this Schedule within the periods stated in this Title

Provided that when no administrators are designated, the

foundation shall be registered by any of the persons mentioned in

article 31(2), (3) and (4) or by the person designated in the statute

as having the power to appoint the administrators.

(2)After a foundation has been established by public deed in

accordance with this Sub-Title of this Schedule or at any time after

the opening of succession in case of a foundation established by

will, the provisions of article 14 shall apply to any acts carried out

by the administrators on behalf of a foundation prior to its

registration and in such cases the administrators shall not be

personally liable in accordance with article 17(2) if

(a) the actions carried out implement what is expressly

required of them in the public deed or will; and

(b) the foundation is registered within the period stated in

article 31.

31.(1) For the purpose of registration of a foundation the

prescribed application form shall be submitted to the Registrar

together with

(a) in the case of a private interest foundation as defined in

article 31B

(i)

an authentic copy of the constitutive instrument

and the statute without the beneficiary

statement, if any;

(ii) save as otherwise provided in this Schedule, the

prescribed Note of Initial Registration; and

(iii) the written consent of the administrators, if any;

and

(b) in all other cases, an authentic copy of the constitutive

instrument and the statute and the written consent of

the administrators, if any;

(2)Where the foundation is created by a public deed an authentic

copy thereof is to be delivered by -

(i) the founder; or

(ii) after having accepted to act as such, the

administrators; or

(iii) the Notary publishing the deed.

(3)Where the foundation is created by a will, an extract of the

relevant part, duly authenticated, is to be delivered by a

testamentary executor or by the heirs

Provided that a testamentary executor may deliver the same even

before being confirmed by the Court to act as such.

(4)Where the foundation is created by a secret will the said

extract is to be delivered by the Notary publishing the secret will or

by the heirs.

(5)The heirs mentioned in sub-articles (3) and (4) who do not

intend to declare or who have not yet declared their intention to

accept the inheritance or who have accepted the inheritance with

the benefit of inventory shall nonetheless be liable for the delivery

of the said extracts but such delivery shall not of itself be evidence

of the acceptance or the unconditional acceptance of the

inheritance.

(6)The said delivery is to be effected within three months which

period is to run -

(a) if the foundation is created by a public deed, from the

date of such deed;

(b) if it is created by a public will, from the date of death

of the founder; and

publication of the will.

(7) The said delivery may be made by any one of the persons

men tion ed i n sub -articl es (2 ), ( 3) and (4), or by the person

designated in the statute as having the power to appoint the

administrators either personally or by an authorized agent.

(8) On receipt of the documents mentioned in sub-article (1), the

Registrar shall -

(a) register the foundation, on being satisfied that all the

provisions of this Sub-Title have been complied with;

(b) refuse to register the foundation, informing the

applicant in writing of the reasons for such refusal

Provided that, the fact that the Registrar registers a

foundation in the absence of compliance with any

requirement under any special law, shall not exempt

such foundation or its administrators from their

obligation to comply with such law or to be subject to

any penalties or proceedings which may arise from the

breach of such special law.

(9) The Registrar shall have the right to require any information

from any person, if such information is deemed by him to be

necessary for registration of a foundation but, in the case of a

private interest foundation as defined in article 31B, shall not be

entitled to request a copy of the beneficiary statement from the

administrators or the Notary Public

Provided that nothing in this sub-article shall limit any powers

of the Malta Financial Services Authority under applicable law.

(10) If the delivery prescribed in sub-article (1) is not made

within the period established in sub-article (6), the persons

mentioned in sub-articles (2), (3) and (4) and the person designated

in the statute as having the power to appoint the administrators shall

be liable to a penalty, payable to the Registrar, of two hundred and

thirty-two euro and ninety-four cents (€232.94) each

Provided that no person shall be liable for failure to observe this

obligation if he is unaware of the death of the founder or any other

relevant fact

Provided further that in case of a public benefit foundation which is

enrolled in accordance with the Voluntary Organisations Act , the

penalty above referred to shall be reduced to twenty-three euro (€23).

(11)The provisions of article 636(2) and (3) of the Code of

Organization and Civil Procedure shall apply to the extracts

contemplated in this article.

31A. Any amendments to the statute of a foundation or changes

in a foundation after a foundation has been registered, shall be

registered in the Register as follows

(a) notwithstanding what is stated in the statute, if there is

a form which is prescribed, by the filing of such form

and such amendments or changes shall not require a

public deed or enrolment in the records of a Notary

Public;

(b) notwithstanding the provisions of any other law, any

other amendments or changes not the subject of

notification through the filing of a prescribed form

shall be made by resolution, private writing or notarial

deed in accordance with the statute and unless made by

a notarial deed, shall be enrolled in the records of a

Notary Public and shall be registered in the Register

by the Notary Public publishing or enrolling the deed,

as the case may be, within fourteen days from the date

of publication of the deed or its enrolment in his

records, as the case may be;

amendments to the statute, shall be as prescribed from

time to time; and

(d) in the case of a private interest foundation as defined in

article 31B, if such amendment affects any matter

referred to in the Note of Initial Registration referred

to in article 31, which is not already otherwise

addressed in a prescribed form filed in terms of

paragraph (a), an Amended Note of Initial Registration

shall also be submitted to the Registrar.

31B. (1) Private interest foundations may carry out the trading

activities referred to in

(a) this sub-article and sub-articles (2) and (3); and

(b) sub-articles (4), (5) and (6) without limitation

Provided that private foundations may also establish

another legal organisation to carry out acts of trade or

trading activities to achieve and promote their

principal purposes and objectives. They may establish

another legal organisation to carry out any acts of trade

which are not related to their principal purposes and

objectives only when this power is expressly granted

in their statute.

For the purpose of this article, a private interest foundation

means a foundation, which neither qualifies as a public benefit

foundation nor is it established for a public or social purpose and

which is not a voluntary or non profit organisation but which can be

established for a legitimate purpose and any reference to a foundation

in terms of this article shall be construed as a reference to a private

interest foundation.

(2)Notwithstanding the provisions of sub-article (1), a private

interest foundation

(a) may have additional objectives and powers contained

in its statute to enable it to carry out any such activities

referred to in this article to achieve its purposes or to

protect its assets and, or to otherwise comply with

legal requirements; and

(b) shall, in any case, be deemed to have all the powers to

CIVIL CODE

do anything which is necessary or ancillary to achieve

the said purposes.

(3)In addition to the activities referred to in sub-articles (1) and

(2), a private interest foundation may

(a) hold assets as an investment portfolio and to do all

such acts ordinarily carried out in such context;

(b) carry out any specific actions with shares it may hold

as may be designated in the statute of the foundation

for the achievement of any designated purpose,

transaction or for the protection of any designated

interests;

mark or other intellectual property which gives rise to

income;

(d) own income which may be made payable to voluntary

organisations which own, administer or otherwise

operate an innovative technology arrangement as

defined in the Malta Digital Innovation Authority Act;

and

(e) own commercial property or a ship or aircraft.

(4)For the purposes of sub-article (3)

(a) a foundation shall act as the passive owner of such

assets, the administration of which is delegated to a

third party, including another legal organisation with

its own board of directors or a third party under a

fiduciary agreement or temporary title; and

(b) the carrying out of acts of trade of any kind by the

delegate with assets belonging to the foundation shall

not imply that the foundation is itself carrying out such

activities.

For the purpose of this sub-article "passive" shall mean that the

foundation is not involved in the day to day operations of the relevant

activity but shall not imply limitations on the foundation or its

administrators from exercising or protecting the rights of the

foundation in relation to any of its purposes or assets.

(5)Subject to any authorisations, registrations or notifications as

may be necessary under applicable laws, a foundation may operate

(a) as a collective investment vehicle, and issue units to

investors therein, for the holding of a common pool of

assets, the management of which is delegated to a third

party;

(b) as a pension or employee benefit arrangement;

supporting

implementing

securitisation

transaction, including to hold any assets in connection

therewith, borrow monies against the issue of bonds,

establish security or collateral and do all relative and

ancillary acts;

(d) as a retirement scheme or fund;

(e) for the holding, administration, development, or sale

of undivided property originating from an inheritance

deriving from one or more deceased person or persons

common to the beneficiaries for the sole purpose of the

division or liquidation of the common estate;

(f) to issue tokens and carry out any trading activity

resulting from such foundations owning, administering or

otherwise operating an innovative technology

arrangement, as defined in the Malta Digital Innovation

Authority Act; or

(g) for any other purpose as may be prescribed in a notice

issued by the Minister under this Schedule.

(6)A foundation may be used in the context of the following

transactions and any transactions connected or ancillary thereto

(a) securities offerings, whether to the public or for

private placement, portfolio management and custody

of investment instruments;

(b) the grant of real or personal security interests,

including hypothecs, mortgages, privileges, pledges

and guarantees;

banking facilities;

(d) insurance policies and the payment of proceeds

thereunder;

(e) timeshare and multi-property structure; and

(f)

such other commercial transactions as may be

prescribed in a notice issued by the Minister under this

Schedule.

(7)When a foundation is established with segregated cells, the

foundation may itself render services against remuneration in

favour of any of its cells which are established for the benefit of

beneficiaries or for purposes or both.

(8)Whenever the activities of a foundation intended to be carried

out under sub-articles (4), (5) and (6) are subject to laws regulating

credit or financial institutions, insurance undertakings, investment

services or funds, trusts and trustees, corporate or other licensable

fiduciary institutions, such foundation shall only be permitted to

Services Authority, where applicable in terms of law and when it is

the competent authority under such law, or may be permitted by

such authority to register but not to carry out activities, until it is

authorised by means of a notice issued by such authority.

(9)Where such activities are exempt from registration in terms of

sub-article (8), the Registrar for Legal Persons may request

confirmation of such exempt status from the Malta Financial

Services Authority prior to registering the foundation in terms of

the provisions of this Schedule.

(10)Nothing in this article shall prohibit foundations regulated

by European Union law from carrying out acts of trade or trading

activities if they are permitted to do so under such law.

31C. (1) The following registration documents are accessible to

the public, except as stated in sub-article (2)

(a) the application form;

(b) any forms notified to the Registrar under the Civil

Code (Second Schedule) (Notifications and Forms)

Regulations, including the Note of Initial Registration,

as the same may be amended from time to time, except

the following forms

(i)

Form DD relating to assets added to an

organisation by additional endowments, as the

same may be amended or re-numbered from time

to time;

(ii)

such other forms stated in a notice issued by the

Minister;

administrator; and

(d) the Certificate of Registration,

as well as any changes made thereto.

(2) Unless the founder has expressly waived confidentiality

under sub-article (3), in the case of a private foundation, all

documents, statements or declarations submitted to the Registrar,

including those accompanying notified forms referred to above, shall

not be accessible to third parties without the prior written consent of

the administrators or the supervisory council of the foundation, if

any, duly authenticated by a Notary Public, or with the permission of

the Court and only when the Court is satisfied that the person

requesting such information has a legitimate interest therein

Provided that

(a) nothing in this article shall render confidential any

transactions which are subject to registration in the

Public Registry according to law;

(b) unless

the

founder

has

expressly

waived

confidentiality under sub-article (3), the applicant

shall be obliged to submit a Note of Initial

Registration signed by the administrators, the founder

or by the person designated in the statute as having the

power to appoint the administrators as a condition to

registration and this shall be accessible to the public;

and

Act shall apply to the administrators of a private

foundation.

