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act_1995_25 MT

XXV tal-1995

397 Articles / Provisions · Malta
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Table of Provisions (397)

Preambolu Art. 1 Second Schedule Art. 2 Third Schedule Art. 3 Fourth Schedule Art. 4 Sixth Schedule Art. 5 Seventh Schedule Art. 6 Eighth Schedule Tenth Schedule Art. 8 Art. 9 Art. 10 Art. 12 Art. 13 Art. 14 Art. 16 Art. 17 Art. 18 Art. 19 Art. 20 Art. 21 Art. 23 Art. 24 Art. 25 Art. 26 Art. 27 Art. 28 Art. 29 Art. 30 Art. 31 Art. 32 Art. 33 Art. 34 Art. 35 Art. 36 Art. 37 Art. 38 Art. 39 Art. 40 Art. 42 Art. 43 Art. 44 Art. 45 Art. 46 Art. 47 Art. 48 Art. 49 Art. 50 Art. 52 Art. 53 Art. 54 Art. 55 Art. 56 Art. 57 Art. 58 Art. 59 Art. 60 Art. 62 Art. 63 Art. 64 Art. 65 Art. 66 Art. 68 Art. 69 Art. 70 Art. 72 Art. 73 Art. 74 Art. 75 Art. 76 Art. 77 Art. 78 Art. 79 Art. 81 Art. 82 Art. 83 Art. 85 Art. 86 Art. 87 Art. 88 Art. 89 Art. 90 Art. 92 Art. 93 Art. 94 Art. 95 Art. 96 Art. 97 Art. 98 Art. 99 Art. 100 Art. 101 Art. 102 Art. 103 Art. 104 Art. 105 Art. 106 Art. 107 Art. 108 Art. 109 Art. 110 Art. 112 Art. 114 Art. 115 Art. 116 Art. 117 Art. 118 Art. 119 Art. 120 Art. 121 Art. 122 Art. 123 Art. 124 Art. 125 Art. 126 Art. 127 Art. 128 Art. 129 Art. 130 Art. 132 Art. 134 Art. 135 Art. 136 Art. 138 Art. 139 Art. 140 Art. 142 Art. 143 Art. 144 Art. 145 Art. 146 Art. 147 Art. 149 Art. 151 Art. 152 Art. 153 Art. 154 Art. 155 Art. 156 Art. 157 Art. 158 Art. 159 Art. 160 Art. 161 Art. 162 Art. 163 Art. 164 Art. 165 Art. 166 Art. 167 Art. 168 Art. 169 Art. 170 Art. 171 Art. 173 Art. 174 Art. 176 Art. 178 Art. 179 Art. 182 Art. 183 Art. 184 Art. 185 Art. 186 Art. 187 Art. 188 Art. 189 Art. 190 Art. 192 Art. 193 Art. 194 Art. 195 Art. 196 Art. 197 Art. 198 Art. 199 Art. 200 Art. 201 Art. 202 Art. 203 Art. 204 Art. 205 Art. 206 Art. 207 Art. 208 Art. 209 Art. 211 Art. 212 Art. 214 Art. 215 Art. 216 Art. 217 Art. 218 Art. 219 Art. 220 Art. 222 Art. 223 Art. 224 Art. 226 Art. 227 Art. 228 Art. 229 Art. 230 Art. 231 Art. 232 Art. 233 Art. 234 Art. 235 Art. 236 Art. 237 Art. 238 Art. 239 Art. 240 Art. 242 Art. 243 Art. 244 Art. 245 Art. 246 Art. 247 Art. 248 Art. 249 Art. 250 Art. 251 Art. 252 Art. 253 Art. 254 Art. 255 Art. 256 Art. 257 Art. 258 Art. 259 Art. 260 Art. 262 Art. 263 Art. 264 Art. 265 Art. 266 Art. 267 Art. 268 Art. 269 Art. 270 Art. 272 Art. 273 Art. 274 Art. 276 Art. 278 Art. 279 Art. 280 Art. 281 Art. 282 Art. 283 Art. 284 Art. 285 Art. 286 Art. 288 Art. 289 Art. 290 Art. 291 Art. 292 Art. 293 Art. 294 Art. 295 Art. 296 Art. 297 Art. 298 Art. 299 Art. 300 Art. 301 Art. 302 Art. 303 Art. 304 Art. 305 Art. 306 Art. 307 Art. 308 Art. 309 Art. 310 Art. 311 Art. 312 Art. 313 Art. 314 Art. 315 Art. 316 Art. 317 Art. 318 Art. 319 Art. 320 Art. 321 Art. 322 Art. 323 Art. 324 Art. 325 Art. 326 Art. 327 Art. 328 Art. 329 Art. 330 Art. 332 Art. 333 Art. 334 Art. 335 Art. 336 Art. 337 Art. 338 Art. 339 Art. 340 Art. 341 Art. 342 Art. 343 Art. 344 Art. 345 Art. 346 Art. 347 Art. 348 Art. 349 Art. 350 Art. 352 Art. 353 Art. 354 Art. 356 Art. 357 Art. 358 Art. 359 Art. 360 Art. 361 Art. 362 Art. 363 Art. 364 Art. 365 Art. 366 Art. 367 Art. 368 Art. 369 Art. 370 Art. 371 Art. 372 Art. 373 Art. 374 Art. 375 Art. 376 Art. 377 Art. 378 Art. 379 Art. 380 Art. 381 Art. 382 Art. 383 Art. 384 Art. 385 Art. 386 Art. 387 Art. 388 Art. 389 Art. 390 Art. 392 Art. 393 Art. 394 Art. 395 Art. 396 Art. 397 Art. 398 Art. 399 Art. 400 Art. 402 Art. 403 Art. 404 Art. 405 Art. 406 Art. 407 Art. 408 Art. 409 Art. 410 Art. 413 Art. 414 Art. 415 Art. 416 Art. 417 Art. 418 Art. 419 Art. 420 Art. 422 Art. 423 Art. 424 Art. 426 Art. 427 Art. 428 Art. 429 Art. 430 Art. 432 Art. 433 Art. 434 Art. 435

Statutory Text (397 Articles)

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Preambolu — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Supplinunt IIlI·Gazuna tal·G\I~m Ill' Ma/Ill, Nru. 16,166, 22 Ill' &tt~mbru, 1995

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IISS

AITTA' 1..-1995 DWAK IL-KUMPANNUI

Al'Tllniament la' I-Artikoli

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 1 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Tilo lu fil .qosor

TAQSIMA 1- DISPOtlZZJONUlET PRELlMINARI

2. Tifsir

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Second Schedule — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

(Section 90)

MATIERS TO BE SPECU' IED IN A PROSPECTUS AND REPORTS TO IJE

om

SET

THEREIN

(Chapter m of Title I or Pan V Mnd Chapter U of Part X of this Act)

PART 1- MATIERS TO BE SI'ECU'[ED

General rererences

I. (a) References herein 10 the issuing company are 10 the company referred

to in StaiOD 89 or section 39 1 of this Act as the case may be;

References 10 debt securities shall incl ude references 10 debentures

(b)

and to other securities similar in substance to debentures.

2. Where the prospectus relates to debt securities guaranteed by one or more

legal persons. the in formation required by this Schedule shall be produced bOlh with

respecllo the issuing company and with respect 10 the guarantor or guarantors. Where

the prospectus relates to convenible debt securities. exchangeable debt securities or

debt securities with warrants or to the warrants thcmselves. information shall also be

given with regard 10 Ihe nature of the shares or debt securities to which they confer

entitlement and the conditions of and procedures for conversion, exchange or

subscription. Where the issuing company of the convenible securities or warrants is

not the issuing company of the securities into which they can be converted. the

information required by this Schedule shall be produced boIh with respect to the

company which issues lhe convertible securities or warrnnts and the company which

issues the securities into which they can be convened.

General principles

3. The prospectus shall contain the information which. according 10 the

particular nature of the issuer and of the transferable securities offered to the public. is

necessary loenable investors to make an infonned assessmenl ofthe assets and liabilities.

financial position. profits and losses and prospects of the issuer and of the rig hts attaching

to the transferable securities.

4. Where certain information specified in this Schedule is found to be

inappropriate to the issuing company's sphere of activity or its legal fonn or to the

transferable securities being offered. equivalent information shall be drawn up where

cenain information specified in this Schedule is fou nd to be inapplicable (othe specific

issue or to the legal fonn or commercial nature of this issue, then the information

required need nol be provided so long as the prospectus makes specific reference 10 the

particular issue, stating that the infonnation is not being supplied and amplifying on

the reasons for so doing as appropriate.

5. If the period of e~i ste nce of the issuing company is less than any period for

which infonnalion is required by this Schedule, the information need be provided only

for the period of the company's existence.

Specific matters to be specified

6. Paragraphs 7 to 25 of this Pan contain the specific matters to be specified in

The persons responsible ror the prospectus

7. Names, fun ctions and declarations by the persons res ponsible for the

prospectus that to the best of their knowledge the infonnaIion contained in the prospectus

is in accordance with the facts and that the prospectus makes no omission likely to

affect its impon.

The ofTer 10 Ihe public

8. The following details of the offer, in so far as they are applicable to the type

of instrument on offer

the nature of the securities being offered;

the amount and purpose of the issue;

the number of securi ties issued and the rights anaching to the m

the income tax withheld at source;

the period during which the offer is open;

the time of the opening of the subscription lists;

the date on which entitlement to dividends or interest arises;

the persons underwriting or guaranteeing the offer;

an y restrictions on the free transferability of the securities being offered

and the markets on which they may be traded;

the establishments serving as paying agents;

methods of payment;

the procedure for the exercise of any right of pre-emption;

the methods of and time-limits for delivery or the securities; and

the system and dates for dosing of the register of me mbers or of

debentures, according to the case.

9. The amount or percentage value payable on application and allotment on

eac h share, and, in the case of a second or subsequent offer of shares the amount

offered for subscription on each previous allotment made within the two preceding

years, the amount actuall y allotted, and the amou nt, if any, paid on the shares so allotted.

10. The number. descri ption and amoun t of any shares in or debentures of the

compan y which any perso n has or is entitled to be given, an option to subscribe for,

together with the fo llowing partiCtllars of the option. that is to say

A

the period during which it is e:lOerci!>ilble;

the amount or percentage value to be paid for shares or debentures

subscribed for under it;

the consiclcr:uion, if any, given or to be given for it or for the right to it;

the names and addresses oCme persons to whom it or the right to it was

given or. if given to existing shru'ehokk:rs or debenture holders as such, the relevant

shares or debentures.

Details of the lssuing company

The followi ng details of the issuing company

Name

Registered office and registration number

Date of registration or incorporation

The company's legal form

The company's objects

The company's share capital

-

amount of me issued share capital;

-

the number and main particulars of the securities of which the

share capital consists and any pan of the slwe capital still to be paid up

-

the amount of any convertible debt securities. exchangeable debt

securities ordcbt securities with WlllTaI\ts and the procedures for conversion.

exchange or subscription

-

the number of founders or management or deferred shares, if any.

and me nature and extcnt of the interest of the holders in the property and

profits of the company;

-

the amount of the authorised share capital and the duration of the

authorisation for the directors to allot such capital ;

Where appropriate. the group of undenalcings to which the issuing

company belongs;

In so far as they are known. indiciltion of the shareholders who directly

or indirectly exercise or could exercise a detennining role in the management of

the company.

12. The number and amount of slwes and debentures which within the two

preceding years have been issued. or agreed to be issued. as fully or panly paid up

otherwise than in cash, and in the lauer case the extent to which they are so paid up.

and in either case the considernlion for which those shares or debentures have been

issued or are proposed or intendcd to be issued.

13. If the share capital of the company is divided intodifTerent classes of shares.

the right of voting lit meetings ortlle company confe rred by. and the rights ill respect of

share capital and dividends attached 10. the several classes of shares respectively.

The iss uing company's princlpal actlvltles

14. Description of the company's principal activities

where appropriate, any exceptional factors which have influenced

the company's activities;

any dependence on patents, licences or contraclS if these are of

fundamental importance;

infomwion regarding investments in progress where they are signiflCllllt

any legal proceedings havi ng an importa", effect OD the issuing

company's fi nanciaJ position.

The Issuing company's management

15. Names, addresses. fu nctions and remuneration of din:ctors.

16. The number of shares. if any, fIXed by lhe att;cles as the quaJiflCalion of a

director, and any provision in the articles as to remuneration of the directOR.

The purpose or the otTer a nd cost! already Inrulle<i

Particulars as to

17. the amount which. in the opinion of the directors, is to be raised by lhe

issue of the shares in order to provide the sums, or, if any part thereof is to be

defrayed in any other manner. the balance of the sums. required to be provided in

respect of each of the following matters

the purchase price of any property purchased or 10 be purchased which

is 10 be defrayed in whole or in part out of the proceeds of the issue;

any preliminary expenses payable by the company aDd MY conunission

so payable to any person in considernlion of his agreeing to subscribe for, or of

his procuring or agreeing to procure subscriptions for, any shares in lhe company

the repaymenl of any moneys borrowed by the compan y in respect of

any of the foregoing maners;

working capital : and

the amounts to be provided in respect of the matters aforesaid otherwise

than out of the proceeds of the issue and the sources oul of which those amounts

are 10 be provided.

18. In regard to any property purchased or acquired by the company or proposed

so 10 be purchased or acquired, which is to be paid for wholly or partly OUI of the

proceeds of the issue offered for subscriJOon by the prospec:tus. the following particulars.

A

-

the names and addresses of the vendors;

-

the amount paid or payable in cash, shares or debentures to the vendor,

specifying the amount, if any. in respect of goodwill. and. where there: is more

than one separare vendor, or the company is a sub-purclwer. the amount so payable

to each vendor,

-

brief particulars of any transaction relating to the propeny completed

within the two preceding years in which any vendorofthc propeny lothe company

or any person woo is.. or was at the time of the trnnsaction. a promoter or a director

of tbe company had any interest direct or indirect

Every person shall forthe purpose of this Schedule be deemed to be a vendor

who has entered into a contract. absolute or conditional, for the sale or purchase, or for

any option of purchase. of any propeny to be acquired by the company, in any case

where

the purchase money is not full y paid at the date of the issue of the

-

prospectus;

-

the purchase money is to be paid or satisfied wholly or in part out of the

proceeds of the issue offered for SUbscription by the prospectus;

the contract depends for its validity or fulfillment on the result of th.aJ.

issue.

In this paragraph the expression "vendor" includes agrantoron emphyteusis

and a lessor. the ellpression "sale" includes an emphyteutical grant and a lease. the

ellpression "purchase money" includes the consideration for the emphYleutical grant

or for the lease, and the expression "sub-purchaser" includes a sub-emphyteutal and a

sub-lessee.

19. In the caseofa company which has been earryingon business. orofa business

which has been camed on for less than three years, the length oftimc during which the

business of the company or the business to be acquired. as the case may be. has been

carried on.

Benents (or third parties and other expenditure

20. The amount. if any, paid within the two preceding years, or payable. as

commission. but not including commission to sub- underwriters for subscribing or

agreeing to subscribe, or procuring agreeing to procure subscriptions, for any shares in

or debentures of the company, or the rafe of any such commission.

21. The amount or estimated amount of preliminary expenses and the persons

by whom any of those ellpenses have been paid or are payable, and the amount or

estimated amount of the ellpenses of the issue and the persons by whom any of those

expenses have been paid or are payable.

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22. Any amount or benefit paid or given within the two preceding years or

intended to be paid or given 10 an y promoler, and the consideration for the payme nt or

the giving of the benefit.

23. The dates of, parties to, name of receiving notary, if any, and the general

nature of every material contract. not being a oonlJ'aCt entered into in the ordinary

cou~ of the business carried on or intended 10 be carried on by the company or a

contract entered into more than two years before the date of issue of the prospectus.

24. Full particulars of the nature and extent of the interests, ifany, of any director

in the promotion of, or in the propeny proposed to be acquired by. the company. or

where the interest of such a director consists in being a partner in a partnership or a

joint owner of a finn or other undenaking not being a company, the nature and extent

of the interest of the partnership. !inn or unden:lking with a statement of all sums paid

or agreed to be paid to him or partnership, finn or undenaking in cash or shares or

otherwise by any person either 10 induce him to become. or to qualify him as, a director,

or otherwise for services rendered by him or partnership, finn or undenaking 111

connection with the promolion or fonna\ion of the company.

Olher slgnincanl inrormation

25 . Other significant infonnation to be provided includes

-

to the utent that such infonnruion would have a significant impact on

any assessment that might be made of the company. recen t developments in its

business and pros pects;

-

the most significant recent trends concerning the development of the

company's business since the end of the preceding acco unting period;

-

information on the company's prospects for at least the current

accounting period.

I'A.KT 11 -

REPORTS TO BE SET OUT

26. (I) The prospectus shnll set OUl n repon by the nuditors of the company

with respect to -

(a) the profits and losses of the company in respect of each of the three

accounting periodS, or where the company has been carrying on business for less

thnn three accounting periods, in respect of each of such periods, immediately

preceding the issue of the prospectus; and

(b) the assets and liabilities of lhe company at the last date to which the

annual accounts of the company were made up; and

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(c) the rates ofthe dividends, if any, paid up by the company in respect of

each class of shares in respect of each of the three accollnting periods, or slIch

less nllmber of periods as aforesaid, immediately preceding the issue of the

prospectus, giving paniculars of each such class of shares on which such dividends

have been paid and particulars of the cases in which no dividends have been paid

in respect of any class of shares in respect of any of those periods,

and, if no annual accounts have been made up in respect of any part of the three

accounting periods or of such lesser periods as aforesaid, ending on a date three months

before the issue of the prospectus, containing a stalement of that fact.

(2)

If the company has subsidiary undertaki ngs, the reports shall -

(a) deal separately with the company's profits or losses as provided by

sub-parngrnph (I) (a) of this paragraph, and in addition deal either-

as a whole with the combined profits or losses of its subsidiary

(i)

undertakings, so far as they concern members of the company, or

individually with the profits or losses of each of its subsidiary

(ii)

undertakings, so far as they concern members of the company,

or, instead of dealing separately with the company's profits or losses, deal as a

whole with the profits or lossesofthe company and, so far as they concern members

ofthe compan y, with thecombined profilS and losses ofits subsidiary undertakings;

~d

deal separately with the company's assets and liabilities as provided by

(b)

sub-parngraph (I ) (b) of this paragraph, and in addition deal eithe r -

(i) as a whole with the combined asse ts and liabilities of its subsidiary

undertakings, with or without the company's asselS and liabilities, or

(ii) individually with the assets and liabilities of each ofi lS subsidiary

undertakings,

indicating, as respects the assets and liabilities of its subsidiary undertakings, the

allowance to be made for persons other than members of the company.

27. If the proceeds of the issue of the shares or debentures are to be applied

directly or indirectly in the purchase of any business, or any pan of the proceeds of the

issue is to be so applied, there shall be set out in the prospectus a report made by an

accountant upon -

(a) the profits or losses of the business in respect of each of the three

accounting periods, or where the business has been carried on for less than three

accounting periods. in respect of each of such periods. immediately preceding the

issue of the prospectus, and

the assets and liabilities of the business at the last dllle 10 which the

(b)

annual accounts of the business were made up.

28. ( I) The provisions of sub-paragraphs (2) and (3) of this paragraph shall

apply -

(a) the proceeds of the issue are \0 be applied directly or indirectly in any

manner resulting in the acquisition by the company of shares in any other

undertaking. or any part of lhe proreeds is to be so applied, and

(b) by reason or that acquisition or anything to be done in consequence of.

ar in connection with it. that undenaking will become a subsidiary undert.aking of

the com pany.

(2) There shall be set QuI in the prospectus a repon made by an accountant

"pon -

the profits or losses of the other undenakin g in respect of each of the

(3)

th ree accounting periods or where such other undenaking has been carrying on

business for less than thnx: accounting periods. in respect of each of such periods.

immediately preceding the issue of the prospectus, and

the assets and liabilities of the other undenaking at the last dale to

(b)

which its annual accounts were made up.

The repon shall -

(3)

(a) indicate how the profits or losses of the other undcnaking would in

respect of the shares It) be acquired have concerned members of the company and

what allowance would have fallen to be made, in relation to assets and liabilites

so dealt with. for holders of other shares. if the company had at all material times

held the shares to be acquired, and

(b) wherethc~ unden.nlcing is a parent unclenalcing, deal with the profits

or losses and the assets and liabilities of the undenaking and its subsidiary

undenakings in the manner provided by sub·paragraph (2) ofparngruph 26 Oflhis

Pan in relation to the compan y and its subsidiary unclenakings.

29. The expression "aCt:ounting period" in this Pan means the year in respect of

whic h the annual 3Ct:ounlS of the company. the undenaking or the business. as the case

may be, are made up: and where by reason of any alteration of the date on which the

accounting period of the company. undertaking or business terminates the annual

accounts have been made up for a period greater or less than one year. that greater or

less period is for the purpose of Ihis Pan deemed 10 be an accounting period.

30. Any repon required by this Pan shall either indicate by way of nOle any

adjusunents as respects the fi gures of any profits or losses or assets and liabilities dealt

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with by the report which appear to the persons making the report necessary. or shall

make those adjustments and indicate that adj ustments have been made.

31. ( \) A repon required by paragraph 27 or 28 of this Part shall be made by

an accountant who

(a) is an individual who holds a warrant to act as accountant issued under

theAccountancy Profession Act, or is Ii partnership of accountants duly registered

under the said Act: and

is not disqualified in terms of paragraphs (a) and (b) of section 153 of

(b)

this Act.

The: accountant making any report required fortlle purposes of paragraph

(2)

27 or 28 of this Pan shall be named in the prospectus.

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Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 2 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

lnterpretation

Rererences in other Acts

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Third Schedule — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

(Metion 167)

FORM AND CONTENT OF INDIVID UAL ACCOUNTS

PART I -GENERAL RULES AND FORMATS

General rules

I. ( I)

Subject to the following provisions of this Schedule -

(a) every balance sheet of a company shall show the items listed in either

of the balnnce sheet fennalS set OUI immediately follow;ng paragraph 13 of this

Sc~ul e; and

(b) every profit and loss account of a company shall show the items listed

in any one of the profit and loss account (onnals set out immediately following

the balance sheet (onnalS;

in either case in the order and under the headings and sub-headings given in the format

adopled. Formis purpose the words in brackets agai nst the headings, the sub-headings

and the ite ms are explanatory and do nOl have 10 be reproduced in the individual

accounts.

(2) Sub-panigraph ( I) of this paragraph is nOl to be read as requiring any

item. or the heading or sub.heading for any item, to be distinguished by any letter or

number assig ned thereto in the fonnat adopted.

2. ( I) Where in acco rdance wit h paragraph I of this Schedule a company's

balance sheet or profit and loss account for any accounting period has been prepared

by reference to one of the fonnats set out herein. the directon; of the company shall

adopt the same fonnat in preparing the individual accounts for subsequent accounting

periods of the company unless in their opinion there are special reasons for a change.

(2) Particulars of any change in the formal adopted in preparing acompany's

balance sheet Of profit and loss account in accordance with parngroph I of this Schedule

shall be disclosed, and the mlSOnS for the change shall be explained, in the notes to

the accounts drown up when the new format is firsl adopted.

3. ( I) Any item required in accordance with paragraph I of this Schedule to

be shown in a company's balance sheet or profit and loss account may be shown in

greater detail than required by the format adopted.

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(2)

A company's balance sheet or profit and loss account may include an

item representing or covering the amount of any asset or liability. income or expenditure

no!: otherwisecovered by any o(the items listed in the fo rmal adopted, but the followi ng

shall not be treated as assets in a company's balance sheet -

(a )

expenses of and commission on any issue of shares or debentu res: and

costs of researc h.

(b)

Any additional items as aforesaid shall be included under either an existing

heading or sub-heading or under a new heading or sub-heading as appropriate.

(3) The layout. nomenclature and tcnninology of items in the balance sheet

and profit and loss account that are preceded by Ambic numerals shall be adapted

where the special nature of an undenaking so requires.

Items to which Arabic numbers are assig ned in any of tile fannats set

(4)

out herein may be combined in a company's individual accounts for any accounting

period if either -

(a) their individual amounts are not material to assessing the state of affairs

or profit or loss of the company for that accounting period: or

(b)

the combination facilitates that assessment

but where paragraph (b) of this sub-paragraph applies. the individual amo unts of any

items so combined shall be disclosed in the notes to the accounts.

Save where there is a corresponding item for the preceding accounting

(5)

period. a balance sheet or profit and loss account item for which there is no amount

shall not be shown. In such case. the heading or subheading in respect of lhal item shall

also not be shown if thtlt item is the only one under such heading of sub-heading.

( I) In respect of every item shown in a company's balance sheet or profit

4. and loss acco unt or in the nOles 10 the accounts, there shall also he shown the

corresponding amount for the acco unting period immediately preceding thtlt to which

the indi vidual accounts relate.

Where tlw com:sponding amount is nO( comparable wi th the amo unt

(2)

to be shown for the item in question in respect of the accounting period 10 which the

individual accounts relate, the former amount shall be adjusted and particulars of the

adjuslfTlent and the reasons for it shall be disclosed in the notes 10 the accounts. Such

oojustmenlS shall be made in accordance with generally accepted accounting principles

and practice.

5. Save as otherwise provided in this Schedule. or as may be pennittcd by

generally accepted accounting principles and practicc. any set-ofT betwccn asset and

liability items. or between income and expenditure items. shall be prohibited.

A

6. (I) In determining whether particular assets are to be shown as fixed assets

or current assets reference shall be made to the purpose for which they are intended.

(2) Fixed assets shall comprise those assets which are intended to be held

on a continuing basis in connection with the undenaking's activities.

(3) Where an asset or liability relates to more than one layout item, its

relationship to the other ite m or items shall be disclosed either under the item where

it appears or in the notes to the accounts, if such disclosure is essential to the

comprehension of the individual accounts.

(4) Own shares and shares in group unden.a1:ings may be shown only under

the items prescribed for that purpose.

7. ( I) "Provisions for liabilities or charges" are intended to cover losses or

debts the nature of which is clearly defined and which at the date of the balance sheet

are either likely to be incum:d, Of cenain 10 be incurred but uncenain as to amount or

a~ 10 the date on which they will arise.

(2) "Provisions for liabilities or charges" may nOI be used to adjust lhe

values of assets.

8. (1) "Associated undenaking" shall have Ihe meaning assigned 10 it by

paragro.ph 21 of the Founh Schedule to this Act.

(2) ''Turnover'' shall comprise the amounts derived from the sale of products

and the provision of services falli ng within the company's ordinary activities, after

deduction of sales rebates and taxes directly linked to the turnover.

9. (I) Income and charges that arise otherwise than in the coune of the

company's ordinary activities shall be shown under "Extraordinary Income" and

"Extraordinary Charges".

(2) Unless Ihe income and charges referred to in sub-paragrap h ( I) hereof

are immaterial for the assessment of the results. explanations of their amount and nature

ghaJl be given in the notes 10 lhe accounts. The same shal.l apply 10 income and

charges relating to another accounting period.

10. (1) Every profit and loss accou nt of a compan y shall show the amou nt of

the compan y's profit or loss on ordinary activi ties before taxation.

(2) Taxes on the profit or loss on ordinary activities and taxes on the

utrnordinary profil or loss may be shown in total as one item in the profit and loss

account before "Other Taxes not shown under the above items". In such a case,

··Profit or Loss on Ordinary Activities afte r Taxation" shall be omitted from the profit

and loss accou nt layouts prescribed in Ihis Schedule.

A

(3) Where this derogation i!l applied there shall be disclosed in the noteS 10

lhc accounts the cxtenllO which the taxes on the profit or loss affect the profit or loss

on ordinary activities and the cxtrnoroinary profit Of loss.

11 . Every profit and iossacx:ounl of a company shall show separntcly asaddil;ooal

items

any amount set aside or proposed to ~ set as ide 10. or withdrawn or

(a)

proposed 10 be withdrawn from, reserves; and

the aggregate amounts of -

(b)

any dividends paid: and

(i)

any dividends proposed.

(ii)

The provisions of this Schedule shall be interpreted by reference to

12. ( I)

the application of generally accepted accounting principk:s and practice to give a true

and fair view within the meaning of subsection (3) of section 167 of this Ac!.

(2) Amounts which in the particular context of any provi sion o f t his

Schedul e are not material may be disregarded for the purposes of that provision.

Requll"fd (ormats for acrounts

References in this Schedule to the items listed in any ofthc: (annalS set out

13. below are to those items read together with any of the notes in the formats which apply

to any of those items, and the requirement imposed by paragraph I to show the items

listed in any such fonnat in the order adopted in the format is SUbject to any provision

in those notes for alternative positions for an y panieular items.

FORMAT I

BALANCE SHEET .' ORMATS -

A. Called Up issued share capital not Paid (may be shown in either of the two

positions herein)

B.

Formation Expenses (may be shown as the first item under " [ntangible

Assets" )

C.

Fixed Assets

I.

Intangible Assets

I. Development costs

2. Concessions. patents. licences. trade marks and similar rights and assets

(if these were acquired for valuab\c considcralion and arc: no( 10 be shown undc:J goodwiU

or these: were created by the company itsell)

3. Goodwill (only 10 the utenl that Ihis was acquired for valuable

considerotion)

4. Payments on account

11 . Tllllgible Assets

Land and buildings (including all rights on immovable)

2. Plant and machinery

Other fIXtures. fillings. lools and equipment

3.

4. Payments on accQUnl and UlIlgiblc assets in the cowse of construction

Ill. Financial Assets

Shares in group undertakings

1.

2. Loans to group undertakings

3. S~ in associated undertakings

4. Loans 10 associated undertakings

5. Other investmen ts other than loans

6. Other loans

Own shates (Ihe nominal value of the shares held shall be shown

7. separately in the notes 10 the accounts)

D. Current Assets

Stocks

Raw materials and consumables

2. Work in progress

3. Finished goods and goods for resale

4. Payments on account

11. Debtors (The amounl fall ing due after more than one year shall be shown

sc paralcly for each item included under dcbcors)

1. Trade debtors

2. Amounts owed by grou p undertakings

3. Amounts owed by associated undertakings

4. Other debl:ors

S. Called up issued share capitalllOl paid (may be shown in either or the

two positions hert:in)

6. Prepayments and accrued income (may be shown in either or the two

positions hert:in)

A

Ill.

Investments

L Shares in group undertakings

2. Own shares (the nom inal value of the shares held shall be shown

separately in the notes to the accounts)

3. Other investments

Cash at Bank and in Hand

IV.

E. Prepayments andAccroed Income (may be shown in either of the two positions

herein)

F.

Creditors: Amounts falling due within One Year

I.

Debenture loans (the aroounl of any convertible loans shall be shown

scparately in the nOles to the accounts)

2. Bank loans and overdrafts

3. Payments received on account (payments received on account of orders

shall be shown here in so far as they are not shown as deductions from stocks)

4. Tmde creditors

5. Bills of exchange payable

6. Amounts owed to group undertakings

7. Amounts owed to associated undenakings

Other creditors including taxation and social securi ty (the amounts for

8. creditors in respect of taxation and social security shall be shown separately from

the amount for other CredilOfS)

9. Accruals and deferred income

G.

Net Curre nt Asscts/Liabililies (i n detennining the amo unt 10 be shown for

this item any amounts shown under "prepayments and accrued income" shall be taken

into account wherever shown)

H. Total Assets less CUfT'Cnt Liabilities

I. Creditors: AmotInts Falling due after more than One Year

I. Debenture loans (the amount of any convertible loans shall be shown

separately in the nOlCSto the accounts)

2. Bank loans and overdrafts

3. Payments received on account (payments received on account of orders

shall be shown here in so far as they are not shown as deductions from stocks)

4. Trade creditors

5. Bills of exchange payable

6. Amounts owed to group undertakings

7. Amounts owed to associated undertakings

A

1"'"

8, Other creditors incl uding IU.Blion and social security (the amounts (or

crediton in respect of taxation and social security shall be shown scparntely from

the amount for other cltdillxs)

9. Accruals and deferred income

J.

Provisions for Liabilities and Charges

I. Pensions and similar obligations

2. Taxation, including deferred raxation

3. Other provisions

K. Capital and Reserves

Cal led Up Issued Share Capital (in addi tion. the amount of the issued share

I.

capital and the amount of the called up issued s!tan: capital which has been paid up

shall be shown separately in the notes to the accounts)

11. Share Premium Account

Ill .

Revaluation Reserve

. IV. Other Reserves

1. Capital redemption reserve

2. Reserve for own shares

Reserves provided for by the anitles of aosocialion

3.

4. Othe r reserves

Profit and Loss Account

V.

BALANCE SHEll . 'ORltIATS -

}o'O RMAT 1

ASSETS

Called Up Issued S hare Capital not Paid (may be shown in eithe r of the

A.

two positions herein)

B. Formation Expenses (may be shown as the first item under ~ I nlangible

AsseLf')

C.

Fixed Assets

I.

Intangible Assets

,.

Development COSIS

A

Concessions, patenU, liccnccs, lrade marks and simillll rights and assets

2. (if these were acquired for valuable consideration and are not 10 be show n under

goodwill or if these were created by the company itself)

3. Goodw ill (onl y 10 the exte nt that thi s was acquired fo r valuabl e

consideration)

4. Payments on account

Tangible Assets

Land and buildings (including all rights on immovables)

2. Plant and machinery

Other fixtures, fillin gs, lools and equipment

3.

4. Payments on account and tangible assets in the co urse of constructio n

FInancial Assets

Shares in group undcnakings

2. Loans 10 group undertakings

3. Shares in associated undenakings

Loans 10 associated undertakin gs

4. Other investments other than loans

6. Other loans

Own shares (the nominal value of shares held shall be shown separately)

7. Current Assets

Stocks

I. Raw materials and consumahJes

2. Work in progress

finished goods and goods for resale

3.

4. Payments on account

11. Debtors (the amount falling due after more than one year shall be shown

separately for each ite m included under debtors)

i . Trade debtors

2, Amounts owed by group undertakings

3. Amounts owed by associated undertakings

4. Other debtors

5. Called up issued share capitai not paid (may be shown in either of the

two positions herein )

6. Pre paymen ts and accrued income (may be shown in either of the two

positions herein)

A

lI l.

Investments

I.

Shares in group undertakings

Own shares (the nominal val ue of the shares he ld shaJl be shown

2. separarely)

J. Other investments

IV.

Cash at Bank and in Hand

E. Prepayments andAcauc:d Income (may be shown in eitherofthe two positions

herein )

LIAB ILITIES

A. Capital and Reserves

I. Called Up Issued Sh:w Capital (in add ition, the amount of the issued share

capital and the amount of the called up issued share capital which has boeu paid up

shall be shown separaleiy)

11. Share Pn:mium Account

Ill.

RevaluaLion Reserve

IV.

Other Reserves

Capital redemption reserve

I.

2. Reserve for own shares

3. Reserves provided for by the articles of association

4. Other reserves

Profit and Loss A ccount

V.

8 . Provisions for Liabilities and Charges

I. Pensions and similar obligations

2. Tuatlon. including deferred warion

3. Other provisions

C. Creditors (amounts fal ling due within one year and after one year shall be

shown separately (orellch of these items and their aggregate shall be shown separately

for all o(lhese items in the notes to the accounts)

1. Debenture loans (the amounts of any convertible loans shall be shown

sepanucly in the n()(CS 10 the accounts)

A

IIDl

2 Bank loans and overdrafts

3 Payments rea:ived on account (payments received on accou nt of orders

shall be shown here in so far as they are noc shown as deductions from stocks)

Trade creditors

Bills of exchange payable

Amounts owed to group undertakings

Amou nts owed to associated undertakings

8 Other creditors including taxation and social securit y (the amount for

creditors in respect oftaxalion and social security shall be shown separately from

the amount for other creditors)

9 Accruals and defem:d income (may be shown in either of the twO positions

herein)

D. Accruals and [)Cfem:d Income (may be shown in either of the two positions

herein)

PROFIT AND LOSS ACCOUNT FORMATS -

FORMAT 1

I . Turnover

2. Cost of sales (after taking inlO account any necessary provisions for

depreciation or diminution in the value of assets)

3. Gross profit or loss

4. Distribution costs (after taking into account any necessary provisions for

depreciation or diminution in the value of assets)

5. Administrative expenses (after laking into account any necessary provisions

for depreciation or diminution in the value of assets)

6. Other opernting income

7. lnoome from shares in group undenakings

8. Income from shares in associated undertaki ngs

9. Income from other financial fixed assetS (income, incl uding interest, derived

from group undertakings shall be shown separately from income derived from other

""'=)

10. Other interest receivable and similar income (interest and similar income

derived from group undertaki ngs shall be shown separately from that derived from

ocher sources)

11 . Amounts wrilten off in respecl of fi nancial fi~ed assets and investments

held IlS current assets

12. In terest payable and simi lar c harges (the amo unt payable to group

un dertakings shall be shown separ.ucly)

13. Tax on profit or loss o n ordinary activities

14. Profit or loss on ordi nary activities after taxati on

IS. &trnordinary income

16. & tmon:linarycharges

&traordinary pro fit or loss

17.

18. Tu on extraordinary profit or loss

19. Other tlUes not shown under the above items

20. Profit or loss for the account ing pe riod

The amount of an y provisions for depreciat;oo and diminut;oo in the value of

tangible and intangible fixed assets. including fomntion expenses, railing to be shown

under items 7(a) and A. 4(a) respect ively in Fonnats 2 and 4 shall be disclosed in the

notes 10 the accou nts in any case where tbe profit and loss account is prepared by

rererence to this Fonnat.

PRonT AND I.OSS ACCOUNT ,,' ORMATS - FORMAT:Z

I. Turnover

2. Change in stocks of finished goods and in work in progress

Own wOft capilaliscd

3.

4. Other operatin g income

S.

(a) Raw materials and consumables

(b) Other ex temal charges

6. Staff costs

(a) wages and salaries

(b) social security costs

(c) other pension C05ts

A

7. Depreciation and otheramounts written offrongible and intangible fixed

(a)

assets, including formation expenses

Exceptional amounts written off CURent assets

(b)

8. Other opemting charges

Income from shares in group undertakings

9.

10. lncome from shares in associated undertakings

11. Income from Ol.her financial rued assets (income, including interest. derived

from group undertakings shall be shown separately from income derived from other

... = )

12. Other interest ~ivable and similar income (interest and similar income

derived from group undertakings shall be shown separately from that derived from

O(her sources)

13. Amounts written off in respect of financial fixed assets and investments

held as current assets

14. Interest payable and s imilar charges (the amo unt payable to group

undertakings shall be shown separately)

IS.