(3)The founder may, by means of a statement in the statute or by

a notarially authenticated notice in writing, filed with the Registrar,

declare that all registration documents in relation to a private

foundation are accessible to third parties, and the Registrar shall act

accordingly. Such declaration shall be filed in the Register by the

Registrar and shall be accessible to third parties.

(4)The Registrar shall implement procedures and take all

measures to ensure the privacy of all documents relating to a

private foundation which are not accessible to the public.

(5)A person dealing with administrators of a private foundation

in relation to foundation property need not

(a) enquire into the terms of the foundation or of any

endowment; or

(b) obtain the consent of the beneficiaries or any other

person, and shall, where he acts in good faith, be

entitled to rely on declarations made by the

administrators with regard to any matters therein

stated.

(6)The administrators may furnish to any person with whom they

are dealing in the interest of the foundation, a certificate containing

the following information without being in breach of any

confidentiality obligations

(a) that the foundation exists, is registered and that the

Note of Initial Registration is complete and factually

correct;

(b) the identity and address of the current administrators

in office;

authorised and empowered to carry out the relevant

transaction and have obtained all necessary internal

consents, if any;

(d) the revocability or irrevocability of the endowments of

the foundation and, if revocable, that the endowments

have not been revoked, or if any have been revoked,

which ones have been revoked since the last accounts

made available; and

(e) the latest accounts of the foundation.

(7)When there is more than one administrator, a certificate may

be signed and authenticated by any administrator.

(8)Without prejudice to any liability under applicable law or to

other fine or penalty which may be applicable under any other law,

any administrator who issues any certificate containing any

statement which he knows or ought to know is false shall be guilty

of an offence and shall on conviction be liable to the punishment of

imprisonment for a term not less than thirteen months and not

exceed four years or to a fine (multa) of not less than one thousand

and one hundred and sixty-four euro and sixty-nine cents

(€1,164.69) but not more than two thousand and three hundred and

twenty-nine euro and thirty-seven cents (€2,329.37) or to both.

32. (1) A foundation may be established for the achievement

of a lawful purpose, including a social or public benefit purpose,

without beneficiaries. The Registrar shall not register such a

foundation unless the purpose is indicated in clear terms.

(2) The founder may, at any time amend or add to the deed of a

p ur p ose f ou nd a ti on , i nc lu di ng i ts pu r po s e , b y m e a n s o f an

amendment to the statute done in accordance with the provisions of

the statute, if any, and, or any applicable law. The statute may

expressly permit any other body or person to amend the statute in

the manner and subject to the conditions as may be stated. After the

death of the founder, unless the statute provides for the manner in

which amendments may be made, the Court may authorise such

amendment or addition to the deed of a purpose foundation,

including its purpose, on the application of

(a) any administrator;

(b) the supervisory council;

(d) in the case of a public benefit foundation, the State

Advocate

Provided that a public benefit foundation may not have

its purpose changed or extended to other purposes

which are not also social or public purposes.

(3)The deed of foundation may indicate the way in which the

m o n e y s o r p r o p e r t y o f t h e f o u n d a t i o n m ay b e u s e d f o r t h e

attainment of the purpose for which the foundation is established

and when no such indication is made the administrators may

exercise their discretion.

A pu r p ose f o u nd a t i on m a y u se m o n e y o r pr o p e r ty of t he

foundation to acquire shares or interests in other organisations

when the principal purposes and objectives of the other

organisations are related or ancillary to the purpose foundation or

established to implement the purposes of the said foundation

Provided that, if an endowment of shares or interests in an

organisation is made to a purpose foundation to help the foundation

and its principal purposes and objectives, such purposes and

objectives of the organisation need not be related or ancillary to the

purposes of the foundation.

(4)The deed of a foundation may indicate how the assets of the

foundation are to be applied if its purpose is achieved, exhausted or

becomes impossible and when no such indication is made, the

administrators or the supervisory council may make specific

proposals to the Court for authorisation to use or dispose of the

assets, unless the purpose is amended in terms of sub-article (2), or, if

the founder is no longer alive, the administrators unanimously

determine that the foundation is to be terminated and the proceeds

distributed in accordance with this article.

(5)In the case of a purpose foundation established for a public

benefit, the indication of alternative purposes must refer to other

public benefit organisations.

(6)Any disposal of assets pursuant to the statute of the

foundation shall be made on the following basis

(a) in the case of a purpose foundation established for a

public benefit to another public benefit organisation

having the same or a similar purpose

Provided that when an organisation is controlled by the

Government, a religious organisation or a political

party then the disposal of assets may be made in

favour of the Government, another religious

organisation of the same denomination or the relevant

political party, as the case may be; and

(b) in the case of a purpose foundation established for any

other purpose in accordance with the deed of

foundation.

(7)Any disposal of assets by the Court under sub-article (4), shall

be made on the following basis

(a) if the purpose foundation is not established for a

public benefit purpose, in the absence of express

direction in the statute, the assets shall be paid out to

the founder or his heirs;

(b) if the foundation is a public benefit foundation, in the

absence of express direction in the statute in

accordance with sub-article (6)(a), the assets shall be

disposed of in favour of

(i)

the founder, if it is also a public benefit

organisation, irrespective of its purpose; or

(ii) if sub-paragraph (i) does not apply, another

public benefit organisation with the same or

similar purposes but the recipient shall make

reasonable efforts to achieve the original

purposes of the endowments made to the original

organisation

Provided that when the purposes are the

advancement of religion or the carrying out of a

religious vocation or there are indications in the

original endowment that this was intended for a

religious organisation, to any pious foundation

or ecclesiastical entity, and in such case of the

appropriate denomination; or

(iii) if the Government of Malta is the founder, to the

Government of Malta if the purposes are for the

general public benefit or utility;

(c)if the foundation has a combination of purposes, being partly

private benefit and partly social or public purposes, the assets shall

be paid out as follows

(i)

unless the social or public purposes have already

been achieved or are specifically determined

such that their extent can be calculated, the

assets shall be paid out, in accordance with

paragraph (b) in such manner that reasonably

proportionately reflects the benefit intended for

the social or public purposes as may be approved

on application to the Court; and

(ii) the balance shall be paid out as stated in

paragraph (a); and

(iii) where the assets are not immediately payable

due to the fact that payment is subject to a

condition, a contingency or a discretion, they

shall be retained until the condition or

contingency occurs or the discretion can be

exercised;

(d) where the foundation is a pious foundation, marriage

legacy or ecclesiastical entity which is constituted as a

foundation and which qualifies as a long-term

obligation, in the event that there may be any

remaining assets from the sum dedicated to the

performance of the long-term obligation after it has

been performed, this shall be paid out as may be

determined in accordance with Canon law and other

legislation governing religious organisations.

(8)When the dominant purpose of a foundation is to support a class

of persons which constitute a sector within the community as a whole,

because they suffer from a particular social, physical or mental

disability it shall be permissible to indicate one or more individuals

who suffer from such condition as named beneficiaries.

Notwithstanding such indication, the foundation shall be considered to

be a public benefit purpose foundation on condition that after the death

of such beneficiaries, the residual property of the foundation is, by the

express terms of the statute, to be held either for the exclusive benefit

of the designated class of beneficiaries or for another foundation

established for a similar social purpose which qualifies as a public

benefit.

(9) Notwithstanding the provisions of this article and other

provisions of this Schedule, a "purpose foundation" which is not

established as a public benefit foundation shall be subject to the

provisions of Column A with the modifications in Column B which

prevail over its legal form in deference to its non-public benefit

purposes

Column B

Column A

The foundation must have an initial

29(2)

endowment of money or property of at

least one thousand and one hundred and

sixty four euro and sixty nine cents

(€1,164.69);

The foundation may not be established for

29(7)

more than one hundred and twenty-five

years (125) except where expressly

permitted by this Schedule;

This sub-article shall not apply to the

32(4)

foundation and if the foundation

terminates because the purposes have not

been amended in accordance with the

statute, the assets of the foundation shall,

subject to the terms of the foundation,

devolve on the founder or his heirs at law;

Any endowments to the foundation may

34(6), (7)

be expressed to be revocable;

The foundation may have only one (1)

35(2)

administrator and the administrator or

administrators shall be subject to or

otherwise require authorisation by the

Malta Financial Services Authority under

article 43 of the Trusts and Trustees Act in

accordance with its terms;

The foundation may be constituted in a

40(9)

revocable manner;

This article shall not apply and article

60(1)

60(2) shall apply in lieu thereof.

(10)Without prejudice to the provisions of this article, a

provision in the statute granting the power to the administrators to

apply the proceeds to another public benefit purpose when the

stated purpose has been achieved, exhausted or is no longer

possible shall be valid.

32A. (1) Without prejudice to the ability of any public benefit

foundation to carry out acts of trade in the ordinary course of

carrying out its principal purposes and objectives, in terms of

article 38(2) of the Voluntary Organisations Act, where applicable,

a foundation shall not be established to carry out acts of trade or

trading activities on a regular or continuing basis nor shall it do so

in practice, except as permitted under this article and when the

proceeds of such trading activities are attributable to a social or

public purposes.

(2)Notwithstanding the provisions of sub-article (1) a foundation

may own, acquire or be endowed with shares or other interests in

another legal organisation and may generally

CIVIL CODE

(a) carry out any specific actions with shares it may hold

as may be designated in the statute of the foundation

for the achievement of its main purposes and

objectives;

(b) subject to such authorisations as may be necessary

under applicable laws, issue tokens and carry out any

trading activity resulting from such foundations

owning, administering or otherwise operating an

innovative technology arrangement as defined in the

Malta Digital Innovation Authority Act; and

which may include health and education

Provided that this shall not apply to management

agreements, licences or otherwise to third parties for

profit

Provided further that

(i)

when the foundation owns a shareholding in an

organisation established to trade, the trading

organisation shall not be restricted in its

activities by the purposes of the foundation in

any manner, unless otherwise stated in the

statute of such trading organisation;

(ii)

when the foundation qualifies as a voluntary

organisation and owns shares or other interests

in another legal organisation established

pursuant to the provisions of article 38 of the

Voluntary Organisations Act, the provisions of

sub-article (4) of the said article 38 shall apply

but the relevant limitations shall not apply to

persons who are not involved in the foundation

and are not related parties thereto; and

(iii) the purposes of the holding, acquisition or

endowment of shares or other interests shall not

be to enable the foundation to speculate with

such assets.

For the purposes of sub-paragraph (ii), "related parties" shall

mean persons related by consanguinity or affinity in the direct line in

any degree or in the collateral line up to the third degree inclusively,

and shall also include any person involved in the same business under

any legal structure or otherwise.

(3)With reference to a public benefit foundation

(a) its statute may contain additional objectives and

powers to enable it to carry out any such activities, to

achieve its purposes, to protect its assets and otherwise

to comply with legal requirements; and

(b) it shall, in any case, be deemed to have all the powers

to do anything which is necessary or ancillary to

achieve the said purposes.