Tu: on profit or loss on ordinary activities

16. Profit or loss on ordinary activities after taxation

17. EJttraordinary income

18. EJttraordinary charges

19. EJtuaoroinary profit or loss

20. Tu: on eJttraoroinary profit or loss

21 . Other taJtes not shown under the above items

22. Profit or loss for the accounting period

PROFIT AND LOSS ACCOUNT FORMATS -

FORMAT 3

A. Charges

L Cost of sales (after taking into account any necessary provisions for

depreciation or diminution in the value of assets)

Distribution costs (after taking into account any oecessary provisions

2. for depreciation or diminution in the value of assets)

3. Administrati ve expenses (after taking inlo account any necessary

provisions for depreciation or diminution in the value of assets)

4. Amounts wriuen off in respect of financial fixed assets and invesunents

hekl as current assets

Interest payable and similar charges (the amount payable to group

undertakings shall be shown scparolely)

Tax on profit or loss on ordinary activities

6. Profit or loss on ordinary activities after taxation

7.

8. Extraordinary charges

9. TlU on extraordinary profit or loss

10. Other IlUes not shown under the above items

Profit or loss for the accounting period

11. Income

Turnover

2. Other operating income

3. Income from shares in group undertal:.ings

4. Income from shares in associllted undertakings

S. Income from other financial fixed assets (income. including interest.

derived from group undertakings shall be shown separately from income derived

from other sources)

6. Other interest receivable and similar income (interest and similar income

derived from group undertakings shall be shown separ:itely from that derived

from other sources)

Profit or loss on ordinary activities after taxation

7. A

'835

8. Extraordinary income

Profit or loss for the accounting period

9. The amount of any provisions for dcpreciuioa and diminution in the value of

tangible and intangible fixed assets, including formation expenses, falling 10 be shown

under items 7 (a) and A. 4(.) respectively in Formats 2 and 4 shall be disclosed in the

notes to the accounts in an y case where the profit and loss ICCOUnl is prepared by

reference to this Format.

PRom AND WSS ACCOUNT FORMATS - FORMAT 4

A. Olarges

Reduction in stocks of finished goods and in woct in progress

I.

2. <a> Raw materiaJs and consumables

Other external charges

(b)

3. Staff COSts

<a>

wages and salaries

socia] security costs

(b)

(c) other pension costs

4. (a) Depreciation and other amounts wrincn ofi"langible and intangible fixed

assets. including formation ClIPCnses

Exceptional amounts written off' current asscu

(b)

S. Other operating charges

6. Amounts written offin respect of financial fued assets and investmen ts he ld

as cumnt assets

(nteres!: payable and similar charges (the amount payable to group undertakings

7. shall be shown separately)

Tax on profit or loss on ordinary activities

8.

9. Profit or loss 00 ordinary activities after WaliOD

A

10. ElI:troon:linary chruges

11. Tu on c.'I:traordinary profit or loss

12. Other taxcs not shown under the above items

Profit or loss for the accounting period

\3.

B. Income

I. TurnovCf

2. IncR:ase in stocks of finished goods and in work in progress

3. Own work capitalised

4. Othc:r operating income

S.

Income from shares in group undertakings

6. Income from shares in associ rucd uOOenakings

7. Income (rom other financial fill:cd assets (income. including intcrest. derived

from group UndettalriDgs shall be shown sepanucly from income derived from other

sources)

8. Other interest receivable and similar income (interest and similar income

de rived from group undenakings shall be shown separately from that derived from

()(her sources)

9. Profit or loss on ordinary activities after taxation

10. Extraordinary income

Profit or loss for the accounting period

11 .

PA.KT n - ACCOUNTlNG PRlNCIPLES AND RULES

A«ounting princ:lples

14. Items shown in the individual accou nts shall be valued in accordance with

the (ollowing general principles -

(a) the compan y must be presumed 10 be carrying on its busiocss as a going

concern

A

(b) the methods of valualion mUSI be applied consistenlly from one

accounting period 10 another;

(c) valuation musl be made on a prudent basis. and in particular

(i) only profits realised RI the balance sheel date may be included in

the profit and loss account,

(ii) account shaH be laken of all foreseeable liabilities and potential

losses arising in the COU~ of the "COOIInting period concerned or of a previous

one, even if such liabilities or losses become apparent only between lhe date

of the balance sheet and the dale on which it is drawn up,

(iii) account must be taken of all depreciation whether Ihe result of

the accounting period_ is a loss or a profit;

(d) accoont must be taken of income and charges relating 10 the accounting

period. irrespective of the date of receipt or payment of such income or charges;

(e) the components of asset and liability items must be valued separarely;

the opening balance sbeel for each accounting period must correspond

(t)

10 the closing balance sheel for the preceding accounting period.

HIstorical tost attOUDting rules

1 S. (I) Fonnation expenses shown as assets in the balance sheet sha1l be written

off within a maximum period of five years.

(2) The amounts emered under "Fomw.tion Expenses" shall be explained

in the notes to the accounts.

16. ( I) In the case of any fixed asset which has a limited useful economic life.

lhe amount of -

(a) its purchase price or prOOuction cost; or

where it is estimated that any such asset will have a residual value at

(b)

the end of the period of its useful economic life, its purchase price or production

cost less that estimated n::sidual value.

shall be reduced by provisions for depreciation calculated to write off that amount

systematically over the period of the asset's useful economic life, Such provisions

shall be charged in the profit and loss account.

The purchase price of an asset shall be dctennined by adding to the

(2)

actual price paid any expenscs incidental to its acquisition.

(3) The production cost of an asset shall be detennined by adding 10 the

purchase price of the taw materials and consumables used the amount of the costs

incuned by the company which are directly attributable to the pnxIoction of that asset.

(4) In addition to the costs specified in subparagraph (3) of this paragraph

there may be included in the production cost of an asset -

(a) a reasonable proportion of the costs incum:d by the co~y which

arc only indirectly attributab le to the prod uction o f that asset, but only to the

extentrnat they relate to the period of production; and

interest on capital bolT(lwed 10 finance the productio n of that asset., [0

(b)

the extent that it relates to the period of production. The inclusion of such interes(

and the amount thereof shall be disclosed in the notes 10 the accounts.

(5) fixed asset investmenu shall be accounled [or in accordance with the

following rules -

(a) such investments shall be included in the company's individual accounts

by using the COS! method

Provided thilt in the case of participating interests the equity method may be

used as embodied in paragraphs 20 and 21 of the Fourth Schedule to this Act;

the COS! meUlod referred to in sub-paragraph 5 (a) of \his paragraph is a

(b)

method of accounting whereby the investment is recorded at cost. The profit and

loss account reflects income from the investment only to the extent thaI distributions

are received or are receivable by the investor from accu mulated net profits of the

investment arising subsequent to [he date of acquisition;

(c) when the equity method ofaccOllnting is used in the caseofparticipating

interests the provisions of paragraph 2 1 of the Fourth Schedule 10 this Act shall

apply mutatis mutandis and references to consolidated accounts, consolidated

balance sheet, consolidated profit and loss acco unt and nOles to the consolidated

accounts shall be conslrued accordingly;

(d) where the proportion of the profit attributable to participating interests

exceeds the amount of di vide nds which are aJready received or the payment of

which can be claimed, the amount of the difference shall be placed in a ~serve

which shall not be distributed to the shareholders.

17 . (I) Where a financial fixed asset has diminished in vaJue, provision for

diminution in value may be made in respect of it and [he amount 10 be included in

A .839

respect of it may be reduced accordingly. Any such provisions shall be charged in the

profit and loss IICcount and if DO( shown separately in the profit and loss account, shall

be disclosed (either separately or in a8~gate) in the notes 10 the accounrs

Provided that an iD\'Utme nl company may. subject to full disclosure in the

DOtes tothc accounts. setoff such provisions for diminution in the value of investments

directly against capital and reserves. The amounts in question shall be shown separately

in the balance: sheet

Provided further that, io the case of an investmenl oompany with variable

capital. separate disclosure in the balance sheet as prescribed in the pn:vious proviso

need not be made.

(2) Provision for diminution in value shall be made in respect of any filted

asset which has diminished in value if the reduction in ils value is expected 10 be

pennancnt (whether its OCOOomK: lire is limited or not). and the: amount to be included

in respea of it shall be red~oced ar.c:ordingJy. Any such provision shall be charJed in

the profit and 10&S account and if not shown separately in the profit and loss account.

shall be disclosed (either separately or in aggreglde) in the notes 10 the accounts.

(3) Where thc reasons for which any provision was made in accocdancc

with li ub-paragraph (I) or (2) of this paragraph havecea.sed to apply to any extent. that

provisioo shall be written back to the extent that it is no longer rK'Y ssary. Any aav'UDts

written back in arx:Oi"dancc with this sub-paragraph which are not shown separalely in

the profit and Iou account shall be disclosed (either separately or in aggregate) in the

notes to the accounts.

Notwithstanding tha!: an item in respect of "development costs" is

18. (I)

included under "fixed assets" in the balance shoet fonnnts contained in this Schedule.

an amount may only be included in a company's balanceshcet in respect of development

costs in special circumstances.

If any amount is included in the company's balance sheet in ~spcct of

(2)

development costs the foll owing infonnation shall be given in the notes to the

accounts-

<a) the period over which the amount of those costs originally capitaJjsed

is being or is 10 be written off: and

the ~asons for capitalising the development costs in question.

(b)

19. (l)

Whe~ goodwill is treated as an asselthe following provisions of this

paragraph shall apply.

(2)

Subject to sub-paragraphs (3) and (4) oflhis plU'llgraph, the amou nt of

theconsidcratioo for any goodwiU acquired by acornpany shall be reduced by provisions

for amortisation calculated to write off that amount syste matically overa period chosen

by the directol!; of the co mpany.

(3) The period chosen shall not exceed the use ful economic life of the

goodwill in question.

(4)

In any case where any goodwill BCXjUired by a company is shown or

included as an asset in the company's balance sheet the period chosen for writing off

the consideration for that goodwill and the n:asons for choosing !ha! period shall be

disclosed in the notes to the accounts.

Subject 10 the following paragraph, assets which (all 10 be incl uded -

20. ( I)

Ilmongst the rued assets of acompany underthc item "tangible assets";

(a)

(b) amongst the c um:nt assets of a company undcrthe item " raw materials

and consumnblcs",

may be included at a rued quantity and value.

(2)

Sub -parngraph ( I) of this paragraph applies to assets of a kind which

are constantly being replaced. where -

(a) their overall value is not material to assessing the compan y's state of

affairs; and

(b) their quantity, vallle and composilion are not subject to material

variation.

21 . (1) Subject 10 sub· paragraphs (2) and (3) of this paragraph, the amount 10

be included in respecl.ofany cumnt asset shall. insofar as it is applicable. be its purchase

(2) If lhc net realisable value of any cumnt asset is lower than its purchase

net realisable value.

(3) Where the reasons for which any provision for diminution in value

made in accordance with sub-paragraph (2) of this parngraph have ceased to apply to

any extent. that provision shall be written back to theeJ(tent that it is no longernecessary.

22. The method of determination of purchase price and the method of

determination of production cost given in paragraph 16 of this Schedule shall apply for

A

the purposes of paragraph 21 of this Schedule. Furthermore. distribution cost~ may

not be included in production costS.

23. ( I) Subject to the qualification mentioned in sub-paragra ph (3) of this

paragraph, the purchase price or production cost of -

(a) any assets which fal l to be included under any item shown in a compan y's

balance sheet under the sub-heading "stocks"; and

any assets which are fungible assets (including investments),

(b)

shall be determined by the appliclltion of onc of the methods me ntioned in sub-

paragraph (2) of this paragraph in relation to any such assets of the same class.

(2) The methods referred 10 in sub-paragraph (1) of this paragraph are -

(a) the method known IlS "first in. fi rst out" (FIFO)

(b)

the weighted average price melhod; and

(c) any other me thod similar to an y of the methods mentioned above.

(3) The method actuall y chosen for the purposes of this paragraph shall

be the one which appelU1i to the directors to be appropriate in the circumstanCd of the

company.

(4) Wherein tbecaseofanycompany -

(a) the purchase price or production cost of asscts falli ng to be included

under any item shown in the company's balance sheet has been de tennined by the

application of an y method pennined by this paragraph: and

the amoun t shown in respect of that item differs materiall y from the

(b)

relevant alternative amoun t given in sub-paragraph (5) of this paragraph,

the amount of that difference shall be disclosed in the notes to the accounts.

(5) Subject to sub-paragraph (6) of this pardgraph. for the purposes of sub-

paragraph (4) (b) of this paragraph. the relevant alternative Ilmount. in relation to any

item shown in a company's balance sheet, is the amo unt whic h would have been shown

in respect of lhal item if assets of any cla~s included under thal item at an amounl

detennined by any method permilled by this paragraph had instead been included at

their replacement cost as al the balance sheet date.

(6) The rele vant alternative amou nt may be detennioed by reference to the

most recent aetual purchase price or production cost before the balance sheet dale of

asscts of an y class included under the item in question instead of by reference to their

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replacement cost as m Ihm dale, but only if the fomlCr appears to the di rectors of the

company to constitu te the more appropriate standard of comparison in the case of

assets of that class.

(7) For the purpose of this paragraph, assets of any description shall be

regarded as fungible if assets of that description are substantially indistinguishable one

from another.

24. (I) Where the amount repayable on any debt owed by acompany is greater

than the value of the consideration received in the transaction giving rise to the debt,

lhe amount of the difference may be treated as an asset.

Whcreany amount as referred 10 in sub-paragraph ( I) of this paragraph

(2)

is treated as an assel-

it shall be written off by reasonable amounts each year

(a)

(b) it shall be completely wrillen off before repayment of the debt; and

(c) if the current amount is nOl shown as a separate item in the company's

balance sheet it shall be disclosed in the notes to the accounts.

25. (I) Provisions for liabilities and charges may nOl exceed in amount the

sums which arc reasonably necessary.

(2) Particulars shall be given of each provision included in the item "OIher

provisions" in the company's balance sheet in any case where the amount of that

provision is material.

Alternative acCOtlnting rules

26. (1) SubjcClto paragraphs 28, 29 and 30 of Ihis Schedule,lhe amounts to

be included in respect of assets of any descrip(ion mentioned in paragraph 27 of this

Sched ule shall be determined on any basis mentioned in that paragraph.

(2) References in paragraphs 27 to 300fthis Schedule to ''the deprccimion

rules" arc to the rules emOodied in paragraphs 16. 17, 18,20,2 1 aod 24 of this Schedule.

27. ( I) Tangible fixed assets may be included aI a market value determined as

at the date of their last valuation.

(2) Investments of nny description falling to be included under either of

the balance sheet formats contained in Part I of this Schedule may be included

either -

(a) at a marl:et value detemlined as aI the date of their last valuation; or

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(b) at a value determined o n any ba~is which appears to the diTtttors to be

appropriate in the circumstances of the company,

but in the latter case particulars of the method of val uation etc. adopted a nd of the

reasons fo r adopting it shall be disclosed in the notes to the accounts.

(3) Notwithstanding any other provision of this Schedule investments in

which investment companies have in vested thei r funds shall be val ued on the basis of

their market value detennined as at the balance sheet date.

28. (J) Where the value of any asset of a company is determi ned on the basis

mentioned in paragraph 27 of this Sched ule that value shall be the starti ng point for

detennining the amount to be included in respect of that asset in the company's individual

accounts, instead of its purchase price or production cost or any value previously so

detennined for that asset; and the depreciatio n rules shall apply accordingly in relation

to any s uch asset with the s ubstitutio n for any reference to its purchase price or

production cost by a refere nce to the value most recently determined for that a%et on

any basis menti oned in paragraph 27 of this Schedule.

(2) The amount of any provision for depreciation required in the case of

any fixed asset as it applies by virtue of su b-paragraph ( I) of this paragraph is referred

to in s ub-paragraph (3) of this paragraph as the adjusted amount, and the amount of

any provision whic h would be required in respect of that asset according to the historical

cost accounting rules is referred to as the historical cost amount.

(3) Where sub-paragraph (1) of this paragraph applies in the case of any

fixed asset, the amount of any provision for depreciation in respect of that asset -

(a) illcluded ill any item s howll ill the profit and loss accoullt in respect of

amounts writtell off against the assets of the description in questioll ; or

(b) taken ill to account in stating any item so s hown which is required by

the explanatory notes ill the profit and loss account fonnats contained in Part I of

this Schedule to be stated after taking into account any necessary provisions for

depreciatio n or dimi nuti o n in the value of assets included under it.

may be the historical cost amount instead of the adjusted amount. provided that the

amount of any difference between the two is accounted for in the profit an d loss account

alld disclosed separately therein or in the notes to the accounts.

29. ,1) This paragraph applies where the amounts to be included in respect of

assets covered by any items show n in a company's individ ual accounts have been

dete nnined on any basis mentioned in paragraph 27 of this Schedult:.

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(2) The items affected and the basis of valuation adopted in detcnni ning

the amounts of the assets in question in the c ase of each of s uc h items shall be disclosed

in the notes 10 the accounts.

(3)

In the case of each balance sheet item which is affected -

(a) the comparnblc amounts detennined according to the historical cost

accountin g ru les; or

(b) lhe differences between those amoUnlS and (he corresponding amounts

act uall y shown in the balance sheet in respect o f that ite m,

shall be shown separately in the balance sheet or in the notes to the accounts.

(4) In sub-paragraph (3) of this paragraph. references in relation to any

item 10 the comparable amounts delennined as mentioned thereto are references

<0-

(a) the aggregate amou nt which would be required to be s hown in respect

of that item if the amounts 10 be included in respect of al l the assets covered by

that item were determined accordi llg 10 the historical cost accounting ru les; and

(b) the aggregate amount of the cumulative provisions for depreciation or

diminution in value which would be pennitted or required in detemlining those

amounts according to those rules.

30. ( I) With respect to any detcnnination of the value ofan asset of a company

on any basis mentioned in paragraph 27 of this Schedule the amount of any profit or

loss ari~ing fro m thllt detennination shall be credited or, as the case may be, debited 10

a separnle reserve to be called "the revaluation reserve". afler allowing, where

appropriate. for any provisions for depreciation or diminution in value made ()(herwise

than by reference to the value so detennined and for any adjustments of any such

provisions made in the light of that dClennination.

(2) The amount of the revaluation reserve shall be shown in the company's

balance sheet undcra separntcsub-heading in the position given forthe item "revaluation

reserve" in Fonnat I or 2 of the balance sheet formats contained in this Schedule, bUI

need !lOt be shown under that name.

(3) The reval uation reserve shall be reduced to lhe extent that the amounts

standing to the credit of the reserve are in the opinion oflhe directors of the oompany

no longer necessary for the purpose of the accounting policies adopted by the company;

but an amount may only be Irnnsferred from that reserve to the profit and loss account

if -

(a)

the amount in question was previously charged 10 that account; or

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it represents realised profit.

(b)

(4) Any amounts trnnsferred from the revaluation n:serve to the profit and

loss account in accordance with the provisions of sub-paragrnph (3) of this paragraph

shall be shown separntely in lhe profit and loss account

Notwithstanding the provisions of sub-paragraph (3) of this paragraph

(5)

the balnncc: standing 10 the credit of the revaluation reserve may be capitalised in whole

or in pan at any time.

The treatmenl for taxation purpose of amounts credited or debited 10

(6)

the revaluation reserve shall be disclosed in the notes 10 the acco uJlls.

PART 1lI- THE NOTES TO THE ACCOUNTS

31. Any information req uired in the case of any company by the provisions of

lhis paragraph shall, if not given in the balance sheel or the profit and loss acco un t, be

given by way of the notes 10 the accounts. The information in respect of the followin g

matleTS shall be provided as a minimum -

The valuation methods applied to the various items in the individual

(a)

accounts, and the melhods empioyed in calculating the provisions ror depreciation

and diminution in value. For ilems incl uded in the individual accounts which are

or were originally expressed in foreign currency, the bases oftnmsiruion used to

express them in local currency shall be disclosed;

(b) The number and the nominal val ue of the shares subscribed during the

accounting period wit hin the limits of the authorised capital

(c) Where thcn:: is more than one class of shares, the number and the nominal

value for each class, in respect of both thc authorised aod the issued shares;

The existence of any participation certificates, convertible debentures

(d)

or similar securities or rights, wi th an indication of their number and the rights

they confer

(e) Information concerning the acquisition by a company of ilS own shares,

either itself or through a person acting in his own name but on the compan y's

behalf. relating to -

(i) the reasons for acquisilions made du ring the accounling period

(ii) the number and nominal value of the shares acq uired and disposed

of during the accounting period and the proportion oflhe issued share capital

which they represent;

in thecase of acquisition ordispnsal for a value. the consideration

(iii)

for the shares;

(iv) the number and nominal val ue of all the shares acquired and held

by the company and the proportion of the issued share capital which they

tcpresent;

The name, registered office Md the type of each ofthc. partnerships

(0

of which the company is a member with unlimited liability: provided that this

infonnation may be omitted if it is nOl material

(g) Inronnation in respect of each item which is or would but for sub-

paragraph (4) (b) of parngraph 3 of this Sched ule be shown under the general

item Mfixed assets" in the company's balance sheet. relating 10 -

Ci) the: amount of the pun;:hase price or production cost. leaving out

therefrom the depreciation or diminution in value in Jt:Spc:CI of that item, as

al the date of the beginni ng of the accounti ng period and as at the balance

sheet dale respectively;

(ii) the effect on any amount shown in the balance sheet in respect of

that item of -

any revision of the amount in respect of any BSSCts incl uded

-

under that item made during that period.

-

acquisitions during that period of any assets.

-

dispo!>llls during that period of any assets. and

-

any uansfers of l\SSCts of the company to and from that item

during that period;

(h)

[n respect of each itcm within indent (g) of this pamgrnph -

(il the cumulative amount of provisions fordeprec:iat ion ordiminution

in the value of assets incl uded under that item as at each date mentioned in

indent (g) (i) of this parngrnph;

(ii) the amount of any such provisions made in respect of the

a«:oun ting period;

(iii) the amoun t of an y adjustments made in respect of any such

provisions during the period in consequence of the disposal of any assets;

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(iv) the amount of any Other adjustments made in respect of any such

provisions during the period;

(i) The infonnation required to be disclosed by virtue of indents (g) and

(h) of this paragraph shall also be provided in the case of "Formation Expenses"

where this item is shown separately from "Fixed Assets" in the balance sheet;

Amounts owed by the company and becoming due and payable after

ij)

more than five years as well as the company's entire debts covered by valuable

security furnished by the company with an indication of the nature and form of

the security, This information shall be disclosed separately for each creditors'

item, as provided for in the formats described in Part I of this Schedule;

(k) The total amount of any finan cial commitments thal are not included in

the balance sheet, in so far as this infonnation is of assistance in assessing the

financial position. Any cornmilmentsconceming pensions and group undertakings

shall be disclosed separately;

(1) The tumo~'Crwilhin the meaning of paragraph 8 of this Schedule, broken

down by categories of activity and into geographical market in so far as, taking

account of the manner in which the sale of products and the provision of services

falling within the company's ordinary activities are organised. these categories

and markets differ substantially from one another.

(m) Theaveragenumberofpersons employed during the acco unting period.

broken down by categories and. if they are not disclosed scparntely in the profit

and loss account, the staff costs relating to the accounting period broken down as

Otherwise required by Formats 2 and 4 of the profit and loss accounl;

(n) The difference between the tax charged for the accounting period and

for earlier acco unting periods and the amount of tax payable in respect of those

periods, provided that this difference is material for purposes of future taxation.

This amount may also be disclosed in the balance sheet as a cumulative amount

under a separate item with an appropriate heading;

Co) (i)

The aggregate amount of the emoluments grantcd in respect of

the accounting period to lhe directors of a company for their services as

directors of that company or for their services as directors of any of its

subsidiary undenaldngs. while acting as directors of that company; and

(ii) The aggregate amount of any other emol uments granted in respect

of the acco unting period to the directors of a company for thei r services in

connection with the management of the affairs of the company or any of its

subsidiary undenakings, while acting as directors of that company; and shown

separately from the aggregate amount of emoluments referred 10 in item (i)

above; and

(iii) The fact that the com pan y has during the accounting period

purchased or maintained any such insurance as is referred to in subsection

(2) of section 148 of this Act and the aggregate amount of premi ums paid in

respect thereof.

In this indent emoluments shall include the remuneration for lhe services

of the directors referred to herei n and all fees, perce ntages, gifts.

compensation for loss of office and other similar payments; as well as any

commitments arisi ng or entered into in respect o f retirement pensions.

superannuruion ar lowance.~, gratuities or Olher similar commitments in favour

of fenner directors of the company referred 10 herein.

The commitments arising or entered into in respect of retirement

pensions, supernnnualion allowances. gratuities or other similar commiUllents

in favour offormerdi rcctors ohlle company shall be shown separately from

the other emoluments.

(p) The amount of advances and credits granted to directors of a compan y

with indications of the interest rates. main conditions and any amounts repaid; as

well as commitments entered into on their behalf by way of guarantees of any

kind. The said commitments shall be shown sepamIely

(q) The name and registered office of the undertaking which draws up the

consolidated accounts of thc largest body of undertakings of which the company

fomls part as a subsidiary undertaking

(r) The name and the registered office of the unde rtaking which draws up

the consolidated accounls of the smallest body of undertakings of which the

company forms pan as a subsidiary undertaking; and

(s) Where the parent companies referred 10 in indenls (q) and (r) of this

paragraph are not registered in Malta the place where copies of the consolidated

accounts referred to in these indents may be obtained. provided that they are

available to the public.

32. ( I) If at the end of its accounting period. the company has one or more

subsidiary undertakings or participating iotcrests in other unde rtakings the following

infonnation shall, where applicable, be given with respect 10 each such undertaking -

(a)

the kind. name and registered or principal office of each undertaking;

(b) in relation to the shares of each class of each undertaking held by the

company. the identity of each class and the proponion of the nominal value of tile

issued shares of that class represented by the shrues held as at the end of the

uodertaking's rele vant accounting period; aod

(iii) The fact that the com pan y has during the accounting period

purchased or maintained any such insurance as is referred to in subsection

(2) of section 148 of this Act and the aggregate amount of premi ums paid in

respect thereof.

In this indent emoluments shall include the remuneration for lhe services

of the directors referred to herei n and all fees, perce ntages, gifts.

compensation for loss of office and other similar payments; as well as any

commitments arisi ng or entered into in respect o f retirement pensions.

superannuruion ar lowance.~, gratuities or Olher similar commitments in favour

of fenner directors of the company referred 10 herein.

The commitments arising or entered into in respect of retirement

pensions, supernnnualion allowances. gratuities or other similar commiUllents

in favour offormerdi rcctors ohlle company shall be shown separately from

the other emoluments.

(p) The amount of advances and credits granted to directors of a compan y

with indications of the interest rates. main conditions and any amounts repaid; as

well as commitments entered into on their behalf by way of guarantees of any

kind. The said commitments shall be shown sepamIely

(q) The name and registered office of the undertaking which draws up the

consolidated accounts of thc largest body of undertakings of which the company

fomls part as a subsidiary undertaking

(r) The name and the registered office of the unde rtaking which draws up

the consolidated accounls of the smallest body of undertakings of which the

company forms pan as a subsidiary undertaking; and

(s) Where the parent companies referred 10 in indenls (q) and (r) of this

paragraph are not registered in Malta the place where copies of the consolidated

accounts referred to in these indents may be obtained. provided that they are

available to the public.

32. ( I) If at the end of its accounting period. the company has one or more

subsidiary undertakings or participating iotcrests in other unde rtakings the following

infonnation shall, where applicable, be given with respect 10 each such undertaking -

(a)

the kind. name and registered or principal office of each undertaking;

(b) in relation to the shares of each class of each undertaking held by the

company. the identity of each class and the proponion of the nominal value of tile

issued shares of that class represented by the shrues held as at the end of the

uodertaking's rele vant accounting period; aod

A

(c) the aggregate amount orthe capital and reserves of each undertaking as

at the end of its relevant accounting period, and its profit or loss for that period.

For the purposes of sub-parngrnph ( I ) of this paragraph the relevant

(2)

accounting period is-

(a) if the ac:coWlting period of the undenakingends with that ofthecompany

giving the infOiiuation in its notes to the accounts, that accounting period; and

if not. the undertaking's accounting period ending last before the: end

(b)

of the accounting period of the company giving that infonnation.

(3) The provisions of sUD-paragraph (I) of this paragraph are subject 10 the

exceptions and other provisions contained in paragraphs 33 and 34 of this Schedule.

33. (I) The information otherwise required by sub-paragraph (I) (c) of

paragraph 32 of this Schedule need not be given in respect of a subsidiary undertaking

of a company if either-

<a) the company is exempt from the requiremenlto prepare consolidaJed

accounts; or

(b) the company prepares consolidated accounts and -

the accounts of the subsidiary undertaking are included in the

(i)

consolidated accounts, or

(ii) the investment of the company in the shares of the subsidiary

undertaking is included in the consolidaJed accounts, or in the notes of the

consolidated accounts. by way of the equity method of accounting.

(2) The information otherwise required by sub-paragraph (I) (c) of

paragraph 32 of this Schedule need not be given in respect of another undertaking in

which the company holds shares if the company's investment in those shares is included

in the individual accounts, or in the notes to the accounts, by way of the equity

method of accounting.

(3) The information otherwise required by sub-paragraph (I) (c) of

paragraph 32 of this Schedule need not be given in re.~pect of any undertaking if -

(a) the undertaking is not required by any provision of this Act to deliver a

copy of ilS balance sheet for its relevant accounting period mentioned in paragraph

32 of this Schedule and does not otherwise publish that balance sheet in Malta or

elsewhere; and

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lSSO

the shares held by the company. either directly or indirectly. in that

(b)

undenaldng amount 10 less Ihan onc half in nominal value of the undenaking's

issued s~ capital.

(4)

Information otherwise required by sub-paragraph (1) of paragraph 32

of this Schedule need not be given if it is nOl material.

References in this paragmph and in paragraph 32 of this Schedule 10

(5)

s hares of undertakings s hall include references 10 beneficial interests in undertakings

where the capital of such undertaki ngs is not divided into shares.

34. ( I) The infomllllion referred 10 in paragraphs 32 and 33 of lhis Schedule

may be di sclosed in a scparntc statement which is to be filed with the Registrnrlogclher

with the individual accoun ts of the company in accordance wi th section 181 of this

Ac t.

(2)

Where the infoml3tion referred to in sub-paragraph (I) of this paragraph

is disclosed in a separate stalc menl this fact shall be di sclosed in the nolCS 10 the

accounts.

(3) The in fonnlltion referred 10 in indent (I) of paragraph 3 1 and in

paragraphs 32 and 33 of this Schedule may be omined when it appears to the directors

that thei r ntIIure is such that they would be seriously J)R:judiciaito any of the undertakings

affected by these provisions and the Registrar agrees that the information need not be

disclosed.

(4) Where any information is omilled from the. notes to the accounts by

virtue of the proviSiOns of sub-paragraph (3) of this paragraph that fact shall be

disclosed in the notes 10 the accounts.

35. ( I) Particulars shall be give n in the notes to the accou nts o f any charge on

the. assets of the company 10 secure the litlbililies of any other person including. where

practicable. the amount secured.

(2) The followin g information shall be given with respect to any other

contingent liability not provided for other [hoo where [he possibility of a loss is judged

by [he directors o f the company to be remote -

(a)

[he amount or estimated amoun t of [hat liability

(b)

its legal nature; and

(c) whether any vtlluablc security has been provided by the company in

connection with that liability and if so. what val utlblesecurity has been so provided.

(3) There shall be staled. where praaicable -

the aggregate amount or estimated amounl of contracts for capital

(a)

expenditure, so far as nOl provided for; and

the aggregate amount or estimated amount of capital expenditure

(b)

authorised by the directors which has I'lOl: been conlJ1lcted for.

Commitments within any of the preceding sub·parngrnphs of this

(4)

paragntph undertaken on behalf of or for the benefit of a group undertaking shall be

SlaTed sepanuely from the other commillnents within maa sub-paragraph.

36. ( I) Where any amount is transferred-

(a) to or from any reserves; or

to any provision for liabilities or charges; Of

(b)

(c) fro m any provision for liabilities and charges otherwise than for the

purpose for which the provision was established,

and the reserves Of provisions are shown as separate items in the company's balance

sheet or in the notes to the accounts, the information mentioned in sub-paragrnph (2)

of mis paragraph shall be given in respect of the aggregate of reserves or provisions

included in the same item.

Thai infonnation to which reference is made in sub-paragraph ( I) of

(2)

this pan,graph is -

(a) the amount of the re5ef'ies or proviskms as at the date of the beginning

of the accounting period and as at the balance sheet date respectively;

any amounts transferred to or from the reserves or provisions during

(b)

tha1 period; and

(c) the source and application respectively of any amounts so transferred.

PART TV - TRANSITlONALARRANGEMENT

37. ( 1) If, when individual accounts are drn.wn up in accordance with the

provisions of this Schedule for the fitst time, the purcluLse price or production cost of

a fixed asset cannot be dctennined without undue expense or delay, the net book WIlOtlnt

at the beginning of the accounting period ouy be treated as the purchase price or

production COSI.

(2) An:>, application of the sub· paragraph (1) of this paragraph shall be

disclosed in the notes to the accounls.

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Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 3 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

PART n - GENERAL PROVISIONS

Formation of eommercial partnerships and different kinds or commercial

4. partnerships

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Fourth Schedule — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

(Section 171)

FORl\1 AND CONTENT OF CONSOLIDATED ACCOUNTS

General rules

( 1) Consolidated accounts shall compl y so far as practicable with the

1. provisions of the Third Schedule as if the undertakings included in the consolidalion

were a single company.

(2) In particular, without prejudice to sections 168 and 169 of this Act and

to tile provisions of this Schedule and raking account of tile essential adjustments

resulting from the particular characteristics of consolidated accounts as compared with

individual accounts, the provisions of Part I of tile Third Scheduleshall apply in respect

of the layout of consolidated accounts.

(3) Where the parent company is treated as an investment company with

fixed share capital for the purposes of the Third Schedule the group shall be similarly

treated.

2. The consolidated balance sheet and profit and loss account shall incorporate

in full the information contained in the individual accounts for the undertakings incl uded

in the consolidation, SUbject to the adjustments if any, as may be: appropriate in

accordance with gencmlly accepted accounting principles or practice.

3. (I) Consolidated accounts shall be drawn up as at the same date as the

individual accounts of the parent company.

(2) Notwithstanding the provisions of sull-paragraph (I) of this paragraph,

consolidated accounts may be drawn up on a date other than the date of the individual

accou nts of the parent company where it appears to the direetoo of the parent compan y

that it is more appropriate to do so when taking account of the balance sheet dates of

the largest number and the most important of the subsidiary undertakings included in

the consolidation

Provided that such other date is wi thin three months of the date of the

individ ual accounts of the parent company.

(3) Where consolidated accounts are drawn up on a date other than the

date of the individual accoun ts of the parent company in accordance wi th the provisions

of sub-paragraph (2) of Ihis paragraph that fact shall be disclosed in the notes to the

consolidated accountS togethe r with the reasons therefor.

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(4) Account shall be taken of material matters, or disclosure m3de of

important evenuconceming the assets and liabilities. the financial position or the profit

or loss of an undertaking included in a consolidation which have occum:d between the

undertaking's balance sheet dllle and the consolidated balance sheet date.

Where a subsidiary undertaking's balance sheet d:lte precedes the

(S)

consolidated balance sheet date by more than three months, the undertaking shall be

consolidated on the basis of interim accounts drawn up as at the consolidated balance

sheet date.

4. (I) Assets and li3bilities 10 be included in consolidated accounts shall be

valued according to uniform methods.

(2) Where assets and liabilities to be included in the consolidated accounts

have been valued Of otherwise determined by undertakings accon:Iing to accounting

rules differing from those used fOf the consolidated accounts, the values Of amounts

shaH be adjusted SO as to aceord with the rules used for the consolidated accounts.

(3) lfit appeano to the diJed:OfS oflhe parent company that there are special

reasons fOf departing from sub-paragraph (2) of this paragrnph they may do so, but

pruticulars of any such departure, the reasons for il and its effect shall be given in lhe

not.!s 10 the consolidated ACCOunts.

(4) The adjustments referred to in sub·paragroph (2) of this paragroph need

not be made if they are nol matcriw for the purpose of giving a true and fai r view.

(S) Any differenc:es of accounling rules as between a parenl company's

individual accounts fOf an accounting period and its consolidatcd accounts sh311 be

disclosed in the notes to the consolidated accounts and the reasons for any such

differenc:es given.

S. ( I) The methods of consolidation shall be applied consistently from one

accounting period 10 another.

(2) Derogations from the provisions of sub-paragraph (I)ofthis paragraph

shall be pellllilled in exceptional CMeS. Any such derogalions shall be disclosed in the

notes to the consolid:ued accounts and the reasons for such derogations given together

with the elTect thereof on the assets, liabilities. financiw position and profit or loss of

the undertakings included in the consolidation taken as a whole.

Where the composition of the undertakings included in a consolidation

(3)

has changed significantly in the course of an accounting period, the consolidated

accounts shall incl ude infonnation which makes the comparison of successive sets of

consolidated accoun[S meaningful .

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6. ( I) The provisions orlhis Schedule shall be interpreted by reference 10 the

application of generally accepted accounting principles and practice to give a uue and

fair view within the meaning of subsection (3) of section 171 of this Act.

(2)

Amou nts whi ch in the particular co ntext of any provisio n of this

Schedule are nOI material may be disregarded for the purposes of that provision.

Elimination of group transactions

7. (I ) Consol idated accounts shall show the assets, liabilities. financial

positions and profits or losses O

rlne undertakings included in a consolidation as if the

latter were a single undertaking.

(2) Debts and claims between undertakings included in the consolidation,

and income and expenditure rehlting 10 transactions between such undertakings, shall

be eliminated in preparing the consolidated accounts.

(3) Where profits and losses resulting from transactions between

undertakings included in the consolidation are included in the book value of assets,

they will be eliminated in preparing the consolidated accounts.

Sub.paragraphs (2) and (3) of this paragraph need not be complied

(4)

with if the amounts concerned are not material for the purposes of giving a true and

fair view.

Acquisition and merger aCC(lllnling

The provisions of paragraphs 9 10 17 of this Schedule apply where an

8. undertaking becomes a subsidiary undertaking of the pare nt company, which event is

refem:d to in those provisions as an "acquisition", and references 10 the "undertaking

acquired" shall be conSlCUed accordingly.

An acquisition shall be accounted f"rby the acquisition method of accounting

9. unless the conditions for accoun ting for it as a merger are met and the merger method

of accounting is adopted.

10. ( I) The acquisition method of accoun ting is as detailed in this paragraph.

The identifiable assets and liabilities of the undertaking acquired shall

(2)

be included in the consolidated balance sheet at their fair values as at the date of

acquiSition .

In lhis parngraph the tenn "ide ntifiable" assetS or liabilities or lhe undertaking

acquired means the assets or liabilities which are capable of being disposed of or

discharged separately. witoout disposing of a business orllle undertaking.

A

The income and expenditure ohhe undertaking acquiml shall be brought

(3)

into the consolidated accounts only as from the date of the acquisition.