(4)It shall be lawful for -

(a) the administrators or a person designated in the

statute;

(b) any public benefit beneficiary, in the case of public

benefit foundations; or

foundation and, or the Commissioner for Voluntary

Organisations in the case of foundations which are

voluntary organisations enrolled in accordance with

the Voluntary Organisations Act,

to seek directions from the Court as to whether the actual or proposed

activity of the foundation constitutes regular or continuing trading

activity beyond what is permitted under sub-article (1) and the Court

may, in such cases, issue directives to the foundation on the manner

in which it shall carry out activities consistently with this article,

including a direction to amend its purposes and objectives, but any

such order shall not affect or invalidate acts already lawfully carried

out or interrupt lawful acts in progress.

(5)The Court shall also consider the following principles and

circumstances

(a) in case of a public benefit foundation, the avoidance of

speculation which may affect the assets of the

foundation and the achievement of its purposes;

(b) the creation of liabilities which may impinge on the

achievement of the purposes of the foundation;

foundation; and

(d) the competence of the administrators to carry out such

activities and the extent of the delegation of such

functions to third parties.

(6)When a public benefit foundation is established with

segregated cells, the foundation may itself render services against

remuneration in favour of any of its cells which are established for

the benefit of its beneficiaries or its purposes or both.

(7)Nothing in this article shall prohibit public benefit

foundations regulated by European Union law from carrying out

acts of trade or trading activities if they are permitted to do so

under such law

Provided such acts or activities are carried out solely to achieve

and promote the principal purposes and objectives of the

foundation.

33. (1) A foundation may be established for the private

benefit of one or more persons or of a class of persons and such

beneficiaries shall enjoy such benefits, and shall have legally

enforceable rights against the foundation, as may be stated in the

terms of the foundation and the provisions of this Schedule.

(2)The interest of the beneficiary under a foundation shall be

deemed to be movable property even if it includes immovable

property.

(3)The benefit under a foundation is personal to the beneficiary

and subject to any applicable laws and only as stated in the terms of

t he fo und a ti on , cred it or s , s po us e s , he ir s or l e gat e e s o f the

beneficiary may have rights only to the extent of the beneficiary’s

entitlements under the foundation and have no other rights in

relation to the assets of the foundation. Unless otherwise provided

for in the deed of foundation expressly, by the type of benefit

granted to the beneficiary or otherwise, upon the death of the

beneficiary the beneficiary’s entitlement under a foundation shall

not devolve to his heirs but shall terminate.

(4)Beneficiary foundations must name

(a) the class of persons entitled to benefit as clearly and as

fully as possible; or

(b) the person or persons entitled to benefit as clearly and as

fully as possible, by specifying first names, surnames,

number of a legally valid identification document,

father’s name, mother’s name and maiden surname and

other relevant personal or family factors to eliminate

any doubt as to who the intended beneficiary is,

and if there are no beneficiaries identifiable or ascertainable as

aforesaid, the foundation shall be deemed to be for the private

benefit of the founders or their successors in title.

Such identification need not be made in the constitutive instrument

or statute but may be made in a separate beneficiary statement in

accordance with article 29(4)(i) of this Schedule.

(5)Persons who are not yet conceived at the time of the creation

of a foundation may be named as beneficiaries or form part of a

class of beneficiaries but their rights arise only once they are born

viable.

(6)The founder of a foundation may also be a beneficiary.

(7)Subject to the terms of the deed of foundation which may

exclude or restrict such power, if the founder is still alive and capable

of acting he may freely amend the deed of foundation including

substituting, adding or removing beneficiaries

Provided that no decision of a founder shall affect the validity of

anything lawfully done by the administrators prior to such decision,

before they receive notice of such amendment, nor shall it affect or

interrupt lawful acts in progress or lawful commitments made and

not yet fulfilled by the administrators.

(8)A beneficiary may be appointed -

(a) subject to a condition; or

(b) for a specified time; or

as a founder shall deem appropriate

Provided that, if the founder is deceased, a beneficiary may apply

to the Court requesting it to eliminate any condition or requirement

which is considered to be unreasonable paying regard to all the

circumstances

Provided further that persons unworthy of receiving under a will

cannot receive as beneficiaries under a foundation.

(9)The terms of the foundation may provide for the addition of a

person as a beneficiary or the exclusion of a beneficiary from

benefit at the discretion of the administrators.

(10)The terms of a foundation may make the interest of a

beneficiary -

(a) liable to termination; or

(b) subject to restriction on alienation or dealing; or

beneficiary becoming bankrupt, or insolvent, or any of

his property becoming liable to seizure for the benefit

of his creditors; or

(d) not liable to attachment under a garnishee order issued

against the administrator or to termination without the

prior consent of the Court, when the interest is

expressed to be for the maintenance of the beneficiary

or as a pension.

(11)Where the benefit consists in an annuity or pension or the

use an d enjoy ment of p roperty and the enjo yment of frui ts

therefrom, the terms of the foundation may make the interests of

the beneficiary -

(a) subject to restriction on alienation or dealing;

(b) not liable to attachment under a garnishee order served

on the administrators as garnishees; or

the Court.

(12)When the administrator is granted the power to add a

beneficiary at his discretion, such power shall be valid on condition

that sufficient indication be given in the deed of foundation or in

the beneficiary statement as to the class of which the beneficiary

forms part. In the absence of such indication the power shall be null

and void.

(13)A person who may be appointed a beneficiary in terms of a

power or discretion granted to the administrator shall not enjoy any

rights in relation to the foundation or vis-à-vis the administrator

and shall not be considered a beneficiary in any manner until

appointed as a beneficiary by the administrator.

(14)It shall be lawful for an administrator to be granted the

power to decide at his absolute discretion, which beneficiaries are

to benefit, the quantity of any benefit, at what time and in what

manner beneficiaries are to benefit and such other powers relating

to the appointment, application or advancement of property of the

foundation.

(15)A beneficiary in whose favour a discretion to distribute or

appoint property may be exercised shall have no rights to specific

property of the foundation until such time as such discretion is

exercised by the appointment, application or advancement of such

property in his favour.

(16)A beneficiary may disclaim his whole interest in writing and

such a disclaimer shall be irrevocable.

(17)Subject to the terms of the deed of foundation, a beneficiary

may disclaim part of his interest, whether or not he has received

some benefit from his interest; in any such case, but subject to the

terms of the foundation, a disclaimer may, by the instrument by

which the interest is disclaimed, be made revocable, and shall then

be capable of revocation in the manner and under the circumstances

therein mentioned or referred to.

(18)Subject to the terms of the foundation, a beneficiary may, by

instrument in writing, sell, charge, transfer or otherwise deal with

his interest in any manner.

(19)Subject to the terms of the foundation, the following rules

shall apply where a foundation, or an interest under a foundation, is

in favour of a class of persons

(a) a class closes when it is no longer possible for any

other person to become a member of a class;

(b) a woman who is over the age of fifty-five years shall

be deemed to be no longer capable of bearing a child;

period there is no member of the class in existence, the

income shall be accumulated and, subject to article

29(7), shall be retained until there is a member of the

class in existence or the class closes.

(20) When permitted by the statute of a beneficiary foundation,

beneficial interests may be established in the statute or a

beneficiary statement in unitised form, of whatever nomenclature,

where each unit reflects a share in the assets of the foundation with

such rights to income, capital or other entitlements or powers as

may be stated in the statute or beneficiary statement and if nothing

is stated, proportionately to the total number of units

Provided that the units may be subject to rules on recordation in

a register of units, transfers, pledges and other such matters as the

administrators may establish from time to time or as are provided in

the statute. In such cases, the beneficial interest is presumed, unless

otherwise stated in the statute or beneficial statement, to be subject

to inheritance in favour of the beneficiary's heirs under his will or

at law in case of intestacy and shall not terminate as provided for in

sub-article (3).

(21)In the event that a private interest foundation as defined in

article 31B is dissolved for any reason at law, the assets of the

foundation shall, subject to the performance of all obligations

towards beneficiaries and any other terms of the foundation, be

presumed to be held for the founder or his successors in title.

(22)Notwithstanding the provisions of this article, and other

provisions of this Schedule, where a "beneficiary foundation" is

established exclusively for public interest, beneficiaries shall be

regulated by the provisions in Column A

Provided that such provisions listed in Column A shall be subject

to the modifications in Column B

Column B

Column A

The foundation may have an initial

29(2)

endowment of money or property of only

two hundred and thirty two euro and ninety

four cents (€232.94);

The beneficiaries or class of beneficiaries

29(4)(h)

must be indicated in the statute and the use

of a beneficiary statement shall not be

permitted;

The foundation may be established for an

29(7)

unlimited term and the one hundred and

twenty-five year (125) limit shall not apply;

Any amendments or addition to the purpose

32(2)

of the foundation may not introduce any

purpose or beneficiary which amounts to a

private benefit;

These sub-articles on the using, disposal or

32(4), (5),

(6), (7)

distribution of assets on termination of a

public benefit foundation shall apply to the

foundation mutatis mutandis;

The founder or the administrators may add

33(7), (9)

beneficiaries if given such power but, at all

times, the new beneficiaries shall only be

public interest organisations;

The founder or the administrators may be

given the power to amend the deed of

foundation consistently with the rules

applicable to public benefit foundations;

Any transfer of the beneficial interest may

33(21)

only be made in favour of other public

interest organisations;

Endowments to the foundation are

34(6), (7)

irrevocable and the constitutive instrument

or statute of the foundation or the instrument

of additional or new endowment may not

state that such endowments are revocable;

The foundation must have at least three (3)

35(2)

administrators or at least one juridical person

acting as administrator in accordance with

article 35(1);

The State Advocate or the Commissioner in

38(1)(g)

terms of the Voluntary Organisations Act

may request information from the

administrators;

The administrators are not bound to inform

38(4)

certain beneficiaries until such time as they

intend making a distribution to them;

The beneficiaries may not terminate the

40(2)

foundation;

This sub-article shall apply to the

40(9)

foundation;

The provisions of this article shall not apply;

however the founder may impose

confidentiality to protect the identity of the

named persons referred to in article 32(8);

This sub-article shall not apply and on

60(2)

dissolution and winding up of the foundation

the distribution of the assets shall be

governed by article 60(1).

34. (1) Subject to the provisions of the statute, any person may

add to the assets of a foundation by endowments at any time.

Endowments shall be considered to have been made under the same

terms and conditions, for the same beneficiaries or for the same

purposes, as the case may be, in terms of the statute of the foundation.

Unless the provisions of sub-article (2) apply, the grantor of such

endowments, if not the founder, shall have no status or powers in

relation to the foundation and the endowment shall be referred to as an

additional endowment.

(2)When permitted by the provisions of the statute or with the

express concurrence of the founder, the supervisory council or

protector, the administrators or, in default of such persons, the Court, a

person, hereinafter referred to as "the grantor" may make an

endowment in such a manner that he shall be considered to have the

status and powers of a founder in the foundation in relation to such

endowment or in relation to the whole foundation, or where such

endowment is granted to a cell if so contemplated and consented to as

aforesaid, such endowment shall be considered a new endowment.

(3)When such augmentation by third parties is made by means of

a will, the testamentary disposition shall be deemed to require the

creat ion of a new f oun dation and the adm ini st rato rs of the

nominated foundation shall proceed accordingly, even without the

concurrence of the persons mentioned in sub-article (2).

(4)Where the statute of a foundation provides for the

establishment of segregated cells, a new endowment, whether

transferred inter vivos or causa mortis, may be constituted as a new

segregated cell by the administrators in which case the grantor’s

status and powers may be limited to such segregated cell. When a

grantor becomes a new founder as aforesaid the rules in article 39

shall apply when there is more than one founder.

(5)The administrators shall be bound to file with the Registrar,

within three months from any grant, an inventory or descriptive

note of the assets added to a foundation but in the case of cash

endowments, only a certified copy of the relative bank deposit

statement shall be filed with the Registrar.

(6)In the event that endowments are received by such foundation in

a regular manner in terms of a scheme which is registered with the

Registrar, it shall not be required that the administrators file a

descriptive note on each occasion that a new or additional endowment

is made but they shall file a schedule of endowments on an annual

basis. Neither shall it be required that the administrators enter into a

public deed on each occasion that an endowment is made, unless the

endowment involves immovable property. In each case, the

administrators shall file the prescribed form and required attachments

to notify such endowments to the Registrar.

(7)Endowments may be granted under a condition, for a fixed time

or in accordance with express rules stated in the statute. A new

endowment may be made for purposes which are different from those

of the foundation. In the absence of any indication, endowments shall

be considered to be unconditional and made for the same purposes of

the foundation.

(8)Additional and new endowments to public benefit foundations

shall be irrevocable notwithstanding any term to the contrary in the

constitutive instrument or statute of the foundation or the instrument

providing for the additional or new endowment.

(9)Unless expressly stated otherwise, additional and new

endowments to beneficiary foundations shall be presumed to be

irrevocable. The fact that an endowment is stated to be revocable,

unless otherwise stated in the constitutive instrument or statute of the

foundation or the instrument of additional or new endowment, shall

not imply any limitation on the use or appointment of the capital or

income by the administrators. In the case of revocation, the grantor

shall only be entitled to the balance of capital which may remain

unutilised.

(10)Where, in the case of a beneficiary foundation, an additional or

new endowment is made by two or more grantors jointly and

expressed to be revocable such endowment may only be revoked

with the express consent of all the grantors.

(11)In the case of a beneficiary foundation, the revocation of an

endowment shall not affect or invalidate acts already carried out or

interrupt acts in progress, nor affect commitments made and not yet

fulfilled. The revocation of an endowment shall be suspended until

such time as the administrators certify to the Registrar that all

commitments have been fulfilled and shall be deemed to refer only to

such amount as shall not have been utilised in fulfilment of such

commitments.

(12)The revocation of an additional or new endowment shall not

imply the termination of a foundation but shall, unless otherwise stated

in the statute, imply the cessation of the status of founder and all

related rights in relation to the grantor.

(13)If a foundation is the beneficiary of a new or additional

endowment granted for specific purposes different from its own

purposes, unless permitted in accordance with sub-article (5), the

administrators shall seek new instructions from the grantor and if that

is not possible, such endowment shall not be accepted and shall be

deemed to require the creation of a new foundation and the

administrators of the recipient foundation shall proceed accordingly.

(14)When a foundation receives an endowment without sufficiently

specific terms and from the circumstances it is evident that the

foundation owes fiduciary duties in relation to such property towards a

beneficiary or a class of beneficiaries or a purpose, the administrators

shall execute a unilateral declaration by instrument in writing

containing all the fiduciary terms under which the foundation is

holdi ng the same, comprising the inform ation enabling the

identification of all the beneficiaries or purposes. The administrators

may ask the Court to confirm the contents of their declarations.

(15) In the event that there are no administrators at the time of

establishment or registration of a foundation, the founder or the

person having the power to appoint administrators shall be deemed

to have the power to accept any endowment but shall not have the

power to bind the foundation on any other matter nor shall the

foundation be entitled to commence operations prior to the

appointment of the required number of administrators.

(16)The term "endowment" for the purposes of this Title shall

mean any grant of money or other property under a gratuitous title,

including rights to money or other property, existing or which may

arise in the future.

35. (1) The persons named to be administrators of a

foundation may be juridical persons provided they have at least

three directors.

(2)When a foundation is a public benefit foundation it shall have at

least three administrators or at least one juridical person acting as

administrator.

(3)If the person nominated as an administrator in the constitutive

instrument or statute i s u n w i l l i n g o r u n a b l e t o a c c e p t s u c h

responsibility, then he shall, within fifteen days, notify his

intentions in writing to the Registrar, the founder or his heirs and

the persons named as succeeding, if any. The taking of possession

of any assets of a foundation shall imply acceptance to act as an

administrator thereof and in such a case the administrator is bound

to confirm his acceptance in writing to so act on demand of any

interested person or the Registrar. Failure to do so within thirty

days from a written request shall be a breach of duty by the

administrator.

(4)Any person named or appointed to succeed in administration

shall enter into the same obligations as if he were the person named

in the first place and shall notify the Registrar in writing upon

taking up office. It shall be lawful for an administrator upon taking

up office, but not later than thirty days after, to notify in writing the

Registrar and any interested parties of any reservations he may

have regarding anything relating to the foundation or the actions of

the previous administrators and he shall not be liable for any

matte rs so r eserved until suc h t ime as t he rese rvations are

operative.

(5)When administrators, both those originally named or those

succeeding, have made any acts of administration, they are bound

to submit an account of their administration on relinquishing the

administration in addition to such accounts as are required to be

submitted in accordance with applicable law. Such account shall be

submitted to the succeeding administrators or in their absence to

the Registrar.

(6)Unless the deed of foundation provides otherwise,

administrators may be remunerated from the income or capital of

the foundation. Such remuneration shall be in such amounts and in

such manner as may be stated in the deed of foundation or in any

agreement between the founder and the adm inistrator or in

accordance with applicable law. Remuneration may also be

established by the Court on application of the administrator or any

interested party.

(7)Subject to the provisions of sub-article (8), an administrator

may resign from office by notice in writing to his co-administrators

and in case of there being no other administrator, to the founder or

to the beneficiaries or, if impracticable, to at least one beneficiary,

or if there are none to whom notice can be given, to the

administrator’s duly appointed successor and the resignation shall

take effect on delivery of the aforesaid notice.

(8)A resignation -

(a) given in order to facilitate a breach of duty, or

(b) which would result in there being no administrator for

the foundation,

shall have no effect; provided that an administrator may resign

office notwithstanding the provisions of paragraph (b), if, before

the resignation takes effect, application is made to the Court for the

appointment of a new administrator and a new administrator is so

appointed.

(9)An administrator shall cease to be an administrator

immediately upon -

(a) the lapse of the term for which the administrator was

appointed;

(b) the removal of the administrator by any person or body

having the power to do so in terms of the public deed of

the foundation or by the Court on grounds stated in the

deed of foundation or in this Schedule; or

when a legal person;

(d) when the administrator is a legal person, the

retirement,

resignation

removal

all

administrators, including directors in a company

acting as administrator, from their office in the said

legal person or steps are taken for its winding up; or

(e) where an administrator is appointed without any

indication of his duration of office and

(i)

is the sole administrator, he shall require that the

statute caters for a substitute administrator or the

manner in which a new administrator may be

appointed upon his retirement, resignation or

removal. Where the administrator is in default of

the obligation in this paragraph, a new

administrator may be appointed to substitute

such administrator at any time with the consent

of the founder, of any person designated in the

statute or of the Court in the absence of such

persons; and

(ii)

there is more than one administrator, it is

implied that the other administrators shall have

the power to remove the administrator at any

time when they consider that he is unable to

carry out his functions due to health or in

accordance with the provisions of article 9

Provided that in case of disagreement on any of

the matters referred to in this paragraph, the

administrator who was appointed without any

indication of his duration in office may apply to

the Court and demand that the Court issues such

orders regarding his substitution, retirement,

resignation or removal, as it considers

appropriate after hearing the relevant persons.

(10)An administrator ceasing to be an administrator shall, in

addition to the duty to account under sub-article (5), be bound to

immediately deliver all property of the foundation which may be in

his possession to the remaining or successor administrators and to

take all such formal or other actions as may be necessary in the

interest of the foundation.

36. (1) The founder, and such other persons who may be

designated in the deed of foundation, may exercise supervision

over the administration of a foundation, obtain a copy of the

accounts held by the administrators, a copy of the inventory or

descriptive notes of property, and may intervene in the matter of

appointment of administrators or in the disposal of the assets, when

these issues are being dealt with by the Court. The founder may also

be vested with powers to appoint, add or remove any administrators,

protectors or beneficiaries and powers to appoint an investment

adviser or investment manager and where a power mentioned in this

sub-article has been reserved or exercised by the founder, an

administrator who acts in accordance with any directions issued

pursuant to the founder’s power as aforesaid shall not be considered to

be acting in breach of his fiduciary duties.

(2)A founder may be an administrator or a protector of a

foundation.

(3)The founder may also be the beneficiary of a beneficiary

foundation during his lifetime

Provided that when the founder is a beneficiary, such founder

may not at the same time act as the sole administrator of such a

foundation.

(4)It shall be lawful for a founder to give non-binding written

guidance to the administrators on how to exercise the powers or

discretions vested in them in the deed of foundation or the

beneficiary statement and to substitute, modify or withdraw such

guidance from time to time as the founder sees fit. A beneficiary

may also be permitted to give such guidance by means of specific

clauses in the deed of foundation or the beneficiary statement, and

this, with effect from the date of death of the founder.

37. (1) The terms of the foundation may provide for the

establishment of a supervisory council consisting of at least one

member or for the office of a protector or protectors with similar

functions.

(2) The founder may be the sole or one of the members of the

supervisory council or may also be a protector. However, a founder

may not carry out the functions of a protector for as long as he holds

the office of an administrator.

(3)

The members of the supervisory council or the protectors

(a) may be designated in the statute of the foundation; or

(b) where no such designation is made, may be

subsequently appointed by the administrators and in

the manner prescribed in the statute; and

and in the manner prescribed in the statute.

(4)The supervisory council or protectors shall not be considered

to be administrators.

(5)Subject to the terms of the foundation, the supervisory council

or protectors shall have the power to exercise supervision over the

acts of the administrators and may be vested with the power of

appointment, removal, substitution or addition of administrators

and such other powers as may be stated in the statute including the

power to give guidance to the administrators in the exercise of their

powers, discretions or duties.

(6)The exercise of any power, action or discretion on the part of the

administrators may be subject to the express consent of the

supervisory council or the protectors.

(7)Unless the statute of a foundation expressly states otherwise

and until such time as the supervisory council or protectors are

appointed, in the event that a deed of foundation contemplates a

supervisory council or protectors whose consent or direction is

needed for the administrators to carry out any act, the

administrators shall be presumed to have the power to carry out any

act without such consent or direction

Provided that, the decision to act without consent is taken

unanimously by the administrators.

(8)The presumption in sub-article (7) shall not apply if the

statute requires the administrators or any of them to appoint the

members of the supervisory council or the protectors.