There shall be set off against the acquisition cost of the interest in the

(4)

shares of the undertaking held by the parent company and its subsidiary undertakings,

the inlel"eSt of the parent company and its subsidiary undertakings in the adjusted capiul

and reserves of the undenaking acquired.

For the purpose: ofthis sub-paragraph -

''the acquisition cost" means the amount of any cash consideration and the

fair value of any other consideration, together with such amount, if any, in respect of

fees and other expenses of the acquisition as the company may detennine, and "the

adjusted capital and reserves" of the undenaking acquired means its capiUll and rese. ves

at the date ofthc acquisition after adjusting the identifiable assets and liabilities of the

undertaking to fair values as ilt that date.

(5) 1bc amount resulting from the set off provided for in sub-paragraph

(4) of this paragraph, if positive, shD.I.l be tn:ated as goodwiU and. if negative. as a

negative consolidation difference.

(6) Goodwill shall be dealt with in accordance with the ru les laid down in

parngrnph 19 of the Third Schedule.

11. (I) The conditions for accounting for an acquisition as a merger ate -

(a) that at least ninety per cent of the nominal value oftke relevant shares

in the undertaking acquired is held by or on behalf of the parent company and its

subsidiary undennkings

(b) that the proponion referred to in paragraph (a) was attained pursuant to

an an-angcment providing for the issue of equity shares by the parent company or

one or ~ of ilS subsidiary undenakings

(c) that the fair value of any consideraJ...ion other than the issue of equity

shares given did not exceed ten per cent of the nominal value of the equity shares

issued.

(2) The reference in sub-paragraph (a) of paragraph ( I) 10 lhe "relevant

shares" in an undenaking acquired is to those carrying unrestricted rights to panicipate

both in distributions and in sharing of assets by menDers in the event of the undenaking's

winding up.

The mugti method of acc:ou.nting shall be as specified in this paragraph.

12. (I)

A

,.,.

The assets and liabi lities of the undcnaking acquired shall be brought

(2)

into the consolidated accounts l ithe figures at which they stnnd in the undertaking's

ao::ounls, subject to any adjustment pemlitlcd or required by this Schedule.

(3) The income and expenditure of the undertaking acquired shall be

incl uded in the consolidated accounts for the entire accounting period, includin g the

period before the acquisi tion.

(4) 11le consolidated accounts shall show com:sponding amounts relating

[0 the previous accou nting period as iflhe undenaking acquired had been included in

the consolidation IhrougOOUlthal BCCounting period.

There shall be set off against the aggregate of -

(S)

the appropriate amount in respect ofshare1i issued bythc parent company

(a)

01' its subsidiary undertakings in consideration for the acqu isition of shares in the

undertaking acq uired: and

the fair value of any other consider:nion for the acquisition of shares in

(b)

the undertaki ng acqui red, detennined as al the dale when those shares were

acq uired.

the nominal value: of the issued share capital of the undenaking acquirt;d held by the

parent company and its subsidiary undenakings.

(6) TIle resulting amo unt shall be shown as an adjustment to the consolidated

reserves.

13. ( I) Whert; a grou p is acquired, paragraphs 1010 12 of this Schedule apply

with the adaptations set out in this paragraph.

(2) Reference to shares of the undertaking acquired shall be construed as

references to shaJt:s of the pan:nl undenaking of the group.

(3) Other rt;ferences to the undenaking acquired shall be construed as

references to the group: and rt;fere nces to the asse ts and liabilities, income and

expenditure and capital and reser.'es of the unclenaking acquired shall be construed as

rt;ferences 10 the asSds and liabilities, income and expenditure and capi tal and rt;se rves

of the group afkrmaking the set-offs and other adjustments required by this Schedule

in the case of consolidated accounts.

14. (I) The infOl'1l"1ation detailed in this paragraph with respect to acquisitions

taking place in lhe accounting period shall be given in the notes to the consolidated

accounts.

A""

(2) There shall be slated -

(a) the name of the undertaking acquired or, where a group was acquired,

the name of the parent company oflhat grou p and the address of the registered or

principal office of such undenaking. and

the effective date of the acquisition for accounting purposes. and

(b)

(c) whether the acquisition has been accounted for by the acq uisition or

the merger method of accounting,

and in relation 10 an acquisition which significantly affects the figures shown in the

consolidated acco un lS. further infonnation shall be give n in accordance with sub-

paragraph (3) to (7) of this paragraph.

(3) The composition and fair value of the consideration for the acquisition

given by the parent company and ilS subsidiary unde rtaki ngs shall be slated.

Where the acquisition method of accou nting has been adopted, the book

(4)

values immediately priOfto the acquisition, and the fai r values at the date of acquisition,

of each class of asse ts and liabilities of the undertaking or group acquired shall be

stated in labular form, including a statement of the amount of any goodwill or negative

consolidation difference arising on the acquisition, together wi th an explanation of

any significant adjustments made and in the case of goodwill the trea1ment the~fand

the period of amortisation, where applicable.

(5) Where the merger method of accounting has been ado pted, an

explanation shall be given of any significant adjustments made in relation to the amounts

of the: assets and liabilities of the: undenaking Of group acquired, together with a

statement of any resulting adjustment to the consolidated reserves, including the: re-

statemenl of the opening consolidated reserves.

(6) Where the merger method of accounting has been adopted there shall

be Slated details of the profit or loss ofthc: undenaking or group acquired for the period

from the beginning of the accounting period of the undenaking or. as the case: may be.

of the parent company of the group, up to the date of the acquisition and theR: shall

also be: stated the: date on which the said accounting period began.

(7) In ascenaining for the purposes of sub-paragraphs (4), (5) and (6) of

this paragraph, the profi t or loss of a group. the book values and fai r values of assets

and liabilities of a group or the amount of the assets and liabilities of a grou p, there

shall be: made the set offs and other adjustments required by this Schedule in the case

of consolidated accounts.

15. (I) There shall also be stated in the notes to the consolidated accounts the

cumulative amount of goodwill resulting from acquisitions in that and earlier aa:ounting

periods which has been wrinen off.

A 18.58

(2) The figure required to be stated by sub-paragraph (I) or lhis paragraph

shall bc shown net of any goodwill anriburoblc 10 subsidiary undertakings orbusinessec.

disposed of prior 10 the balance sheet dale.

WhcR: during the accounting period there has been a disposal of an

(I)

16. undertaking or group which significantly affects the figures shown in the consolidated

accounts, there shall be stated in the: n()(es to the consolidated accounts-

(a) the name of that undcnaking or, as the case may be, of the parent

company of that group. and

(b) thecAten! to which the profit or loss shown in the consolidated accounts

is attributable 10 profit or loss of that undertaking or group.

17. Thcinfonnationrequiredbyparugraphs 14, ISor 160fthisSchedulc need

nOI be disclosed with rt::Spect to an undcrt.aking which -

<a> is established under the law of a cou ntry o utside Malla. or

carries on business outside Malta,

(b)

if in the opinioa of the directors of the ~nl company the d iscl~ would be seriously

prejudicial 10 the business orlhal undertaking 0( 10 the business of the parent compan y

or any of ilS subsidiary undertakings.. and the Registrar agrees th3t the infonnation

should not be disclosed.

Minority interests

18. (1) The amount attributable to shares in subsidiary undertakings included

in the consolidation held by persons other than the undertakings included in the

consolidation shall be shown in the consolidated balance sheet as a separnte item with

an appropriate heading.

(2) The amount of MY profit or loss on ordinary activities attributable to

shares in subsidiary undertakings included in the consolidation held by persons other

than the undertakings included in the consolidation shall be shown in the consolidated

profit and loss account as a separate item with an appropriate heading.

(3) The amount orany profit or loss on extraonfinary activities attribUlable

to shares in subsidiary undertakings included in the consolidation held by persons

othe r than the unde rtaking included in the consolidation shall be shown in the

consolidated profit and loss account as a scpat"lUe item with an appropriate heading.

Interest in subsidiary undutakings excluded (mm consolidation

19. The iDlerest of the group in subsidiary undertakings excluded from

consolidation under subsection (5) of section 110 of this Act and the amount of profit

or loss attributable to such an interest. shall be shown in the consolidated balance sheeI

A

and in the consolidated profit and loss account respectively by the equity method of

accounting.

Joint ventures

20. Where an unde rtaking included in the consolidation manages anothcr

undertaking jointly wi th one or more undertakings not included in the consolidation.

that otheru ndertaking ("the joint venture") may. if it is not a subsidiary undertaking of

the parent company and has not been treated as an associated undertaking within the

tenns of paragraph 2 1 of this Schedule be included in the consolidated accounts in

proportion to the rights in its capital held by the undertaking included in the consolidation

(referred to as : proportional consolidation).

Associated undertakings

21. (1) Whelt: an undertaking included in a consolidation exercises a significan t

influence over the operating and financial policy of an undertaking not included in the

consolidation (an a.~sociated undertaking) in which it holds a participating interest,

that participating interest shall be shown in the consolidated balance sheet as a separnte

item with an appropriate heading.

(2) An undertaki ng shall be presumed to exercise a signilicant influence

over another undertaking where it has twenty per cent or more of the shareholders' or

members' voting righ ts in the undertaking.

(3) The provisions or the Ninth Schedule to this Act shall be taken into

account in dete nnining for the purposes of this paragraph, whether an undertaking

holds twenty per cent or more of the voting rights in another u.lldertakjllg.

(4) The proportion of the profit or IOS5 of the associated undcrtakin g~

attributable to such participating interests shall be shown in the consolidated profit and

loss account as a separate item under an appropriatc heading.

The elimination referred 10 in sub-paragraph (2) of paragraph 7 of this

(5)

Schedule shall be effected in so far as the facts are known or can be ascertained. Such

elimination need nO(, be effected however, where the amounts concerned are nO(

Illllterial for the purposes of providing a true and fair view.

(6) When the provisions of this paragraph are applied for the fi rst lime to a

participating interest covered by sub-paragraph (I) of this paragraph that participating

interest shall be shown in the consolidated balance sheet at its book value calculated in

aecordanee wi th the valuation rules laid down in the Third Schedule to this Act. The

difference between that value and the amount corresponding to the proportion of capital

and reserves represented by that participating interest shall be disclosed separately in

the consolidated balance sheet or in the nO(cs to the consolidated accoun ts. That

A

18«1

difference may be calculated as at the dale al which that method is used for the first

lime or as set oul in sub-paragraph (7) of Ihis paragraph.

(7) The difference referred to in sub-paragraph (6) of this paragraph may

be calculated as al lhe datc of IlCquisition orllle shares or, where they were acquired in

two or more stages. as al the dale on which the undertaking became an associated

undertaking.

(8) Where an associated undertaki ng's assets or liabilities have been valued

by methods other than those used for lhe consolidation. they shall for the purpose of

calculating the difference referred to in sub-paragraph (6) of this paragraph. be revalued

by the methods used for consolidation

Provided that the directors of a company 10 whi ch Section 170 of this Act

applies may decide nOlle carry out such Il:valuation in wlti ch case that fact shall be

disclosed in the notes to the consolid:lIed accounlS.

(9) The book value referred to in sub-paragraph (6) orthi5 paragraph above

sho.lI be inm:ased or reduced by the amount of any variation which has taken place

during the accounling period in the proportion of the associated undertaking's capital

and reserves represented by that participating interest; moreover it shall be reduced by

the amount of the dividends relating to that participating interest.

In so far as the positive difference referred to in sub.paragrnph (6) of

( 10)

this paragraph cannor be related to any calcgOf)' of assets or liabilities it shall be dealt

with in accordance with the rules laid down for the item "goodwill" within the Third

Schedule 10 this Act. Such a positive difference may, however, if the direclOrs of the

companies to which Section 170 of this Act applies so determine, be inunediately and

clearly deductcd from reservcs.

Where an associated undertaking draws up consolidatcd accounts, the

( 11)

provistoos of this paragraph shall apply to the capilal and reserves shown in such

consolidated accounts.

(12) The provisions of this paragraph need not be applied where the

participating interest in the capital of the associated undertaking is not material for the

purposes of giving a true and fair view.

lnl"onnalion by wily of notes to the consolidated accounts

22. In addition to the infonnation required under any other provisions of this

Schedule. the nOles to the consolidated accounts shall, at teasl, set oul information in

respect of the following matters -

( I)

The valuation methods applied 10 the various items in the consolidated

accounts, and the methods employed in calculating the value adjustments. For items

A

included in the consolid:ued accounlS which are or were originally e"'pressed in foreign

currency the basis of conve(Sion used to e"'press them in the currency in which the

consolidated accou nts are dmwn up shall be disclosed.

(2) (a) The names and addresses of the registered or principal offices of the

undertakings included in the consolidation; the proportion of the capital held in

undertakings included in the consolidation, other than the parent undertaking, by

the undertakings included in the consolidation; which of the conditions referred

to in the definition of parent company, in subsection (2) of section 2 of this Act.

has fonned the basis on which the consolidation has been carried out.

The latter disclosure may, however, be omitted where consolidation has been

carried out in the case of a subsidiary undertaking in which the parent compan y

has a majority of the shareholders' or members' vOling rights and where the

proportion of the capital and the proportion oftbe voting rights held are the sarne.

The information set out in paragraph (a) of this sub-parograph in so far

(b)

as it is applicable shall be given in respect of undertakings e",cluded from a

consolidation pursuant to the provisions of subsections (3) to (7) of section 170

and an e"'planation must be given forthe e",clusion of the unde rtakings referred 10

in subsection (5) of that section.

(3) (a) The names and regislered or principal offices ofundcrtakings associ:ued

with an undertaking included in the consolidation as described in paragraph 21 of

this Schedule and the proportion of their capital held by undertakings included in

the consolidation or by persons acting in their own names but on behalf of those

undertakings.

(b) The infonnation set out in paragraph (a) of this sub-paragraph shall be

given in respect of the associated undertakings referred to in sub-paragraph ( 12)

of paragraph 21, of this Schedule together with the reasons for applying that

provision.

(4) The names and registered or principal offi ces of undertakings

proportionall y consolidated pursuant to paragraph 20 of this Schedule, the factors on

whic h joint management is based, and the proportion of their capi tal held by the

undertakings included in the consolidation or by persons acting in their own names but

on behalf of those undertakings.

The namesand registered or principal office of each of the undertakings,

(5 )

OIher than those referred to in sub-paragraphs (2), (3) and (4) of this paragraph, in

which undertakings included in the consolidation and those ucluded pursuant to

subsection (5) of section 170, either themselves orthrough persons acting in thei r own

names but on behalf of those undertakings, hold atleasl twenty per cent of the capital

showi ng the proportion ofthc capital held, the amount of the capital and reserves, and

the profit or loss for the latest accounting period of the unclcnaking concerned for

A

which accou nts have been adopted. Where this information is considered by the

directors of a compan y to which section 170 of this Act applies not to be material for

the purpol'eS of giving a true and fair yiew it may be omilted. The infonnation

concerning capital and reserves and the profit or loss may also be omitted where the

undertaking concerned does nO( publish its balance sheet and where less than fifty per

cent of its capital is held. directly or indirectly. by the above mentioned undertnkings.

(6) The average number of persons employed during the accounting period

by undertakings to which paragraph 20 of this Schedule has been applied shall be

disclosed separately.

(7) The amount of the emoluments paid in respect of the accounti ng period

to the members of the board of directOB of the parcnt company by reason of their

responsibilities in the paren t company and its subsidiary undertakings. and an y

commitments arising or entered into under the same conditions in respect of retirement

pensions for former members of those bodies. with an indication of the total for each

category.

(8) The amount of ad vances and credits granted to the board of directors

of the parcnt company by that undertaking or by one of its subsidiary undertakings.

with indications of the interests rates. main conditions and any amounts repaid. as weU

as commitments entered into on their behalf by way of guarantee of any kind with an

indiC31ion of the to(al for eoch category.

(9) Sub-paragraphs (7) and (8}ofthis paragraph shall apply 10 theexclusion

of lhe corresponding proyisions of the Third Schedule to lhis Act.

23. ( I) The infonnation contained in sub·paragraphs (2). (3) and (4) of

paragraph 22 of this Schedule may be disclosed in a separate statement which is to be

filed with the Registrar together with the annual accounts of the parent company in

accordancc with section 183 of this Act.

(2) Where this infonnation is set out in a separate statement as proyided in

sub·paragraph (I) of this paragraph this fact shall be disclosed in the notes to the

consolidated acco unl~.

24. ( I) The information contained in sub.paragraphs (2). (3) and (4) of

paragraph 22 of this Schedule may be omitted when it appears to the directors of a

company to which section 170 of this Act applies that the nature of the information is

such that it wo uld be seriously prejudicial to any oflhe undertakings affected by these

provisions. and the Registrar agrees that the information should OOt be disclosed.

(2) Where any information is omitted from the notes to the consolidated

accoun ts by vi rtue of the provisions of previous sub· paragraph ( I) of lhis paragraph

this fact shall be disclosed in the said notes to the consolidated accounts.

A

Fn"'TH SCHEDULE

(Sectton 169)

INDIVIDUALACCQUNTS AND OJ:RECTORS' REPORT

OF AN INVESTMENT COMPANY WITH VARIABLE SHARE CAPITAL

Without prejudice 10 any requirements laid down by the Competent Authori ty

un der the Investment Services Ad. 1994, the individ ual accounts of an invc.~tmenl

company with variable share capital shall disclose at least the infonnation speci fied in

the following provisions armis Schedule.

1. A statement of assets and liabilities showing

securities;

-

debt instruments;

bank. balances

-

other assets;

lotal assets;

-

liabilities;

net asset value;

-

details of accountio, and valUlllion policies.

2. The number of units in circulation.

3. The net asset value per unit or share.

The composition ofthc portfolio. distinguishing at k:asl between

4. (a)

transbable securities admitted 10 official stock exchange listing;

(b)

transferable securities deall in on any other regulated market;

recently issued transferable securities;

(c)

(d)

transfcrnblc securities nor. included in the above;

(e) debt instru ments not included in the above;

(f) other investments as applicable.

Rcfe~nccs in sub-paragraph (c) of this paragraph 10 ~cenlly issued transferable

securities are to securities the temlS of issue of which include an undertaking that an

application will be made for admission to official stock exchange listing or fOf admission

to any other ~gu lated market.

The portfolio shall be analysed on the basis of economic. geographic. currency or

other appropriate criteria. having regllrd to the investment poliey of tile company. Such

analysis shall show the value of each category of investment as a percentage of net

assets and as a·percentage of total assets of the company.

Any material changes in the composition oflhe investment ponfol io made duri ng

the accounting period shall be stated.

A

A stateme nt or statements of the developments concerning the assets of the

S.

company during the accounting period and incl ud ing the following

income from investments

other income

-

management charges

-

depositary's charges

other charges and taxes

-

-

net income

distribu tions and income reinvested

-

-

c hanges in capilal account ;

-

apprccirnion or depreciation in value of investments;

other changes affecting the value of the assets and liabilities of the

company.

6. A comparotive table covering the last three accountin g periods and including,

for each accounting period. at the cod of such period. the total net asset value of the

the net asset value per unit o r s hrut:.

company and

During its filSl. second and third accounting periods. a company sl\al.J show the

above information fo r all accounting periods since its regiStrlllion.

7. Detuils. by category oflransaction, o flhe resulting amoUDt o f commitments.

References in Ihis paragraph to commitments are to the commitme nts resultinS

from the use o f techniques and instruments fo r the purposes of e fficie nt ponfolio

management. includ ing protection against eJlcl\angc. interest rates and marke t risks .