38. (1) An administrator shall, so far as is reasonable and

within a reasonable time of receiving a request in writing to that

effect, provide full and accurate information as to the state and

amount of the foundation property, including the accounts of the

foundation, and subject to sub-article (2), the conduct of the

administration to -

(a) the founder;

(b) the Court;

(d) any other person who is vested with such right in the

deed of foundation;

(e) subject to the terms of the foundation, any beneficiary

of the foundation who is of full age and capacity, or if

a minor, to his lawful guardian or representative;

(f)

subject to the terms of the foundation, any other public

benefit organisation or charitable trust referred to by

name for the benefit of which the foundation was

established; and

(g) in case of a foundation established for a purpose, the

State Advocate or the relevant authority under

applicable law.

(2)Subject to the terms of the foundation and to any order of the

Court given for special reasons, an administrator or any other

person shall not be required to disclose to any person any document

or information relating to a private interest foundation which -

(a) discloses the administrator’s deliberations as to the

manner in which a power or discretion was exercised,

or a duty conferred or imposed by law or by the terms

of the foundation was performed;

(b) discloses the reason for any particular exercise of such

power or discretion or performance of duty or the

material upon which such reason will be or might have

been based;

power or discretion or the performance or proposed

performance of such duty.

(3)Unless the terms of the foundation expressly determine the

time when and the method how beneficiaries are to be informed of

their entitlement under the foundation, the administrator shall be

obliged to inform any beneficiary of his entitlement, in writing,

within a reasonable time of his accepting to act.

(4)When the terms of the foundation grant a discretion in terms

of article 33(9) of this Schedule, the terms of the foundation may

suspend, until such time as a discretion is exercised in their favour,

the duty of the administrator to inform such beneficiaries that they

may benefit under the foundation or that they form part of a class of

beneficiaries which may so benefit. The terms of the foundation

may also indicate the time when and the method of how such

beneficiaries are to be informed.

(5)If the deed of foundation expressly provides for the

notification of information to beneficiaries or to those persons that

form part of a class from among which beneficiaries may be

appointed, without reference to any point in time, ascertained or

ascertainable, such term shall be construed as implying a duty of

the administrator to inform such beneficiaries within a reasonable

time after the death of the founder.

(6)Should the administrator consider providing information as

required by the preceding sub-articles to be prejudicial to the

beneficiaries of the foundation or any of them, the administrator

may apply to the Court and the Court may release the administrator

from the obligation to inform under such conditions as it may

consider appropriate.

(7)The duty to inform as above provided shall not arise if the

administrator is in possession of information which reasonably

demonstrates that those entitled to such information have already

been informed or are already aware of such information.

(8)In the case of a purpose foundation, the duty to inform either

unnamed beneficiaries forming part of a class or persons forming

part of a class of persons who may be appointed as beneficiaries in

t e r m s o f a p o w e r o f t h e a d m i n i s t r a t o r, s h a l l n o t a r i s e

notwithstanding the terms of the foundation unless, in case of the

unnamed beneficiaries the administrator establishes that there exist

less than ten beneficiaries appertaining to such class of

beneficiaries. Furthermore, in the absence of any indication to the

contrary, the unnamed beneficiaries or persons who may be added

as beneficiaries in terms of a power shall be assumed to be persons

who carry on relevant social or other activities principally in Malta.

(9)The administrator shall carry out the duty to inform to the best

of his abilities and at the expense of the foundation and in the event

it appears to the administrator that such exercise will be too costly

or burdensome, the administrator may apply to the Court for

directions and the Court shall be empowered to release the

administrator from such duty under such conditions as it considers

appropriate.

(10)The suspension of the duty of an administrator to inform

beneficiaries as provided in this article shall not reduce the rights

of beneficiaries or the duties and liability of the administrator

towards such beneficiaries in terms of this Schedule or other

applicable law.

(11)Persons who may be added as beneficiaries in terms of a

power referred to in article 33(12) of this Schedule shall have no

right of information until such time as they are appointed

beneficiaries by the administrator pursuant to such power.

39. (1) When there is more than one founder, initial or

subsequent, rights shall be exercised in accordance with the statute.

When the statute is silent, in case of two founders, decisions will be

taken unanimously and when there are more than two founders, in

accordance with the decision of the majority.

(2)In multi-founder foundations the rules on general meetings

according to the provisions of article 52 of this Schedule shall

mutatis mutandis apply.

40. (1) Subject to the provisions of sub-article (2), unless

expressly provided otherwise in the statute or in this Title, a

foundation shall not be subject to termination prior to the term for

which it is established.

(2) Unless the founder has expressly excluded such a right, a

beneficiary foundation may be terminated on the demand of all the

beneficiaries of the foundation provided they are all in existence,

have been ascertained and no one of them is an interdicted or a

minor. If the founder is still alive his consent shall be required for

t e rm in a ti o n by t he be n e f i c i a ri e s . T h e f o u nd e r m ay s u bj e c t

termination to the consent of a person or the supervisory council or

the protectors, other than the administrators, stated in the statute.

(3) Notwithstanding anything stated in the statute or in sub-

article (2), after the death of the founder, the Court shall have the

power to dissolve and wind up any beneficiary foundation when

requested to do so by all the beneficiaries of the foundation if it is

satisfied that the continuance of the foundation is no longer

necessary to achieve the intentions of the founder or is otherwise

unreasonable.

(4) The statute of a foundation may provide that it may be

terminated at any time but termination shall not affect or invalidate

acts already lawfully carried out or interrupt lawful acts in

progress. Nor shall termination affect lawful commitments made

and not yet fulfilled. Termination shall be suspended until such

time as the administrators certify to the Registrar that all lawful

commitments have been fulfilled.

(5) The express reservation by the founder of the right to

terminate a foundation shall not be exercisable by the heirs or

spouse of such founder unless expressly provided otherwise in the

deed of foundation. Without prejudice to any other remedies

available at law, creditors of the founder may not exercise the right

to terminate a foundation.

(6) When a foundation is terminated, the procedures in article

59 shall apply.

(7) Except in cases contemplated in article 47(2), where a

foundation is converted into a trust, termination of registration

shall imply termination of the foundation but not of the fiduciary

obligations therein contained and upon notice of the conversion,

the Registrar shall proceed to strike off the foundation.

(8) The administrators shall have a duty to maintain in good

standing the registration of a foundation until it is terminated as

provided for in this article.

(9) Public benefit foundations may only be constituted in an

irrevocable manner and, without prejudice to the power to terminate

such a foundation in accordance with article 32 for the reasons and

subject to the conditions therein stated, any clause in the statute

reserving the right for the founder or any other person or body to

revoke such foundation shall not apply.

41. The Court shall have jurisdiction in relation to all non-

contentious matters which are internal to the foundation, its

administrators and beneficiaries

Provided that if a non-contentious matter being examined

by the Court becomes contentious, the Court shall declare the

proceedings before it to be contentious and shall continue to deal

with the matter as a contentious issue, providing the parties the

opportunity to promote the claim and respond to it according to

law.

42. (1) Subject to the provisions of sub-article (3) the Court

may, if it thinks fit, by order approve on behalf of -

(a) any person incapacitated at law having directly or

indirectly, an interest, whether vested or contingent,

under the foundation; or

(b) any person, whether ascertained or not, who may

become entitled, directly or indirectly, to an interest

under the foundation as being at a future date or on the

happening of a future event a person of any specified

description or a member of any specified class of

persons; or

(d) any person in respect of any interest of his that may

arise to him by reason of any discretionary power

given to any one on the failure or determination of any

existing interest that has not failed or determined;

any arrangement, by whomsoever proposed and whether or not

there is any other person beneficially interested who is capable of

assenting thereto, varying or revoking all or any of the terms of the

foundation or enlarging the powers of the administrators of

managing or administering any of the foundation’s property.

(2)

The Court shall not approve an arrangement on behalf of

any person coming within sub-article (1)(a), (b) or (c), unless it is

satisfied that the carrying out of such arrangement appears to be for

the benefit of that person.

(3) Where in the management or administration of a

foundation, any sale, lease, pledge, charge, surrender, release or

other disposition, or any purchase, investment, acquisition,

expenditure or other transaction is in the opinion of the Court

expedient but the same cannot be effected by reason of the absence

of any power for that purpose vested in the administrator by the

terms of the foundation or by law, the Court may confer on the

administrator, either generally or in any particular circumstance, a

power for that purpose on such terms and subject to such provisions

and conditions, if any, as it thinks fit, and may direct in what

manner and from what property any money authorised to be

expended, and the costs of any transaction, are to be borne.

(4) In sub-articles (1) and (2) of this article all references to

"foundation" shall be references to a beneficiary foundation.

(5)An application to the Court made under the previous sub-articles

may be made by the administrator, by any beneficiary or by any

interested party, as the case may be.

(6)In the event that the statute of a purpose foundation does not

contain any provisions relating to amendments to such statute, if

the Court is satisfied that circumstances exist justifying a request

made for such amendments to be made to the statute, the Court may

order -

(a) any variation or addition to the statute;

(b) any variation to the purposes for which property may

be applied;

required for the effective achievement of the purposes

of the foundation or its administration; and

(d) any variation to achieve the re-organisation of the

structure of the foundation including its division into

two or more foundations or legal organisations of a

similar nature, or its conversion into a trust or trusts,

and to the extent that the provisions of article 32(8) apply, the

Court shall have the powers referred to in this article with reference

to any identifiable beneficiaries to whom the provisions of sub-

article (1) apply.

(7)The Court shall not approve a request under the previous sub-

article unless it is of the opinion that such amendment is, as far as

reasonably practicable, consistent with the principal purpose and

objectives of the foundation.

(8)Any variation approved by the Court shall be implemented by

an amendment to the statute and the administrators shall abide by

the formalities as may be prescribed in the statute and in applicable

law.

(9)Any application to the Court made under sub-article (6) may

be made by the administrator, any person vested with such power in

the statute or by the State Advocate, as the case may be.

43. (1) An administrator may apply to the Court for directives

concerning the manner in which he may or should act in connection

with any matter concerning the foundation and the Court may make

such order, if any, as it thinks fit.

(2)The Court may also, if it thinks fit -

(a) make an order concerning

(i)

the execution or the administration of any

foundation; or

(ii) the administrator of any foundation, including

an order relating to the exercise of any power,

discretion or duty of the administrator, the

appointment or removal of an administrator, the

remuneration of an administrator, the submission

of accounts, the conduct of the administrator and

any payments into the Court; or

(iii) any beneficiary or any person having any

connection with the foundation;

(b) make any declaration as to the validity or enforcement

of a foundation;

this Title, or make any new or further order or

declaration.

(3)An application to the Court for an order or declaration under

sub-article (2) may be made by the administrator or by any

beneficiary or by the State Advocate or by any other person having

a lawful interest

Provided that in cases where the duty to inform a beneficiary of

his interest in a foundation has been suspended in terms of article 38

and until such suspension is in force, and in the absence of any

other person appointed to supervise the administration of a

f ou n da t io n , th e f o u nd e r o f a f ou n d a t i on m a y a l s o m a k e a n

application to the Court in terms of this sub-article. Whilst dealing

with such application the Court may determine whether the

suspension of rights to information as aforesaid be maintained in

force in full or in part for all or some of the beneficiaries.

(4)Where the Court makes an order for the appointment of an

administrator or administrators it may impose such conditions as it

thinks fit.

(5)Subject to any order of the Court, an administrator appointed

by the Court under this article shall have the same powers,

discretion and duties as if he had originally been appointed an

administrator by the deed of foundation.

(6)Where any Court makes an order on the demand of a

beneficiary who has been prejudiced as a result of bad faith on the

part of the administrator in the operation of a foundation, the Court

shall have the power to restore the position to what it would have

been had the action complained of not been taken or otherwise to

protect his interests.

(7)When a person domiciled in Malta is obliged to pay

maintenance in terms of this Code and is a beneficiary under a

beneficiary foundation, the Court shall have such powers as are

necessary to review the exercise of discretion by the administrator

to give due consideration to the rights of persons entitled to claim

maintenance.

44. (1) There shall be no appeal from any decree, order,

declaration or direction of the Court given under the provisions of

this Schedule except where the matter has been declared to be

contentious and the Court has, after the relevant proceedings have

been completed, rendered a judgement on any matter.

(2)Such decrees, orders, declarations, directions or judgements

shall remain in force until they are substituted or varied by the

Court in either its voluntary or contentious jurisdiction.

(3)During the hearing of an application before the Court the

administrator or applicant shall at the earliest opportunity disclose

to the Court all material facts known to him which may be relevant

to the application including the existence of any res judicata or

pending judicial action given or commenced in Malta or before a

foreign court.

(4)All applications to the Court shall be notified to the

administrator and the applicant shall furthermore notify all persons

who he considers having an interest in the subject matter of the

application. The Court shall have the power to order notification to

all other persons who it considers may have an interest as it deems

fit.

(5)The Court shall hear the administrator and any interested

parties as it considers appropriate.

(6)Without prejudice to any other power given to the Court by

virtue of the foregoing provisions of this article or of any other law,

where an administrator neglects or refuses to perform any duty or

to comply with any order of the Court, the Court may, on such

terms and conditions it may deem appropriate, order that the

required action be executed, made or done by such person as the

Court may appoint for the purpose, at the cost of the administrator

in default, or otherwise as the Court may direct; and anything so

executed, made or done shall operate and have effect for all

purposes as if it had been executed, made or done by the

administrator.

45. (1) All proceedings under these articles in relation to a

beneficiary foundation shall be held in camera and only the parties

to the proceedings, the administrators, the beneficiaries, if they

prove they have an interest in the proceedings to the satisfaction of

the Court, and their respective advocates and legal procurators shall

be allowed in Court during the hearings.

(2)Any decree or judgement of the Court shall preserve the

confidentiality of the proceedings and shall only reveal such facts

as may be necessary to make the same intelligible and enforceable

by the parties and the administrators.

(3)All applications, responses, affidavits, opinions, statements

and other documents or evidence shall be kept by the Registrar of

the Court in a confidential manner and no access shall be given

thereto except with the written consent of the Court.

(4)When information, or a document or information therein, is

considered to be confidential by a party to any proceedings in

relation to other parties to the proceedings it shall be lawful for the

Court to hear only such party prior to ordering the disclosure or

otherwise of such information and if the Court is satisfied that the

other party or parties to the proceedings have no interest in the

information considered to be confidential or that it has no bearing

on the matter being addressed by the proceedings, the Court shall

order that such information shall not be disclosed in the

proceedings.

(5)The provisions of this article shall apply only to beneficiary

foundations.

46. The Board established under article 29 of the Code of

Organization and Civil Procedure may make Rules of Court

concerning applications made under or in terms of this Sub-Title.

47. (1) It shall be lawful to convert a foundation into a trust

and a trust into a foundation

(a) with the consent in writing of

(i)

all trustees or administrators, as the case may be;

and

(ii) all beneficiaries with fixed interests under the

trusts or having similar rights under the

foundation; and

(iii) any other person appointed in the trust

instrument or deed of foundation, as the case

may be, whose consent may be required for the

taking of material decisions in relation to the

relevant assets; and

(b) by executing a deed of foundation or instrument of

trust in the appropriate form and with content so as to

faithfully reflect the intentions of the settlor of the

trusts or the founder of the foundation and the rights of

beneficiaries as the case may be.

(2)When a foundation is converted into a trust, the trustees of the

trust shall be bound to cancel the registration of the foundation

within thirty days of the receipt of all consents required in the

preceding sub-article and this by the filing with the Registrar of a

notice as may be prescribed.

(3)When a trust is converted into a foundation, the administrators

of the foundation shall be bound to execute a public deed and

consents required by this article and this by the filing with the

Registrar of the documents required by this Schedule.

(4)The provisions of this article shall apply mutatis mutandis to

(a) the conversion of a cell of a foundation into a trust,

whether relating only to the assets of such cell or by

incorporating the cell assets as a segregated patrimony

under an existing trust; and

(b) the conversion of a trust, or a segregated part thereof,

into a cell of a multi-cell foundation.

Sub-Title III

Of Associations

48. (1) When established for the promotion of a private benefit,

an association of persons shall be regulated by special laws mentioned

in this sub-article as the case may be, based on the purposes and legal

form chosen by its promoters, whether it is registered or not with the

Registrar: -

(a) the provisions of Title X of Part II of Book Second of

this Code relating to civil partnerships;

(b) the special laws relating to commercial partnerships;

(d) the special laws relating to unions and employer

associations;

(e) the special laws relating to co-operatives;

(f)

the provisions of special law, where promoting

ancillary or incidental private benefit, other than those

listed above;

(g) where there is no other special law which is

applicable, the provisions of this Sub-Title III "Of

Associations" other than those governing public

benefit organisations; or

(h) where for any reason the provisions of a special law

cease to apply to an association which continues to

exist, the provisions of this Schedule shall apply.

(2)The special laws referred to in sub-article (1) shall be

s up p l e m e nt e d b y t h e p r o vi s i o n s o f t h i s S c h e d u l e , w i th t he

exception of provisions which apply solely to public benefit

organisations in the form of associations

Provided that, where the provisions of this Schedule are not

consistent with the special laws, the special laws shall prevail.

(3)Where an association is governed in accordance with the

provisions of sub-article (1)(g) and irrespective of whether the

association is registered or not

(a) the provisions of the statute shall, in case of

inconsistency, prevail over the provisions of this Sub-

Title III "Of Associations" and the applicable

provisions of this Schedule except where such

provisions are mandatory;

(b) subject to the benefit of discussion of the assets of an

association, which must first be discussed, any

member shall be liable to third parties with whom the

association has contracted in proportion to his share in

the profits and losses or in proportion to his benefit or

other interests in such association, whichever is the

higher, unless

(i)

his liability has been varied in a contract entered

into with the third party, which contract shall not

bind other members of the association without

their consent; or

(ii)

such liability has been excluded or limited by

any provision of law;

other interests, is not determined on the basis of a

designated proportion, the liability of a member shall

be based on the proportion which his monetary

contribution bears to the total contributions of the

members.

The matters referred to in paragraphs (b) and (c) shall be

determined on the basis of express provisions in the statute and

absent any such provisions, the liability to third parties shall be

equally borne by the members and any private agreement among

members shall not affect the rights of third parties.

(4)If any member, for any reason, directly or indirectly, pays or

is subject to a liability greater than his proportional share as stated

in sub-article (3)(b) or (c), such member shall have a right of relief

against the other members proportional to their share, subject to

any agreement among the members or the provisions of the statute

on such matters.

(5)The Minister may make regulations in relation to associations

governed by the provisions of this Schedule for their better

governance and shall have the power

(a) to extend the application of specific provisions of

special laws regulating other types of associations to

such associations; and

(b) to introduce rules which apply when such associations

are registered with the Registrar, which rules may

establish different principles to those stated in sub-

article (3) for such registered associations; and

liability for the members for particular cases and

establish the conditions under which such limited

liability may be enjoyed.

48A. (1) When an association is established as a public benefit

organisation, it shall be governed by the provisions of this Sub-

Title III "Of Associations" and the applicable provisions of this

Schedule, with the exception of provisions of article 48.

(2)The provisions of the statute of such association shall, in case

of inconsistency, prevail over the provisions of this Sub-Title III

"Of Associations" and the applicable provisions of this Schedule

except where they are mandatory.

(3)The rules on liability of the members of such an association

towards third parties shall be governed by

(a) article 16 if the association is registered with the

Registrar; and

(b) article 17 if the association is not so registered.

(4)Where applicable the associations referred to in sub-article (1)

s h a l l a l s o b e r e g u l a t e d b y t h e p r o v i s i o n s o f t h e Vo l u n t a r y

Organisations Act.

(5)In the event that the statute of an association established as a

public benefit organisation does not contain any provisions relating

to amendments to such statute, if the Court is satisfied that

circumstances exist justifying a request made for such amendments

to be made to the statute, the Court may order

(a) any variation or addition to the statute;

(b) any variation to the purposes for which property may

be applied;

required for the effective achievement of the purposes

of the foundation or its administration; and

(d) any variation to achieve the re-organisation of the

structure of the foundation including its division into

two or more associations or legal organisations of a

similar nature.

(6)The Court shall not approve a request under the sub-article (5)

unless it is of the opinion that such amendment is, as far as

reasonably practicable, consistent with the spirit of the promoter’s

intention.

(7)Any variation approved by the Court shall be implemented by

an amendment to the statute and the administrators shall abide by

the formalities as may be prescribed in the statute, if any, and in

applicable law.

(8)Any application to the Court made under sub-article (5) above

may be made by the administrator, any person vested with such

power in the statute or by the State Advocate, as the case may be.

(9)The provisions of article 32(8) shall also apply to associations

mutatis mutandis.

49. (1) An agreement establishing an association shall be in

writing, on pain of nullity.

(2)The statute shall state the following for the association to be

eligible for registration

(a) the name;

(b) the registered address, in Malta;

(ii) the category of the association when the

association is a public benefit association as defined in

article 1(4);

(d) the method or process by which membership of the

association is granted to applicants;

(e) the mode of procedure during general meetings;

(f)

the composition of the board of administration and the

name, surname, identification, passport or registration

number as applicable, nationality and ordinary residence

of the administrators;

(g) the manner in which administrators are appointed or

elected to and removed from office;

(h) where there exist more than one board or committee in

virtue of the statute, the statute shall specify which board

or committee shall be the board of administration;

(i)

in case of an association, the administrators of which

are non-residents of Malta, the name and address of a

person ordinarily resident in Malta who has been

appointed to act as the local representative of the

association in Malta;

(j)

the term for which it is established, if any;

(k) when the category of the association is public benefit,

this shall be stated expressly in the constitutive

instrument and statute of the organisation.

(3)If no term is specified in the statute of the association, such

association shall be considered to be indefinite in duration.

(4)(a) The statute shall be signed by the associating persons and

any person subscribing to the statute after an association is

established shall be deemed to have consented to all the provisions

of the statute and all rules which may have been validly

promulgated by the association until such date. In the event that

more than three persons wish to establish an association, a

statement may be made of this fact in the statute and the signature

of three persons on behalf of all associating members stated in a

schedule to the statute shall be sufficient to indicate the consent of

all stated persons.

(b) Where an association is being established as a public

benefit association involving more than three persons

as promoters, the signature of three persons shall be

sufficient to indicate the consent of all other

associating members at the time of establishment.