A

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 4 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

kummercjali

U gi li tirregola so(:jetajie t kum merCjali

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Sixth Schedule — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

(Section 177)

CONTENTS OF DIRECTORS' REPORT

The directors' report shall contain -

1. (a) panicul~ of any important events affecting the company or any of lIS

subsidiary undertakings which have occurred since the end of the accounti ng

period

(b) an indication of likely future developments in the business of the

company and of its subsidiary undertakings;

(c) an indication orlhe activities, if any, ofthe company and of its subsidiary

undertakings in the field of research and development; and

the amount, if any. which they recommend should be paid by way of

(d)

dividend and the amount, if any, which they propose 10 carry 10 reserves.

2. The directors' repo" shaU disclose the infonnation specified in paragraph 3

of this Schedule where in an accounting period shares in a company -

(a)

are purchased by the company or are acquired by il by forfeiture or

surrender or the company otherwise acquires its own shares: or

are acquired by another person in circumstances where the acquisition

(b)

is by company's nominee, or by another with the company fin ancial assistance.

the company itself having a beneficial interest; or

(c) ate made subject 10 pledge or other privileges, to a hypothec or to any

other charge in favour of the company.

3, The information n:quired to be disclosed in the din.'C'tors' report in accordance

with the provisions of parngrnph 2 of this Schedule shall consist of lhe following

(a)

the reasons for such transactions or occurrences;

(b) the numbcrand nominal value of the shares so purchased,theaggregate

amount of the consideration paid by the company for such shares and the reasons

for their purchase;

(c) the number and nominal valucofthe shares so acquired by the company

or acquired by another person in such circumstances and so charged respectively

during the accounting period;

A ' 866

the muimum number and nominal value of shares which. having been

(d)

so acquired by the company, acquired by another person in soch circumstances or

so charged, whelhcror nOl during Ihru period, are held at any time by the company

or Ihlll other person during that period;

(c) the numbcrand nominal value ortheshares 50 lCqUired by the company.

acquired by another person in such circumslances or SO charged. whether or DOt

during that period. which are disposed of by the company or cancelled by the

company during that period;

where the number and nominal value of the shares of any panicular

(f)

description are stated in pursuance of any of the preceding 5ub-pamgnphS, the

percentage of the called-up share capital which shares of that description represent;

where any of the shares have been so charged the amount of the charge

(g)

in each case; and

(h) where any of the shares have been disposed orby the company for the

person who acquired them in soch circumstances for money or money's worth.

the amount or value of the consideration iD each case.

4. The directors' repon shall also state the number and nominal value of all the

parent company's shnrcs he ld by ttlnt company itself or by subsidiary undcttnlcings of

that company

Provided that the particulars rdeiled 10 in this paragraph need not: be shown

in the dire<:lors' repon ir they are included in the notes to the accounts.

A

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 5 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Law governing commercial partnerships

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Seventh Schedule — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

(Section 184)

CONTENTS AND FORA1 OF ANNUAL RETURN

ANNUAL RETURN of ..................... ........... ..... (name of the company)

Accounting reference date: ........................... .

Type of company: Publie I Private (delete as applicable)

Dale to which this return is made up*": ..................................... .

• SevaI,,' .. ~Ibe .... ~Ibe'.k'...

",· ....... ..--.period(poblk ......... 'j

(prI''''''''''_')

• T ... _ho or ........... ~ .... ,dc ... '..." .. j' .n:f ....... period

Addnss

1. (Address of the registered office of the company)

2. SUnv7lQry of Slwn Capital and Detuntuns

All Maltese liri amounts I\Ie 10 be preceded by the symbol Lm. Symbols used for()(her

currendes are to be indicated (where applicable).

Symbol

Currency

(a)

Nominal Share Capital

Nominal Share Capital ......................................... divided into

shares of ................................... each

(insel1 number and class)

shares of ...... .. ........................... each

shares of ................................... each

shares of ................................... cach

A

(b)

Issued Share capital and Debentures

Number

Class

Number of shares of each class taken up to

the date of this return (which number must

agree with the total shown on the list as held

by exisitng mcmbelS).

Number of shares of each class issued

subject to payment wholly in cash

Number of shares of each class issued as

full y paid up for a consideration other than

C3.'l h .

issued as paid up to theexteol of ..... .

Number of shares of each class issued as

partly paid up for a consideration other than

per share .. ... .. .. ... ...... shares

cash and extent to which each such share is

issued as paid LIP 10 the elttent of ..... .

per share ..... .... . . ....... shares

so paid up.

issued as paid up to theeltlent of ..... .

per share ... ...... ... ...... shares

iSSlled as paid up 10 theelttent of ..... .

per share ......... ... ...... shares

Number

Class

Number of shares. if any, of each class issued · ... .... ... .

at a disco unt

Amount of discount 011 the issue of shares

which has nOI been wriuen of at the date of

ret urn

NLlmber

Class

Ament called LIP

... ... per shnre on

sh=

share,

on number of

. . . . .. per share on

shares of each class

... ... per share 00

shnres

• • • • • • per share on

shares

A

Total amount of calls received, including

payments on applic8Iion and allotment and

any sums received on shares forfeited.

, .....

Number

Oass

, .....

Total amount, if

, .....

any. Igtccd to be

, .....

considered as paid

on numbcrof

,'

",

shares of each class

shares

... ... on

,""',

, .....

issued as fully paid

, .....

up fora

consideration other

, .....

""" ""h.

Total amount, if

,""',

any, agn:eJ to be

.....

,""',

considered as paid

,

.....

on number of

,

, .....

...... 00

shara: of each clasJ

, .....

issued as partly paid

up fora

""'"

considernli.on other

""" ""h.

TOIaI amount of calls unpaid .. ...... ........ .... .

Total amount of the sums, if any, paid by

way of commission in respect of any shares

or debentures ... ............. ....... .

TOIaI amount of the sums, if any, allowed by

wily of discount in respect of MY debentures

since the date of the last

return ....................... .

Number

Class

,""',

Total number of shares of each class forfeited

.....

shares

,

.....

,

Total amount paid, ir any, on shares

forfeited ................ ..

A

Total amount of shares for whi ch share

warrants are outstanding ... , .. ..... .

Total amount of share warrants issued and

surrendered respectively since the date of the Issued

Surrendered

last n::tum.

Number of shares comprised in each share

warrant. specifying in the case of warrants of

different kinds. particulars of each kind.

Ust of Past and P~stnt Mt~rs

3. List of pe~ns holding shares or slock in the company on the dale 10 which this return

is made up. and of persons who have held shares or stock therein at any time since: the

date ofthc last return. or in the case of the fItS! return, afme registration of the company.

FoJio in

Names and

Remllfks

Account of Shares

registe r ledge r addresses

containing

Paniculars of s hares

Number of

particulars

shares held by transferred or transmitted

causa mortis since the date 0

existin g

memberi a1 the last return, or, in the case

of the firs t return, of the

date of

return .. If registration of the company

by (a) persons who are still

members and (b) persons woo

have ceased to be members--

Number

Date of

•

registration

of transfer

•

...J!>

• Tb: qVtpie"""""" 01 o/I.ora ""Id by eodl ............... 1 1It.......t. "'" tbo """,I." dIaIl bo lIdd<d"pto .. 10 . .... with

tbo nUIItia' of tbo ~ .... e>J III <he S......-,. of s ..... Capilli ond Od' ........ 1O!Ia", been tat... \J(I.

bo _"-kIll 10 IboI tbo """""" 01 eICII cluo bold.

I Wbou tbo IiIIra on: dI"-klllllllO dilrtttlll clusellheoe oci ...... _

.".!UI,.

.. , .....

naof<rn<l", .....m.1<d """ ... _~ ....,. be.".,.

ha.. bcCII ... vmrd IrIIo tIOclt!be _

~

01_ held..,. <ad! .... _

dIaIl be - . . .

-mJIIIII bo 1; _ _ ...u.1II<

"'., et ..... ...romd

•• 11>0_01 ~et"""'......r .. '" lm"'"

rillDll..-.. -m (11 Old ...... T'I>< ". ............ 1 be pIM:aI'fi",.; .. Ibe ..... 01111< .

'cM 0IId IIOC ' ,,~ ;". "'"'

... h

."' .. 1.-<he_0I ... ....,....,....,. ... :" 1<d!. .... · ~ " wI ..... immo<la<j', ....... Ibe . . Ik .... oI

oI<heh

-......r ....... ot.aIl me .. "'" '"' "1 0IId Il10_ ".."r....," 111011 ..... <hellOl< '" q ..... 1n "'" <at<

nc~li. k t. (1bo: _

01. .... ' .• jon ....... .....n.. ~

4. Particulars of Dirtctors

Particulars of the persons who are directOft of the company at the date of this return.

N"",

Nationality

Business occupation

Usual residential

and particulllfS of

(in the case of an

address (in the

individual, name or

case ofa body

other direct~hips

or of company

names and surname

corpomte. the

registered or

secretarial

In the case of a

principal office).

body corporalC. the

appointments

corporate name)

Particulars ofCompafl'j S«rtfary

S.

Particulars of the person who is company secretary of the company at the date of this

return.

Nationality

Business occupation

N"",

Usual residential

(in the case of an

and particulllfS of

address (in the

case of a body

directOfthips

individual. name or

corporate, the

names and surname

registered or

In the case of a

principal office).

body corporate, the

corporate name)

Sign~d .......................................................... Di1l!ctorlCompaflY MC1l!tary

A IIm

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 6 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Indication or panicuJars in business leUm. etc.

PARTNERSIDP EN NOM COL/BCTIF

PART III -

Definition

7.

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Eighth Schedule — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

(Secllon 186)

CONVERSION R ULES APPLICABLE ON A CHANGE IN THE

CURRENCY IN WHICH THE SHARE CAPITAL OF A COMPANY IS

EXPRESSED AND THE CORR ESPONDING REPORTING CURRENCY

Interpretation

I . In this Schedule, unless the con te~t otherwise requires -

"Reporting Currency" shall mean the curreocy used in presenting the annual

aCCOUlltlI in accordance with the provisions of section 187 of this Act. On a

change in the reporting currency consequent to achange in the currency in which

the share capital of a company is expressed which is effected in accordance with

the provisions of section 186 of this Act . the (Cnll "original reporting currency"

shall refer 10 the reporting currency in operation before the change: and the tenn

~new reporting currency" shall refer to the reponing currency applicable following

the change, and in the case of the change taking place in the first accounting

period, IQ the reponing currency whic h would have been used had such chan ge

not taken place.

"Foreign CUrteocy" means a currency other than lhe reponing CUJTeDCy.

"Exchange rate" means lhe ratio al which lilecurrencies of two countries m

exchanged III a panicular point in lime.

"SPOI mle" means the midd le e xchange rate on a particular day for the

exc hange of CUlTCncies on that day.

"Closing rate" means the spot rate that exists at the balance sheet date which

immedilllely precedes the accounting period to which Ihe change in reponing

currency applies.

"Monetary items" are money held and items 10 be received or paid in money.

All other assets and liabilities are "non-monctary items".

"Avcrage ann ual exchange rate" means an average of the exchange rates

that existed during an accounting period . For the purpose of calculating this

average it shall be sufficient to take an average of the spot rates applicable on the

last work ing da y of each week comprised within the said acco unti ng period.

General rules

2. On ac hange in the reponiogcurrency .the new reponing currency shall become

applicable from the first day of the accoun ting period to which the change in reponing

A

currency applies. which day is referred to as the "applicable date" in the rest of Ihis

Schedule.

3. (I) The balance sheet items existing at the applicable date shall beconverted

frf:t~omm the original reponing currency 10 the new reponing currency in accordance with

the rules set out in the remaining parngraphs ofthls Schedule.

(2)

Such coovcl1lion shall be deemed to take place before any transactions

sland to be accounted for within the accounting period to which the change in reporting

c urrency applies.

Coavusloa rules

4. (I) The paid-up share capital and the bIIlance on the share premium

aocounl shall be co nverted at the exchange rate or rates app licable on the respective

date or dates when the shares in question were issued by the company.

(2) The amount which is still uncalled on any shares issued by thecompany

shall be converted at the cltchange rale or rates applicable on the respective date or

daleS when the shares in qucstion were issued.

(3) The nominal value per share in the new reponing currency shaU be

calculated by taking the aggregate of the paid-up share capital convened as set out in

sub-paragraph (I) of this paragraph and the uncalled amount. if any . on any shares

issued by the company converted in accordance with sub-paragraph (2) of this paragraph.

and dividing this aggregate amount (the issued share capital) by the number of shares

In Issue

Provided that where there ellists -

(a)

prderence shares or different classes of preference

shares; or

different classes of ordinary shares and where the

(b)

nominal value per share varies between one class and the other.

the conversion of the nominal value per share to the new reponing currency shall be

carried out separately for the Ordinary shares and the preference s~ . or for each

class of ordinary shares in so far as the nominal value per share varies between one

class and the other. as the case may be.

(4) 1be authorised share capital of the company shall be converted by

taking the aggregate of -

A

(a> the aggregate amount referred to in sub-paragraph (3) of this paragraph

(the converted issued share capital); and

(b) the amoUn! of the authorised share capital , which has not yet been issued,

convened from the original share capital at the closing dale.

5. ( I) For the purposes of this paragraph, the tenus "reserves created out of

profits" and "accumul ated losses" shall be calculated for each accounting period by

taking the profits or losses for such period to the exclusion of any provisions fore,!;change

variations.

(2)

Reserves created out of profits , including retained profits , shall be

convened at the average annual e,!;change rate penaining to the accounting period

during which the profits from which such reserves originated were earned.

(3) For the purposes of detennining the amount of profits penaining to an

accounting period from which reserves were created the following rules shall apply-

Ca) when di vidends are paid out of profits and the accounting period to

which such profits relate has nOl been nominated, such di vidends shall be deemed

10 have been paid on a first in first out basis;

(b) losses resulting during an accounting period shall not be netted off

agai nst profits earned in other accounting periods. but shall be convened at the

average annual e'!;change ratc for the accounting period during which such losses

wcre incurred.

(4) Where at the date of conversion there is an amount represen ting

accumulated losses such amount shall be convened at the average annual e,!;change

rate for the accounting period or periods during which suc h losses were incurred.

(5) For the purposes of sub· paragraph (4) above, any profits earned during

any accounting period shall not be netted offagainsl losses incurred in other accounting

periods . but shall be CQf!vened at the average an nual exchange rate for the accounting

period or periods during which such profits were earned.

(6) Reserves which were not created out of profits shall be convened at

the e,!;change rate or rates applicable on the date or dates when such reserves were

created.

Al1 monetary items shall be convened at the closing rate.

6. ( 1)

(2) Non·monetary items that are recorded in ternlS of past events (for

eumple historical cost). shall be converted at the average an nual e,!;change rates for

the relevant acco unting period .

A

Non-monetary items that are revalued shall beconvened at the exchange

(3)

rates Ihal existed on the dates of their Tevaluations.

Provisions for depreciation or for diminution in the value of non-

(4)

monetary assets shall be converted at the average annual exchange rale applied 10

convert the cost or revalued amoun t of the relative assets in accordance with the

provisions of sub-paragraph (2) or (3) of this paragraph.

7. (1) Where following conversion 10 lhe new reporting currency the total

assets exceed the aggregale of 100al liabilities and the funds anributable 10 shareholders,

such excess shall De shown as a separate item within reserves under the heading

"Reporting currency conversion difference".

1lIe reporti ng currency conversion difference shall not De distribu ted

(2)

by way of dividend.

Where following conversion to the new reporting currency the aggregate

(3)

of total liabilities and the funds anributable to shareholders exceeds total assets, such

excess shall De netted off against distri butable reserves Of added to accumulated losses,

as the case may De.

In the annual accounts of the accoullling period 10 which the changc in

8. (1)

reporting currency applies, the amounts of the previous accounting period con-esponding

to the items included in the balance sheet and. where applicable, in the notes to the

accounts, whether individual or consolidated, shall De stated at the new reporting

currency after applying the conversion rules set out in the previo us provisions of this

Schedule.

In the annual accounts of the accounting period to-which lhe change in

(2)

reponing currency applies .the amou nts of the previous acco unting period corresponding

to the items included in the profit and loss account and, where applicable, in the notes

to the accounts, whether indi vidual or consolidated, shall be converted to the new

reporting currency at the average annual exchange TlIIe pertaining to the previous

accounting period.

Disclosure

9. In the first annual accounts following the conversion, the notes 10 the accounts,

whether individual or consolidated , shall incl ude full details of the method of conversion

and the exchange rates used for each category of assets and liabilities as categorised in

this Schedule.

NINrH SCHEDULE

(Section 2)

EXPLANATION OF EXPRESSIONS USED IN SUBSECTION (2) OF

SECTION 2 OF TIllS ACT AND PROVISIONS

SUPPLEMENTARY THERETO

Voting rights In an undertaking

I. (a) References to voting rights in an undertak.ing are 10 the rights conferred

on shareholders in respect of their shares or, in the case of an undertaking not

having a sharecapillll .OII members ,lo vote al general meetings of the undertaking

on all , or substantially all, matters .

References 10 directors shall be taken to include references 10 persons

(b)

entrusted wilh lhe administration of undertakings not having directors and

references to the board of directors shall be taken 10 include the equivalenl body

in such undertakings.

2. In relation to an undertaking which does not have general meetings al which

matters are decided by lhe ellercise of voting rights, the references to holdi ng a majority

of the voting rightS in the undertaking shall be constroed as references 10 having the

right under the constitution of the undenaking 10 direct overall policy of the unde rtaking

or to alter the terms of its constitution .

Rights to appoint or remove a majority or the directors

3. Reference to the right 10 appoint or remove a majority of the board of directors

is 10 the right to appoint or remove directors holding a majority of the voting rights at

meetings of the board on al l, or substantially all, matters.

4. An undenaking shall be lreated as having lhe righl to appoi nt 10 adireclorship

(a) a person's appointment to it follows necessarily from his appointment

as director of lhe undertaking; or

the directorship is hcld by lhe undenalung itself.

(b)

5. The right to appoinl or remove which is ellercisable only with the consenl or

concurrence of anQlhc r person shall nOl be taken inlD accounl unless no other person

has a right 10 appoint or, as the case may be, to remove in relation to that directorship.

A

Right to exercise dominant Innuence

An undertakingshall not be regarded as havingtheright tocxcrcise adominant

6. influence over another undenaking unless it has a rigm to give directions with respect

to the operating and financia] policies of duu other undertaking which ilS directors arc

obliged to comply with. whether aroot those directions are for the benefit of that other

undertaking.

Righ ts exercisable only in certain circumstances

7. Rights which are exercisable only in certain circumstances shall be taken

into account only -

when the circumslallces have arisen , and for so long as they continue to

(a)

exist; or

when the circumstances are within theconlro[ ofttle person having the

(b)

rights.

8. Rights which are Donnall y exercisable but which are temporarily incapable

of ellercise shall continue to be laken inlO ac<:ount.

Rights held by o nc person OIl behalf 0( anotbe r

9. Rights held by a person in a fiduciary capacity shall be tteated as nO( held by

him.

10. Rights held by a person as nominee for another shall be treated as held by

the other.

11. RighlS shall be regarded as he ld by a per.iOD as nominee for another if they

are exercisable on that other's instructions or with his consent or concurrence.

Rights attribuied to parent undertaldng

12 . Rights shall be treated as held by a parent undenaking if they are held by

any of its subsidiary undenakings.

Disregard of certain rights

13 . The voting rights in an undertaking shall be reduced by any rights held by

the undertaking itself.

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Tenth Schedule — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

(Section 427)

PENALTIES

..