CIVIL CODE

members shall be sufficient evidence of their consent

and notwithstanding the provisions of any other law, in

respect of the persons listed in the document

containing the list of all associating members, their

name, surname and identity card, passport number or

registration number, as applicable, shall suffice. A

declaration by the three persons that they are

authorised to act on behalf of all other associating

members shall be recorded under their signature

(d) When such association is constituted by public deed,

the Notary Public shall not be bound to ascertain that

the three persons have been authorised by the

associating members to appear on the deed but shall

rely on the document submitted to him by the three

persons containing a list of all associating members as

evidence of their consent. Notwithstanding the

provisions of any other law, in respect of the persons

listed in the document containing the list of all

associating members, their name, surname and identity

card, passport number or registration number, as

applicable, shall suffice.

(e) The Notary Public who receives any deed to which this

sub-article refers shall record in the deed a declaration

by the three persons that they are authorised by the

associating members to state their names, surnames

and identity card, passport number or registration

number, as applicable, in the document above referred

to and the said Notary Public shall warn the said three

persons of the importance of the truthfulness of such

declaration.

(f)

The document shall be attached to the statute by the

declarants or, if established by public deed, to the

public deed establishing the association.

(g) Any person named as an associating member in a

document as referred to above who claims that he did

not authorise the three persons to include his name and

surname and identity card, passport number or

registration number, as applicable, in the document

shall, within sixty (60) days of his becoming aware of

his inclusion in the document, be entitled to register a

declaration to that effect in the Register of the

association and in the lack of any written evidence to

the contrary which may be produced in case of dispute

on such matter he shall not be considered ever to have

been an associating member.

(5)The written consent of the administrators named in the statute

to act as administrators of the association must be delivered to the

Registrar prior to registration of any association.

50. (1) The statute of an association must clearly specify a

purpose.

(2)The assets of an association may originate from any lawful

business or activity and may consist of present or future assets of

any nature.

(3)Failure to specify a purpose shall result in the nullity of the

agreement and the Registrar shall not accept to register such an

association until such time as the purpose is clear and

unambiguous.

(4)The members of an association may add to the purpose for the

achievement of which the association was originally created, by

extending it to cover such other purposes of a similar nature as are

clearly set down in a second written instrument consented to by

such number of members as is necessary to amend the statute.

(5)A public benefit association may not have its purpose changed

or extended to other purposes which are not also public benefit

purposes and a non-profit-making association cannot change its

statute to an organisation promoting a private interest.

(6)A restriction on the number of members which is

proportionate to the physical and other resources of an association

from time to time or the existence of a membership committee with

the power to accept or refuse new members in an association, shall

not, on its own, imply that such association is one for private

benefit.

51. (1) Subject to the provisions of article 12(3), all associations

shall be eligible to register under the provisions of this Title.

(2) For the purpose of registration of an association an

authentic copy of the constitutive instrument is to be delivered to

and filed with the Registrar by the administrators.

(3)Where the association is created by a public deed an authentic

copy thereof may be delivered by the administrators provided for in

the said deed (when they have accepted to act as such) or the

Notary publishing the said deed and the delivery by any one of

them shall suffice.

(4)The document referred to in article 49(4) relating to the other

associating members, when such is t he case, at the time of

establishment shall also be delivered to the Registrar for registration.

(5)The name, surname and identity card or passport or

registration number, as applicable, of every person who joins an

association as a member after this has been established and, or

registered, shall be entered in a register of members which shall be

regularly updated. A record of the persons who leave the

association sh al l also be m ai ntained i n the said r eg ist er of

members.

(6)Such register of members shall not be registered with the

Registrar but this shall be without prejudice to the right of any

person, subject to Court authorisation, and to the right of the

Commissioner for Voluntary Organisations in the case of a

voluntary organisation, and to the right of the Malta Financial

Services Authority in the case of entities which are regulated or

which appear to be carrying out regulated activities for which it is

t h e c o m p e t e n t a u t h o r i t y u n d e r a p p l i c a b l e l a w, t o r e q u i r e

information about members subject to the provisions of applicable

law.

(7)Notwithstanding the preceding sub-article, in the case of a

public benefit organisation in the form of an association

(a) if it is registered with the Registrar, the register of

members may be registered by the Registrar at any

time upon the written request of the administrators and

shall be available to the public in all cases;

(b) the register of members shall always be accessible to

any member.

(8)On receipt of the documents mentioned in sub-articles (2) or

(3) together with the prescribed forms and any required

attachments, the Registrar shall register the association on being

satisfied that all the provisions of this Sub-Title have been

complied with.

52. (1) A general meeting for all members shall be convened

at least once every year. At this meeting the annual report and the

accounts of the association as approved by the administrators, as

well as the report of the auditors or reviewers, shall be presented

and discussed.

(2)Other meetings may be convened by the administrators

whenever they consider it necessary or when they have a request in

writing signed by at least ten per cent of the members. If the

administrators fail to convene a meeting when so requisitioned, the

Court can order the meeting to be held and shall state the time and

place of the meeting which shall be binding on the administrators.

(3)In the absence of specific provisions in the statute, at

meetings of the members, decisions shall be taken by the majority

of those present at the meeting except that

(a) when decisions are taken on the amendment of the

statute such decisions must be supported by at least

fifty-one per cent of all the registered members on the

basis of one vote per member;

(b) when decisions are taken to terminate the association

or to donate to another organisation all of its assets,

such decision must be supported by at least seventy-

five per cent of all the members; and

or matters involving the role or responsibilities of the

administrators, the administrators shall not be entitled

to vote.

(4)Members may appoint proxies to attend a general meeting on

their behalf and such proxy shall have the right to vote in addition

to his own if he is a member.

(5)When any members use their right to request a meeting in

terms of this article, it shall not be lawful for the administrators or

the association to dismiss, retire or otherwise limit or reduce the

rights of those members until after the holding of the requested

meeting.

53. (1) Unless otherwise stated or implied by the statute it

shall be presumed that the administrators must be members of the

organisation except in the case where the administrators are

engaged under a contract of employment.

(2)The provisions of article 35 shall mutatis mutandis apply to

administrators of associations except as herein provided.

(3)An association established for the promotion of a private

benefit may be administered by only one administrator and such

administrator may also be a registered legal organisation on

condition that such legal organisation has at least one administrator

in office.

(4)In the case of a private benefit association, the administrators

of the association may be appointed in any manner whether by

notice in writing from any member or class thereof, by elections

among the members, by designation to an office by the

administrators or otherwise as the statute may establish and for any

term or function, subject to the provisions of sub-article (5) for

indefinite appointments.

(5)In the case of a public benefit association the same rules shall

apply but notwithstanding the provisions of the statute

(a) the majority of the administrators shall be appointed

by means of elections among the members in general

meeting except where every member or every class of

members is each given the right to appoint and remove

an administrator or where the provisions of sub-article

(6) apply; and

(b) it shall be required that a majority of the

administrators shall be subject to confirmation by the

general meeting of the members at least once every

five (5) years

Provided that when the provisions of sub-article (6) apply, such

administrators as are appointed indefinitely shall not be subject to

such confirmation.

(6) When an administrator is appointed indefinitely, such

appointment shall imply a power of the general meeting to remove

such administrator at any time when it considers that he is unable to

carry out his functions due to health or under article 9

Provided that in case of disagreement on any of the matters

referred to in this sub-article, the administrator who is appointed

indefinitely may request the Court to issue such orders as it

considers appropriate after hearing the relevant persons.

54. (1) Members of associations are those persons who

(a) subscribe to the purposes of the association;

(b) meet the personal status or qualifications

for

membership as set out in the statute;

(d) pay such membership fee as may be applicable or

otherwise fulfil such conditions on participation as

may be required by the statute or rules of the

organisation; and

(e) are otherwise admitted by the membership committee

or a committee authorised by the general meeting of

members to admit new members, if any.

(2)Every person who is a member of an association shall be free

to leave the association and such member cannot be subjected to

any liability, other than for unpaid fees, on leaving an association

Provided that in an unregistered association, when a member

leaves the association, this does not affect his liability under the

applicable law for the period while he was a member but he shall

not be liable in relation to any activities of the association after

such time.

(3)If the number of paid up members of an association falls

below three, and in case of an association which may be established

between two person in accordance with article 27, falls below two, the

administrators are bound to proceed with a written call for payment

of dues to the members informing them that non-payment will lead

to termination under this provision and on the lapse of the said

period, with the winding up of the association under this Schedule.

(4)Any expulsion procedure in a statute, except for failure to pay

membership fees or to comply with other purely formal conditions

of membership, should cater for

(a) the non-participation of persons with an interest in a

dispute, in the decision to expel;

(b) the right of the member whose expulsion is sought to

make submissions to the persons who are empowered

to decide.

(5)If the statute of an association does not provide for the

procedures mentioned in sub-article (4), the administrators shall be

bound to implement a procedure which respects the rules stated in

the previous sub-article

Provided that when an organisation’s administrators are involved

in the dispute and cannot find independent members to adjudge a

motion of dismissal, reference shall be made to the Court on such

issue.

(6)The membership of a person in a public benefit organisation

established as an association is not transferable nor shall be subject to

inheritance. Members may not have patrimonial rights to the assets of

such an association except as permitted under the Vo lu n t a r y

Organisations Act and are not entitled to any compensation on

retirement or expulsion or on winding up of the association.

55.(1) The provisions of article 34 shall apply mutatis mutandis

to endowments, additional and new, to public benefit organisations

established as associations

Provided that endowments shall be subject to the written

acceptance of the administrators or as otherwise required by the

statute and such endowment, when accepted, shall imply that the

grantor has become a member of the organisation, unless otherwise

expressly agreed or provided for in the statute in relation to

endowments, with the same rights and obligations and otherwise in

accordance with the statute and the provisions of this Schedule.

(2)Membership fees are not endowments and shall not be treated

as such nor shall they be refundable except as expressly stated in

the statute.

(3)When an association has a private benefit, new or additional

endowments shall generally be considered to be contributions to

the capital of the association and the following rules shall apply

(a) an endowment shall be subject to the consent of the

administrators or as otherwise required by the statute;

(b) an endowment when accepted, shall constitute a

contribution in favour of the association and in favour

of the grantor who shall thereupon become a member,

and if he is already a member of the association, such

contribution shall be considered to be an additional

endowment to his initial endowment;

subject is not addressed in any agreement or the

statute, it shall be presumed that the contributions

shall be the basis of proportionality of all rights and

obligations within the organisation;

(d) the statute may regulate and establish rules, which may

be based on principles other than proportionality, on

the following matters

(i)

the rights of members in relation to their

contributions with regard to voting, sharing in

profits and losses and participation in capital on

dissolution;

(ii) participation in management of the organisation

and rights to be appointed or elected as and

appoint or elect administrators;

(iii) subject to the rights of third parties being

protected, the manner in which the contributions

of the members may be withdrawn or otherwise

paid back to them.

56. (1) An association shall exist until it is terminated in

accordance with the provisions of its statute or in terms of this Title

unless the members, upon being given thirty days’ written notice of

termination by the administrators, amend the statute to establish

other purposes to which the property of the association may be

dedicated.

(2)The termination of an association shall not affect or invalidate

lawful acts already carried out nor interrupt lawful acts in progress.