~

Failure 10 i ndi~ palticular$ (:OIICe!'1ling COIlIIllI:1tial

partnenhip on bu§illC:Sl lcl~rs etc.; and offi= 01 oommt. cia!

partneT$hip failing 10 stlte capaci ty in which ~ signs a

document on bebalf oflM commercial partnership

liquidator fai ling 10 include nalCmenl on business leuen CIC.

tb.aI. commercial ~p is being woood up or failing 10

incllllk names of liqvidayws of OOI,,,,,"y bei", wound up

Any penon inclOOing name of a llQII-panner or ficti tious

10. person in partnership-name

PartneI'1 failing 10 give l>O(ice lhall person has begun or

ceawd 10 be I. partner of I paboetSbip

P'IIrtners railing 10 keep l(:C()unling records for leD years

Failure of partners 10 &i~c notice of dissolution of

partn.rship or fail\lte of liqllidalor 10 givc notice

of his appointmeot.

Failure o f p;lrInen 10 provide for custody of

reco;>rds/documents after liquida tion

Failure of liquidalOf orclec~ person 10 k~

n::wrdsIdocumcnts of pannership for pR'saibed period

Failure of heirs of elected person to deliver

recordsfdocuments of partnership

Failure of partner Vfi~ with .ldminisuatioo or

~ion 10 deliver I COP), of an)' insIrumenl

alleling or Idding 10 !be deed of parmership of .

partnership tll romnltllldilt lhe capilal of which is

divided InlO shares 10 !he Registrar or fai lure 10

deliver amended deed of partncnhip

Trading or cwryin& on business uDder cenain prohibited names

Failure of compan)' 10 deliver report of prop<: std

acquisition of asset frQm subscriber or major

shareholder 10 Registrar

Failure of offioer to deliver I top), of an)' resolution

aL lfting or lIdding to a c:ompan)" 1 memorandum or

ankle!; 10 lhe Regimar or fai lure 10 deliver amended

memorartdum and artides

F.uu~ of officer 10 file copy of rnoI ution ~as:in& share capital

failuR of officer of ~y to deliyet 10 tbe Registrar

cop)' of resolution 10 ~trict or withdraw right of pre-emption

Contravention of sections 89 or 90( I) in respect of che

91. 1000 tiri

obliS.tioo 10 issue. pn:I5pe<:1US

Issue of ptospectus in contravention of lltaion 92(1)

HXXlliri

Issue of a prospectuS befOl"c regi5ltation thereof

1000 tin

Failure of company and its olfioer5 10 ~p iD •

xparaIe .......... 1111 money m:eiYed Iioro applicantS

in pumllInCe of. ptOSpeo;:t\I5

1000 liri

Failure of company and ilS officm; to keep in a

separIIlC JoCCQunl money reo:ived from applicants

1000 Iiri

in pursuance ofa pi Oipe<:tu5 for !iSM,

Failure to make rerum IlS 10 a1lounenu

Failure of directors to con vene general meeting

in case of serious 1051 of capital

Failure of olflOm of co~ to provide Repsnar

will! copy of resolution for company 10 acqu~ its

own ~s otherwise li'Ian by subscription

Failure of officer 10 dl5close commissiO!\$,

diSCOllnts. efC. on issue of shares

Failure of officel'1l 10 provide RegiSllV wilb

notk:e of ~plion of jRfcrence sbares

Failure of company 10 send DOIice 10 transfe~

of refllsal 10 regiSlt!" bW\Sfer of shares ~ dd.:mnres

Failure of officmo of company 10 eomply with

provisions as 10 issue of share cettificales

Failure of officers of company 10 comply w ith

provisions as 10 register of members

Failure ofolliom of company 10 keep paper

"'&iller of ~nlures

Failure of offiom of company 10 hold

1000 liri

IlIWIUal general meeting

A"'"

..... ,

~."

Sw ' ''·

m(l).

Failure of officers: of eompany 10 give notk:c to

N_

memben of righl lO VOle by proxy at I meeting of the company

200 liri

- """

OffICer 01 company COIIlJlvcnin, fu.rthcr prowisiOlUi

I31(S).

u 10 _ . b)' proxy lII. meetinp of tbe to'l'f"dY

200 IIri

14S(l),

I()(X) liri

DirKtOl' failina to disclose Interest io contncl

"""

0'00, .. 01 !'!DQ!p""Y bi1inllO _ke relUfD M

10 cbIn&e in din:don or tetrewy

200 tiri

10liri

OIfICU5 of company ram,... 10 make mlnuleJ of

149(4).

cmc.a1

N_

0 ; lti"" Uld 10 Uq. mioole boot;III. rqisIemI office

SOO liri

OtrtcerS or eomplny fl\iliq 10 Jive lIOtice 10

1~1(6).

Rc,islnIr of default in appointment of .uditon

200 lin

10 Uri

154(3).

Offlm".oo audi\Ol$ ofsubtidiary underwd"I

N_

failina 10 , ive informarioollO auctilOtl of ~nl oompM)'

100 Hti

Officers of ~nt company failin,lO provkle

154(4 ),

N_

.udilOfl with info ..... ion conw nin& OYI'I$CI SlIM"",),

100IIri

Offlwsof "" ...... , runc 10 Jive ...... joe 10

151(l).

Re,lsv. of IHCIlutioo removin, III looitor

200 tiri

10 tiri

1$9(3).

Offiet:rf of oompany 'allilll .0 ,ive lIOIic:e 10

Repsu. of ~", .. joo of auditor

1000 tin

20 tiri

I(,()(S).

Di rectOfll failing 10 Ulke rea5Ol\llblr Slept 10 convene

N_

]000 tiri

• mecting m:juisitioocd by I reltillina auditor

Auditor faiJin& 10 gxnpIy .... ith ~imncnll of

162( 11.

K!:'tion 16\ upon ttasillllO hold offICe

SOO liri

15 tiri

16l(J).

Offoecn of cou'I*IY failin& 10 comply with

5Ktioa 161 upoa .. alditor '. <le_ilia 10 bold ofl"ite

500 liri

1.5liri

N_

OffICft'S failillJ to keep .a;:QUntio, l'«oods for \ll:o)'tllt

16J(1).

500 liri

N_

Oim:lc:n ~o~in& defective aeoounl.l

1000 liri

176(4).

otrlCCn of company is$uin, Of delivmn, 10

I76(S).

N_

ReaislIlIr aeeoomlS noc duly li&1Ied

200 liri

Dim:lc:n fliHo& 10 comply with ~uirtmenl!;

177(4).

N_

.500 liri

15 10 Di~' ' epoil

N_

OffICeI' eirculalilll or ftlillJ unsianeci di~eton' ~pnn

178(4).

500 lin

Offioen of company failing to stale names cl

auditors on auditors' ~pon

Company and ilS ol'fk;ef$ failio& to send copies

of annual_nil 10 persons entitled

Offioen of eompany failing to provide document

on demand by pe.soo mlitlallO il

Di=ton failing 10 lI,y annuaiaccounlS or laying

defective annualaccounu before genenJ meefin&

DirMoR failin& 10 delivet or deli~rina

defective llDJIuaI accounts elC. 10 Rep strlr

OffICell of compa.ny fainng to file UUl ual ~Ium

Off.ee., of privale Wlnpaay offerina; UIuu

or debentum; for We 10 the public

Offioen of company falling 10 deliveTnotioe to

Regisa-. cl becomina I sin&k member company

Sole member failin& 10 IW)td in writing all

Igreernenll between IIlm and the company

Persons infringiog: seetloa 226 011 IftpanUooclltaltmenl

to OfficW Receiver IS to &fflijl$ of COil.,..oy in liquidation

Officers of company failing to give 10 Registrar noooc

of resolution for disSOlution and voIulIW)' windill8l1!1

Di=tors failing to 1IU!IlmOI1 gene~ nll';lCting or faiting

to apply 10 the Coon for appointment of liquidator

Uquid,1Di' failing 10 summon meeling of cnditors

where company unablt 10 pay debt5

Liquidalor failing 10 hold general .nee"ng where

windill8 up cootiooes for more tllan twelve illOIIlhs

Uquidacor failing to provide Registrar with copy

of the winding up IIttOIInt or a ~tum of the

general meeting on members' voluntary winding up

Uquida.or f.ilin& to call final meetin& in

membeR' volunwy winding up

Directors failing IQ comply with requiremenu lIS

IQ creditors meeting followi ng resolution for

<fulsolution and volun\.llI)' winding up

Fail~ of direaors to apply to the court 10 appoinl liquidalor

Liquidator failina 10 c:onw.oe meetinp of company

and of creditors where winding up continucs for more

Ihao twelve months

Liquidator failin& to provide Registrar with copy of winding up

lItCount or a return of the com pany and eredilort'

moc:tinp on I cmliton' voluntaly winding up

Liquid.w ram", locall,enenJ meeting or

creditors' meetina on creditors" voluntary winding up

Liquidator failing 10 notify Regi5trar of appoinunenl

Liquidator failing 10 COnlply with periodic Il'porting requin:ments

Liquidator failina 10 keep books for specified period

OfrICet" failing 10 annex 10 memorandum copy of

Court order &'i 10 I:OIllpiomiie will:! cmlilors

Company and o ffioers fai li ng \0 comply wilh

the requiremenu of section 328

Director failing to give notice 10 company and

debenture holden of iru.e~sts io ~tation 10

compromise with ctedilOll

Failure todeliver copy or Coon OIde .. for \he

nnctioning of • compromise or lImllIg<:lIll'ot \0 the Re&iwv

Officer 0\ agent ofovtnC. company failing to comply

389. with provisions as 10 n:gi stllltion or returns of oversea co mpany

Person responsible for Issuing, eimltating 0\ di stributing

I prospectu~ ttc. for an oversea company in

cmtnm.'ntioo of $tdions 39 1 \0]96

A

E L.EVENTH SCH EDULE

(Scdion 3)

TABLE OF CONCORDANCE

Short title.

1. 2 to the eXlenl

2. Interpretation.

that the definit ions

are contained

therein

,

Law governing commercial pannmhips.

3.

4. Formation of panncnhip.

,.

Different kinds of partnerships.

4 (I)

6. Indication of panic ulllB concerning

partnerships in business 1eDen, etc.

7. Definition.

•

Agreement to pay share of profits .

••

9. Partnership-name.

9, 18

10. Penalties for use of pannership-name

incl uding name of fictitious person , etc.

Contributions deemed 10 be made in ownership.

11. Contribution of a debt owing to a panner.

12. Valuation of contri bution .

14 (e)

13. 14 .

How partnership is constituted.

IS .

COnlents of deed of pannership.

IS

Registration of deeds of partnership.

16 .

A

M.~inallIIlIc foo-Iho """""'" in Iho 0rI\inIn00

Sectioo .. of

"""""""

Duty of Registrar and effect of registration .

17 .

Where certificate of registrntion is not issued.

18.

19. Changes in deed of pannership.

20 .

Where alteration consists in change of

pannership.name.

21. Reductions in contribution of a panner and

dissolution of a partnership before

period fixed for its duration.

22. Right of creditors of a partner to oppose

enlargement of duration of a partnership.

23. Duties of Registrar of Superior Courts.

24. How deed of partnership may be altered.

25. Administration and representation of a

partnership.

25 ( 1)

26. How partnership may be bound .

25 (2), (3)

27. New panners.

28. Distribution of profits.

How rights of creditors of a partner are

29. enforceable.

30. A partner may not compete with partnership.

Death of a partner.

31.

32. Expulsion of a partner.

Cessation of membership.

33. Rights of persons ceaSing to be partners.

34. Mq:inoI ""'" ror ..... .... im iD Ibo OnIiDMV>!'

Dissolution of partnerships en nom co/leetif.

35.

36. Notice of dissolution.

37. How a partnership en Mm collectifma.y be

wound up.

38. Power to remove liquidator.

Remuneration of liquidator.

40. Costs of winding up payable in priority to

other claims.

41. Penalty.

42. Powers until provision is made for winding up.

43. Duties of partners vested with administration .

Powers of liquidators.

44.

4S. Liquidator nm to distribute assets before paying

"'''''.

46. DUlY of liquidator to give information, to render

account and prepare scheme of distribution .

47. Rules applicable 10 dislribUlion of assets.

48. Approval of accounts and scheme of distribution.

Striking of name of partnership off register.

Preservation of books of account ere., after

50. dissolution.

Definition.

Applicability of provisions governing

52. partnerships en nom collte/if.

A

S . Iow 01 AI:I

00,(

•

Pattnmhip-name.

53 .

Contribution of limited partner IMX to include

54. personal services.

COnlents of deed of panneBhip.

SS.

"

Rights of general panners.

56. 57 .

Administration and representation .

SS .

Appointment of panncrs to administer and

"

represent pannership.

59. Limiled partnU cannot take pan in management

of partnerships.

60. Communication of yearly accounts to limited

panners.

61. Section 30 nol to apply 10 limited partners.

62 .

Limited partner not bound to restore profits

received in good faith .

63 .

Assig.nmeni of interest by limited panner.

64. Death of limited panDer.

Dissolution of pannership ~" commalldite.

65 .

Division of capital into shares.

66 .

67. Definition.

OS.

How company is constituted.

OS

69. Contents of memorandum.

1Q

Name of company.

1Q.

71. Objects of company.

!or.- ........ io ....

ht orzinal !IDle

Qnlirwre

Minimum share capilal.

73. Articles of association.

Registration of memorandum and articles.

74.

75. Duty of Registnu' and effects of registration.

Where certificate of registration is nOI issued .

76. Alterations and additions to rnemoraooum and

77. articles.

Reduction of share capital.

Change or name of company.

79. Aherations in memorandum or anicles increasing

liability to contribute to share capital not to bind

ellisting members wi thout consent.

81. Authentication of documents.

82. Issue of applications for shares in or debentures

of a company to be made with a prospectus.

Dating of prospectus and matters to be stated

83. therein.

84. Penalty.

Prospectus including a statement by expens.

85. Registration of prospectus.

86.

87. Resuiclion on alleration of terms menlioned in

prospectus.

88. Civil liability for mis-statements in prospectus.

Document contsining offer of shares or debentures

89. for sale 10 be deemed prospectus.

Noop ... _

+

for ... _ ' h ... ... On'-

Interpretation of provisions relating 10 prospectus.

90. No allotment of share capital unless seventy-five

91. per ce nl su~bed .

92. No allotment after lapse o f three months from

issue of prospectus.

93. Time o f the opening of the subscription lists.

Revocability of applications for shares or

94. debentures.

Return as to allotments.

Company may not hold its own shares.

96. Company may not hold shares in its holding

company nor provide financial assistance for

purchase of or subscription for its own, or ilS

holding company's shares.

Conditions for payment of commissions,

discounts. etc.

99. Application of premium recei ved on iss ue of

shares.

Redeemable pre ference shares.

Rights of holders of special classes of shares

and variations thereof.

11. Numbering of shares.

Transfer of shares.

103.

104. Registration of transfer at request or tmnsferor.

Issue of certificates.

105. A

O",.' "

7 ........... _0;·~ . . .

.... wClf

M."

Share warrants.

106.

107. Register of members.

108. RegiSlef of debentures.

Inspection of ~gis,ers .

109. 12>

11 0.

Power to close registen.

12. -

Statutory meetin,.

111 .

11 2.

Holding of annual general meeting.

"""'ty.

11 3.

128(3)

Convening of clI.traordinary general meeting

11 4.

12. OIl ~uisition .

11 5.

Length of nocice for calling meetings.

Geoeral provisions as to meetings and votes.

116.

111. Power of caU" 10 order meeting .

132 (I)

118. Proxies.

119. RighllO demand a poll .

ElI.b....ro.inary resolutions.

120. Directors.

121.

122.

13. Restrictions on appointmenl of director.

123. Removal of directors.

140(1) 10(.5)

124. Casual vacancy .

140 (6)

12~t

Disqualification for appointment as director.

Director may not compete with company.

126. 1oI_, ... _"",M ( . . ., "()od' .

127. Prohibition of loans elc. to directOl1l.

Duty of director to disclose imerest in a

128. contract with company.

Re~um as 10 changes among directOrS.

129.

130. Joint and several liability of directors.

131. Provisions as to liability of officers and auditors.

132. Minutes of proceedings.

Keeping of books of account.

133.

134. Profit and loss accoun t and balance sheet .

135. General provisions as 10 contenlS and

fonn of accounts.

136. Signing of balance sheet.

Directors' report to be anached to balance sheet.

Inspection of accounts.

139. Penalty.

140. Appoi ntme nt and remun eration of auditors.

Disqualification for appointment as auditor.

Auditor's report.

Right of access 10 books and 10 attend

143. at general meetings.

144. Annual return.

Documents to be ann exed 10 annual return.

A

k''''or

•

~_b"wj : , IzI"Ot".,

OFf , ...

Incorpor1IlCd in

Penally.

146. relevant sections

147. Oefmition .

Incorporated in

148. Provisions not applicable to private companies.

rek:vant sections

149. Exemption of private company from

requiremenlS of soctioo 145. etc.

Dissolution of companies.

I "'.

Notice of dissolution and calling of meeting for

151. 265, 279

appointment ofliquidaJ.or.

152. Appointment. removal and remuneration

270, 278, 279,

of liquidator.

28 1, 289,293

153. Notice of appointment of liquidator.

Incorporated in

Penalty.

154. relevant sections

Powen of directors and convening of

ISS.

267,295

general meetings.

Applicability of sections 43, 44 and subsection

1>6.

287,288

(I) of section 45.

Calls for payment of unpaid share capital .

157. Duties of liquidator where winding up continues

158. 273,283

for more than one year.

Duties of liquidator when affairs have been

159. 274,284

completely wound up.

Approval of accounts and scheme of

160. 275,285

distribution.

275 , 285,324

Name of company to be slruCk off the register.

16J. A

5: '_of

101_, .. .,..bdlt>_ ......... ONi

...

-

Conversion of partnerships.

162. 337 , 343.351

163. Amalgamation of partnerships.

Registration of the conversion or amalgamation

164. 33 1.338,3.50

of partnerships.

165 .

Where partnership ceases to exist on

332,339,343 (4)

conversion or amalgamatio n.

Partners with unlimited liability 10 remain

166. bound unless creditors consent 10 conversion.

333 , 340

Rights of creditors to oppose conversion

167. 334,341 . 35 1

or amalgamation.

Continuing or new pannership succecds

168. 335,342,354 ( I)

partnershi p ceasing 10 exist.

37.

169. Definition.

170. Conse nt of assoc iates required for admission

of other associates.

Relations of parties vis-a-vis third parties

171. and among themselves.

Only asSOCiating pany acquires rights and

172.

37. assumes obligations.

113. Rights of associating party and of associates.

174 .

Liabili ty of assoc iate .

3"

175. Agreements al lowed between panies.

No fonnalities req uired for association

176. en participation.

Applicalion of sections 118 10 J 82.

177. A

$00,00 • .,

MItJInoI ..... "" . . _Ib'.1bo00· :: a '

+

Cif

Documents ere. 10 be delivered by oversea

178. companies carrying on business in Malta.

38>

Return 10 be delivered by oversea company

179. where documents etc. altered.

180. Accounts of over5ea company.

181. Other obligations of oversea company.

182. Penalties .

183. Application of sections 184 to 187.

184. DocumenU etc., 10 be delivered by oversea

38>

partnerships carrying on business in Malta.

Return to be delivered by oversea partnerships

18S.

38. where dcx:umenlS etc. altered.

186. Other obligaLions of oversea partnenhips.

187. Penalties.

Dating of prospectus and particulm 10 be

188. contained therein .

393,396,397

Appfication of sections 8S. 86 and 88.

189.

190. Interpretation of provisions as to prospectuses.

Power of Prime Minister 10 appoint Registrar.