Nor shall termination affect lawful commitments made and not yet

fulfilled. Termination shall be suspended until such time as the

administrators certify to the Registrar that all lawful commitments

have been fulfilled.

(3)In the case of public benefit organisations established as

associations, subject to the provisions of the statute, any assets on

termination shall be donated or distributed by the administrators on

behalf of the association to -

(a) first to the founder, if the founder is another public

benefit organisation;

(b) if paragraph (a) does not apply, to another public

benefit organisation with the same or similar purposes

and features, or in default to any other organisation

with a social or public purpose

Provided that when the purposes are the advancement

of religion or the carrying out of a religious vocation

or there are indications in the original endowment that

this was intended for a religious organisation, to any

pious foundation or ecclesiastical entity, and in such

case of the appropriate denomination;

public benefit or utility when the Government has

granted the association a substantial part of its assets,

as the administrators or the members in general

meeting may determine in accordance with the

provisions of article 52(3)(b).

(4)In the case of associations established for a combination of

purposes, being partly private benefit and partly social or public

benefit, the assets shall be paid out to the members in such manner

that the assets reflecting the private benefit owned by the members

shall be paid to the members and the remaining assets shall be

disposed of in accordance with the provisions of sub-article (3), as

may be approved by the members in accordance with article

52(3)(b), and in case of disagreement as may be directed by the

Court.

(5)Termination of registration shall not imply the termination of

the association which shall occur only upon the express

determination to that effect by the members in accordance with the

statute of the association or, in the other cases of termination, as is

provided for in this Schedule.

Title IV

OF WINDING UP OF ORGANISATIONS

57. (1) An organisation may request the termination of its

registration by means of a written request signed by all its

administrators or as otherwise required by its statute, and rendering

a statement of accounts, declaring the assets and liabilities of the

o rg a n i s a t i o n a n d s t a t i n g h o w t h e y a r e t o b e d e a l t w i t h o n

termination of registration.

(2)The termination of registration shall not imply the winding up

of an organisation. Organisations may continue as unregistered

organisations subject to the application of the relevant rules of this

Schedule.

(3)Any interested party or any competent authority may, in

accordance with the provisions of this Title, apply to the Court for

t h e t e r m i n a t i o n o f r e g i s t r a t i on a n d , o r t h e c e s s a t i o n o f a n

organisation.

(4)The termination of registration of an organisation on the order

of the Court, o n t he basi s of groun ds wh ich im ply that th e

organisation may no longer operate, shall include an order by the

Court requiring the cessation of such organisation as a legal person

and as an organisation. In such a case such organisation may not

continue to exist as an unregistered organisation.

58. (1) Without prejudice to any special law regulating the form

or purpose of an organisation, an organisation may be wound up

voluntarily or by order of the Court.

(2)In this Sub-Title, the term "organisation" includes both those

organisations which are registered and those which are not.

59. (1) An organisation is wound up voluntarily by following

the procedures laid down in the statute of the organisation. Unless

otherwise stated, the winding up of an organisation shall require the

support of a majority of all members, in case of an association, or a

majority of all administrators, in case of a foundation

Provided that the local representative may also wind up the

organisation if he has not received any form of notification from any

of the administrators for a period which exceeds twenty-four (24)

consecutive months.

(2)A certified copy of a winding up resolution shall be delivered

to the Registrar within fourteen days from when it is passed.

(3)An organisation may be wound up voluntarily only if its

assets exceed its liabilities or its assets have been exhausted and all

its debts have been paid. The administrators shall prepare a scheme

of distribution of the remaining assets of the organisation which

shall be notified to the Registrar and all interested parties. It shall

require approval by members, or in case of foundations, by the

founder or the beneficiaries, as the case may be, or in their absence

the Registrar, before being implemented.

(4)Once the scheme of distribution is approved, the

administrators shall proceed to pay out the remaining assets of the

organisation in accordance with such scheme of distribution.

60. (1) In the absence of a clear statement in the statute of a

public benefit organisation, as to how assets are to be disposed of on

termination of the organisation, the administrators may apply for

directions and shall dispose of the assets as ordered by the Court.

(2)In case of dissolution and winding up of an organisation

established for a private benefit and in the absence of an indication in

the statute of how assets are to be distributed in case of winding up, the

assets shall be paid to the beneficiaries or members, or, to the founders

or promoters or their heirs at law after payment of all expenses, as may

be determined by the Court after hearing the proposals of the

administrators, the founders or promoters if alive, the beneficiaries or

members and any other interested parties, keeping in view the

intentions of the founder.

61. The administrators of an organisation shall be bound to

dissolve and wind up an organisation when the term for which it

has been created, if any, has expired or if its purpose has been

achieved or becomes impossible. The founder or members may

amend the statute at any time, even after such event, to remove the

reason for dissolution as stated by this article, in which case any

determination of the administrators and any dissolution

proceedings shall be terminated and shall have no effect.

62. (1) An organisation shall be wound up on order of the

Court, upon the application from any interested party, for reasons

valid at law in terms of its statute or this Schedule.

(2)The Court may order the winding up of an organisation on an

application to this effect if it considers it necessary in the public

interest or if the provisions of this Schedule or any other laws are

not being observed by the organisation and the Court considers the

situation to be so grave as to merit such an order, the ordinary

remedies for breach of laws not being sufficient in the

circumstances.

(3)In the case of a private interest foundation as defined under

article 31B, the power to request its winding up in terms of this

article shall be exercisable also by the Malta Financial Services

Authority.

(4)In the case of a public benefit organisation which makes public

collections, the power to request its winding up in terms of this

article shall be exercisable by any member of the public.

63. The Court shall outline the reasons for any order given under

the preceding article and steps to be taken in relation to all assets of

any relevant organisation, including the appointment of a liquidator

for such organisation. The administrators and any person interested

shall be entitled to appeal to the Court of Appeal within fifteen

days of any such order.

64. (1) If an organisation becomes insolvent or is undergoing

serious difficulties which impede the organisation from operating

and achieving its aims, the administrators shall cease operations

and notify the Registrar who shall immediately co-operate with the

administrators to appoint a liquidator to wind up the affairs in the

i nt e r e s t o f c r e di t o r s , t h e p r o m o t e r s o r b e n e f i c i a r i e s o f t h e

organisation and the organisation itself.

(2)In this Title "insolvency" shall mean the inability to pay its

debts when due and for three months after a debt is judicially

acknowledged or admitted or if it is proved to the satisfaction of the

Court that the organisation is unable to pay its debts, account being

taken of its assets and liabilities, including contingent and

prospective liabilities.

(3)If the organisation does not have any administrators for more

than six months and suitable persons are not appointed by the Court

on the application of any interested person, the Registrar shall

proceed to demand from the Court an order for the winding up of

the organisation and the appointment of a liquidator. In the case of

a private interest foundation as defined in article 31B such power to

apply to the Court shall also be vested in the Malta Financial

Services Authority.

(4)Upon such order, the liquidator shall take over all assets of the

organisation and shall notify all creditors, if necessary by means of

public notices, and shall seek appropriate solutions to any issue

which may arise. The liquidator shall have the power to dispose of

all assets and pay all debts, observing the ranking order of creditors

as provided by law in making payments to creditors.

(5)The liquidator shall consult the Court which shall give

directions from time to time for the resolution of disputes and the

distribution of assets. The liquidator and any creditor may apply to

the Court at any time for orders in the liquidation. The Court shall

have the power to give any orders it deems appropriate.

(6)The same rules shall mutatis mutandis apply in cases where

organisations have been found to be operating illegally or are

abandoned and the Registrar is unable to obtain the co-operation of

the administrators or other interested persons for the formal

winding up of the organisation.

65. On receipt of a declaration by the administrators or

liquidators or on otherwise being satisfied that all assets have been

appropriately exhausted as required by law and that all assets have

been distributed in accordance with the approved scheme of

distribution, the Registrar shall cancel the registration of the

organisation which shall thereby be struck off the Register of Legal

Persons and the organisation shall thereafter cease to exist.

66. Should it result that the assets or liabilities of an

organisation which has been cancelled were not determined or dealt

with, distributed, paid out or otherwise liquidated, the Court shall,

on the demand of any founder, the last serving administrators or any

member, have all necessary powers to revive the organisation, and

any cell thereof, only for the purpose of determining and dealing

with or paying out or liquidating such assets or liabilities.

67. The winding up of an organisation shall not affect the

continuing validity or effect of another organisation established by

it. In such a case the role of the founding organisation, if any, shall

be carried out by the successor in title of the organisation or by

such person or persons as may be appointed by the Court. For an

organisation to be wound up any segregated cells which may be in

existence must be wound up prior to the winding up of the

organisation.

68.(1) Where the Registrar has reasonable cause to believe that a

registered organisation is not in operation, he may send a letter by

post, to enquire whether the organisation is in operation.

(2)In the event that the Registrar is notified with the letter

referred to in sub-article (1), to the effect that the organisation is

not in operation, or does not within three (3) months of sending

such letter receive such notification from any administrator or any

member in the case of an association, he shall publish a notice in

the Gazette and in a daily newspaper that, at the expiration of three

months from the date of the last publication of the said notice, the

organisation, unless the Registrar is satisfied that cause has been

shown to the contrary and there are sufficient grounds that the

organisation is not defunct, shall be struck off the Register, and the

remaining assets of the organisation shall devolve in accordance

with the provisions of the Statute or in the absence of such statute,

in accordance to the provisions of this Schedule as would occur on

dissolution.

(3)If any creditor or any other interested party who feels

aggrieved by the fact that the name of the organisation has been

struck off the Register by virtue of this article, the Court, on an

application made by such creditor or any other interested party

before the expiration of five years from the publication of the

notice of the striking off provided for in sub-article (2) may, if

satisfied that there are sufficient grounds to revoke the Registrar’s

order to strike off the organisation, order that such name be

restored to the Register, and upon an official copy of the order

being delivered by the Registrar of the Courts to the Registrar for

registration, the organisation shall be deemed to have continued in

existence as if its name had not been struck off.

(4)Subject to the provisions of sub-article (3), the Court may

give such directions and make such provisions it deems appropriate

for placing the organisation and all other interested parties in the

same position as they were before the name of the organisation had

been struck off. The Registrar shall forthwith proceed to publish a

notice in the Gazette and in a daily newspaper circulating wholly or

mainly in Malta that the name of the organisation has been restored

to the Register.

(5)Notwithstanding that the name of the organisation has been

struck off the Register in terms of the preceding provisions of this

a r t i c l e , t h e l i a b i l i t y, i f a n y, o f e v e r y p r o m o t e r, f o u n d e r,

administrator, member, of the organisation shall continue and may

be enforced as if the name of the organisation had not been struck

off the Register.

69. Amendments to this Schedule introduced by means Act

XXXVI of 2018, requiring statements to be made in the

constitutive instrument or the statute of an organisation which were

not required prior to the coming into force of the aforementioned

Act, shall not be binding on those organisations which already

existed prior to the coming into force of the Act. Such

organisations are required to introduce such statements in their

constitutive instrument or statute in conformity with the provisions

of the Act XXXVI of 2018within five (5) years of the coming into

force of the Act XXXVI of 2018.

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