191.

192. Additional duties of Registrar.

Powers of Registrar 10 investigate affairs of

193. 40310 423

pannenhip.

194. Inspection etc. of documents kept by Registrar.

Power of Minister 10 make regulations

19.5.

42S

A

S- ' O_dAa

5~'.""

S

0 .. ;, PM

Regulations for management of a limited

First Schedule

liability company

First Schedule

Matters to be set out in I prospectus and

Second Schedule

reportS 10 be set out there in

Second Sc hedule

Third Schedule

General provisions as 10 balance sheet and

profit and loss account

168 , Third Schedule

Fourth Schedule

Contents and (ann o f annual return

Seventh Schedule

c_

M ~ ""'" fir tbo _

la "'"

" j"

,jot

Pro"-> Act , 1994

~ (Spec;"

CUi .........

"s

,

P.

t

,5

. o!

ProrisiIw)

Aa,I99oI

Sbon title and commencement

OI:her enacunen!s

Interpreuuion

Investment Companies with variable

share capital

70 (3) and (6)

Name of company

Accounts of investment company with

variable share capital

Trustees and nominees

A

s-,joaar

o

...

t '; (Spodoi"'o • ....., ...... ,"""

,

t ·

•

I

(5f>'d"

'''''''''I0000)

Aa. I'»'

Share Capital in a convertible currency

186,111

Power 10 make regulations

ScbcdWc: - Aooounts and Director's report

of an investtnent company with

Fifth Schedule.

variable share capital

Passed by the House ofRepresentarives at Sitting No. 448 of the 26th July , 1995.

RICHARD J. CAOCHl

Citric 10 fk House of Rtpruentulivu

Ippubblikal mMl-Diponimeol 10 ' ~I .. r<mn&zl:joni _ KOSIi1jo _ Pllbluh, d by IIr< 0 . " . _ , "f I~t- _ Cauill,

Mi!bu ~ n.' ... mpo<ri" to'·Gvcm _ PrMI<d tU IN Govnrt",,,"I'r;~Ii,,& 1'""

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 8 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Agreement 10 pay share of profits

Partnership name

9.

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 9 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Isem so(:jali

Pe nalitajie t

Ko ntribuzzjonijiet li jitqiesu m aghmul a fi proprjetA

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 10 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Penalties

Contributions deemed to be made in ownership

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 12 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Contribution of a debt owing to a partner

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 13 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

How partnership is constituted

Contents of deed of partnership

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 14 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Registration of deed of partnership

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 16 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

DUly or Regislfar and effects of registmlion

Where certificate of regisll1ltion is not issued

17.

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 17 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Mela m a jinharigx t.e nifikat la' registraujoni

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 18 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Person holding himself out 10 be a partner

19. Changesindeedofpannership

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 19 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Tibdil fa ll tas· soejelA

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 20 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Where alteration consists in change of partnership name

Reduction in contribution of a partner and dissolution of a partnership before

period fixed for its duralion

Right of creditors of a partner 10 oppose extension of duration of a ptlltnership

22.

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 21 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Tnaqqis fiI-konlribuzzjoni ta ' sOCju u xoljime nl qabel iz· t m ien stabbil it gI"Iad.

dewmi e n tagl"lh a .

Jedd la ' kredituri la' soeju 1i jo pJXInu Hka bbi r lad·de wmic n 18s·soejctA

22.

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 23 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Duties of Registrar of Superior Courts

How deed of partnership may be altered

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 24 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Administration and representation of a partnership and how partnership may be

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

bound

Keeping of accounting records

26. 152Q

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 26 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Titmim ta' records ta' kontijie t

Soeji gOOda

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 27 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

New panners

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 28 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Distribution of profits

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 29 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Rights of creditors of a panner

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 30 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

A partner may flO( compete with pannership

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 31 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Death of a panner

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 32 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Expulsion of a partner

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 33 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Discontinuation oimembership

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 34 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Rights of persons ceasing to be partners

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 35 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Dissolution of partnerships t!n nom collutif

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 36 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

NO[ioe of dissolution

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 37 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

How a pannership t!1I 1I0m collt:ctifmay be wound up

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 38 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Power to remove liquidator

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 39 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Remuneration of liquidator

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 40 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Costs of winding up payable in priority to all other claims

Penally

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 42 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Powers until provision is made for winding up

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 43 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Duties ofpanners vested with administration

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 44 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Powers of liquidators

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 45 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Liquidator not to distribute asSCts before paying debts

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 46 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Duty of liquidatorto give information, to re nder acco unt and prepare scheme of

distribution

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 47 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Rules applicable to distriL.llion of assets

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 48 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Approval of accounts and scheme of distribution

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 49 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Striking of name of pannership off register

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 50 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Preservation of accounting records and documents after dissolution

PARTNERSHIP EN COMMANDITE

PART IV -

51. Definition

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 52 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Applicability of provisions governing partnership t!1I nom collt:ctif

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 53 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Partnership name

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 54 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Contribution of limited partner nO[ 10 include personal services

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 55 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Contents of deed of partnership

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 56 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Rights and duties of panners

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 57 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Administration and represe ntation

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 58 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Appointment of partners to administer and represent partnership en commiJnditt!

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 59 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Limited punner cannot take part in management of partnership en commandift!

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 60 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Communication of yearly accounts to limited partners

Non-applicability of certain sections to limited partners

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 62 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Limited partner not bound to restore profits received in good faith

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 63 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Assignment of interest by limited partner and rights of limited partners

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 64 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Death or expulsion of limited partner

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 65 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Dissolution of pannership en commiJ"dite

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 66 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Division of capital into shares

A

PART V - LlM.ITED LIABILITY COMPANY

TITLE 1_ FORMATION AND FUNCTION ING 0.' COMPAJ~IES

Chapter 1_ Formation of a company and matters Inc:idental thereto

Definition

67.

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 68 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

How a company is constituted

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 69 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Contents of memorandum

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 70 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Name of company

71. Objectsofcompany

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 72 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Minimum share capiml

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 73 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Consideration for acquisition of shares

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 74 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Transfer 10 company of non-cash assel in fmr two yelm

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 75 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Articles of association

Registration of memorandum Md articles

76.

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 76 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Rcgistrazzjoni ta' memora ndum u statuI

n. Dmir ta r.Registralur u effcui ta r-rcgistrazzjoni

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 77 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Duty of Registrar and effects of registration

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 78 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Where cenificate of registration is not issued

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 79 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Altemrions and additions to memorandum and anicles

SO.

Changeofnamcofcompany

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 81 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Altemtion in memorandum or ruticles increasing liability to contribute to share

capital nOlto bind existing members without consent

82 .

Authentication of documents

Chapter II - Changes to a C{Impany's share capital

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 82 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Awtentikazzjoni ta' dok umenti

nbdB ru-uptal aujonarju ta' kumpannij.

KapkoIu U -

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 83 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Reduction of issued share capital

&4.

Investment companies with variable share capital

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 85 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Increase in issued share capilaland directors' authority to issue shares

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 86 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Amount paid up on allotment of shares in a public company

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 87 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Amount paid up on allOlment of shares in a private company

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 88 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Offering of shares on a pre-emptive basis on issue

Chapter 10 - Capital lssucs by public companies

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 89 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Issue of applications for shares in or debentures of a public company to be

made with a prospectus

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 90 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Dating of prospectus and mallers to be stated thcrein

9 1. Penalty

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 92 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Prospectus includi ng a statemenl by experts

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 93 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Registration of prospectus

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 94 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Civil liability for misstatements in prospectus

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 95 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Document containing offer of shares or debenlures for sale 10 be deemed

prospectus

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 96 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Inlell)retation of provisions relating to prospectus

C hapter IV -Allotment or shares and debentures of companies

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 97 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

No allotment unless minimum subscri ption received

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 98 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Effed of inegular allotmenl

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 99 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

lime of the opening of the subscription lists

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 100 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Revocability of application for shares or dcbentures

101 . Allotment of shares etc. 10 be deal t in on stock exchange

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 101 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Gholi ta' azzjonijiet eCt. , jsir fiI·bona

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 102 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Operation of section 101 ofmis Act whe~ prospectus offers slumi for sale

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 103 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Return as to allotments

Cha pter V - Maintenance of share capital and protectlon or class rights

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 104 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Duty of directors on serious loss of capital

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 105 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Company may not subscribe for its own shares

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 106 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Conditions in which a company may acquire its own shares

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 107 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Acquisition of own shares by a company withou t application of section 106 of

this Act

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 108 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Shares acquired or held in contravention of sections 106 and 107 of this Ad

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 109 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Conditions for acquisition by a company of its own shares where pennillcd by

I, w

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 110 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Undertaking may not subscribe for or acquire shares in its holding company or

provide financial assistance for the purchase of or subscription for its own or its

parent company's shares

11 1. Effect of acceptance of a compan y's own shares as security

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 112 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Forfeiture or surrender of shares

113 . Conditions for payment of commissions, discounts etc.

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 114 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Application of premium received on issue of shares

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 115 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Redeemable preference shares

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 116 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Ri ghts of holders of special cla~ses of shares and changes or yariations thereof

Chapter VI- Miscellaneous provisions ahout sha res and debentures

11 7.

Numbering of shares

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 117 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Numerazzjoni la' azzjonijiet

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 118 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Transfer of shares or debentures

11 9.

Registration of transfer or transmission of shares or debentures

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 119 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Registrazzjoni la' lrasreriment jcw lrasmissjoni la ' azzjooijiel Jew obbligazzjoni.

jiet

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 120 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Issue of certificates

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 121 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

SIlare warrants

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 122 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Pledgin g of securities

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 123 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Register of members

Register of debe nlU~S

124.

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 124 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Regislru la' obbligazzjooijie l

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 125 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Inspection of registers

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 126 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Power 10 close registers

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 127 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Trustees and nominees

A

C hapter VlI- Meetings and Resolutkim

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 128 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Holding of annual general meeting

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 129 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Convening of extrnOrdinary general meeting on requisition

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 130 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Length of notice for calling general meetings

131 . General provisions as to meetings and votes

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 132 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Powers of Court to order meeting

133. Proxies

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 134 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Right to demand a poll

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 135 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Extraordinary and ordinary resolutions

Cbapter VIU - Management and Administration

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 136 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Power of company to borrow money, hypotbocale or charge ilS undertaking

etc.

131. Directors

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 138 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Company secretary

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 139 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Appointment of directors

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 140 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Removal of directors and casual vacancies

14 1.

Representation of the company

Disqualification for appointment as director or compan y secretary

142.

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 142 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Skwalifika bhala batra ta' direltur jew scgrctarju tal· lr.u mpannija

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 143 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

DirectOR competing with company

Prohibition of loans etc. to director.;

144.

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 144 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Projbizzjoni 11' self «t. 1il dirclluri

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 145 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Duty of director to disdose interest in a contract with company

Return as 10 changes among directors, company secretary and in reJRSCntation

146. of company

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 146 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Prospell dwa r tibelil rost dirclturi, scgretarju lal· kumpannija u ra ppretcnlanza

taJ·kumpannijl

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 147 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Joint ond several liability of directors for breach of duty

Provisions as 10 liability of officers and audi tors

148.

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 149 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Minutes of proceedi ngs

ISO.

General duty of officers of a company

Cbapter IX - Auditors

151 .

Appointment of audi tOR

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 151 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

l'Ialra la' awdiluri

152,

Mili ta ' vahnza katwali

A

Skwalifika minn hatra ta ' awditur

Jedd g.hal tagh rif

Jedd ghal attendenza r laqg.hallal-kumpannija

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 152 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Filling of casual vaconcies

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 153 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Disqualificalion from appointment as auditor

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 154 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Righl lo infonnation

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 155 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Right to llttend company meetings

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 156 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Remuneration of auditOR

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 157 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Removalofaudilors

Ri ghl~ of auditors who are re movcd or not re-oppointed

158.

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 158 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Jcddijiet ta ' awdiluri li jitnehhew u ma jkunw: mahlura mill-gdid

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 159 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Resignation of auditor

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 160 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

RighlS of reSigning auditor

16 1.

Statement by person ceasing to hold office as auditor

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 161 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Dikjarazzjoni minn pcrsuna li ma libqax fil -kariga ta ' awditur

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 162 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Failure to comply with section 161

Cha pter X - AC(:(lunts, Audit and Annual Return

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 163 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Keeping of accounti ng records

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 164 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Accounting reference period and accounting reference date

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 165 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Alteration of accounting reference period

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 166 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Consequence of giving n()(ice under section 165 of this Act

General provisions a~ to content and form of individual accounts

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 167 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

68. AJIJl uai accounts of banks and financial institutions

69. Accounts of investment company with variable capilai

70. DUlY 10 prepare consolidated accounts

Form and content of consolidated accounts

72. Financial holding company exemption

73. Consolidated accounts - size exemption

74. Exemption for patent companies included in accounlS of larger groups

75. Disclosure required in notes to the accounts

76. Approval and signing of annuru accounts

77. Contents of the directors' report

78. Approval and signing of directors' report

79. Auditor'S report

80. Persons to whom a copy of the accounts of a company are to be sent

Din:ctors to Jay acco unts before the general meeting

82. Period for laying and approvru of accounlS

83. Copies of accounts to be provided to Registrar

84. Ann ual return

85. Exemptions for small companies

86. Share eapital in any convertible currency

87. Accounts in any convenible currency

88. Power of Minister to malce regulations altering accounti ng requirements

89. Consequential provisions to section 188

90. Coun order 10 make good failure to lay or deliver acco unts

Application to other commercial partnerships

Chapter XI - Distribution or Profits and Assets

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 168 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Kontiiiet annwali ta ' !:tanek u istiluzzjonijiel finanzjarji

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 169 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Kontiiiet ta' kumpannija ta' investiment b'kapital varjabbli

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 170 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Dmir li jilhejjew kontijiet konsolidati

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 171 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Forma u kontenut la' kontijiet konsolidali

Etenzjoni ghal kumpanniji holding finanzjarji

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 173 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Kontijiet konsolidati - etenzjoni minhabba daqs

Etenzjoni ta' kumpanniji pore"t inkluti fil-konlijiet ta ' gruppi ikbar

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 174 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Wiri mehtieg fin-noli tal-kontiiiel

175.

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 176 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Approvazzjoni u firma ta ' kontijiet annwali

X' ikun fih ir-rapport tad-direlluri

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 178 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Approvattjoni u 6rma tar-rapport tad-diretturi

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 179 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Rapport ta ' I-awdilur

Lil min ghandhom jintbaghtu I-kontijiet la' kumpannij a

Id-diretluri jqiegMu I-kontijiet quddiem il-Iaqgha generali

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 182 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Zmien ghaHqeghid u approvazzjoni ta ' kontijiet

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 183 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Kopii tal-kontijiel jinghalaw lir-Registratur

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 184 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Prospctt annwali

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 185 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Etenzjoniiiet glial kumpanniji zghar

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 186 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Kapital azzjonarju i'munita konvertibbli

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 187 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Kontijiet rmunita konvertibbli

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 188 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Selgha tal-Ministru li jagl'l.mei regolamenti li jibdlu htigiella' accounting

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 189 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Dispotizzjonijiel konsegwenzjali ghalJ-artikolu 188

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 190 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Ordni tal-Qorti ghar-rimedju biex kontijiet jitqieghdu jew ikunu konsenjati

Applikazzjoni ghal soejetajiet kummerejali oh ra

Klipltolu XI- Tqasstm ta' qUill u atti"

Certu tqassim hu projbil

192.

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 192 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Cenain distributions prohibited

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 193 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Distributions by public companies

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 194 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

OI.her distributions by investme nt companies with fixed share capilai

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 195 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Extension of section 194 to other companies

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 196 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Treatment ofdcvelopment costs

Distribution to be justified by reference to company's accounts

197.

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 197 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Tqa"isim ikun gust ifikat b' riferenzi ghall-kontijiet tal-kumpannija

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 198 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Requirements for last annual accounts

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 199 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Require ments for interim accounts

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 200 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Requirements for inilial accounts

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 201 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Method of applying section 197 to successive distributions

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 202 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Treat ment of assets in the relevant accou nts

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 203 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Distributions in kind

Consequence of unlawful distribution

204.

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 204 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Ken segwe nzi ta' tqassim illegillimu

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 205 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

ObIigalions imposed apan from section 204 no( to be prt:judiced

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 206 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Saving for provision in anides operative before 1st January, 1995

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 207 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Interpretations for the purposes of this Chapter

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 208 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Saving for other restraints on distributions

Chapter XII - Private Com pany

Definition

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 209 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

2 10. Resolutions in writing

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 211 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Exempt: company

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 212 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Single membercompanics

213, Oulnge of status of company

TITLE 11 - DISSOLUTION AND CONSEQ UENTIAL WI NDING UP OF

CO~1PANlF.S

Causes of dissolution and consequential winding up

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 214 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Meaning ofMcontribu tory"

Liabilily as contributories of present and past members

216.

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 215 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Tifsir ta ' kontributorju

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 216 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Responsabbilta bhala kontributorj i ta ' membri pre1enti u passati

2 17 . Responsabbilta la' diretturi u azzjonisti passati

SUB·TITOLU 1- STRALC MILL-QORTI

KajHtoIu I - Dispoi:iu.JoniJiet GellUali

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 217 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Liability of past directors and shareholders

SUB·TITI .. E 1- WINDING UP BVTH. .. : CO URT

C ha pler I - General Provisions

Dissolution and winding up application

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 218 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Powers of the Coon

219.

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 219 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Setgl'lat tal-Qorti

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 220 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Power to stay proceedings against company

Dispositions of property etc. after date of deemed dissolution

Warrants Il()( to be camed into effect against company

222.

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 222 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Majkunux ei:egwiti mandati kontra kumpannija

Data li fiha jkun meqjus li sar ix-xoljiment

223.

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 223 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Deemed date of dissolution

Consequences of a winding up order

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 224 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Chapter U - Omcial Receiver

Officilll Recei ver

225.

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 226 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Statement of company's affairs to be submitted to Officilll Receh'er

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 227 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Repon by Official Receiver

Chapter Ill-liquidators in a winding up by the Court

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 228 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Appointment and powers of provisional administnUor

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 229 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Functions of Official Receiver in relation to office of liquidator

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 230 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Choice: of liquidator at meetings of creditors and contributories

Meetings of creditors and contributories

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 231 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Laqghat ta' kredituri u kon tributorji

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 232 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Creditors entitled to vote

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 233 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Notice of first meeting to officers of company

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 234 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Summary of slaJement of affairs

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 235 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Where person OIher than the Official Receiver is appointed liqu idator

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 236 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

General provisions as to liquidators

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 237 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Cuslody and control of company's property

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 238 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Powers of liquidator

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 239 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Exercise and control orJiquidalor's powers

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 240 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Books 10 be kepi by liquidator

Payments of liquidator into bank

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 242 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Audit of liquidator's accou nts

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 243 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Control over liquidators

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 244 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Release of liquidator from his appo intment

Chapter IV -

Liquidation Committees in a winding up by the Court

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 245 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Determinalion whether committee is to be appointed

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 246 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Constitution and proceedings of liquidation eommillee

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 247 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Powers ofOrficial Receiver where there is no commillee

Chapter V - General Powers of the Court in a winding up by the Court

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 248 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Power 10 Slay winding up

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 249 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Sett lement of list of contributories and application of asselS

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 250 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Delivery of property 10 liquidator

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 251 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Debts due by contributory and extent of set-off

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 252 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Power to make calls

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 253 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Order of Court to be conclusive evidence

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 254 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Appointment of speciai manager

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 255 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Fixing of lime for proofs of debt

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 256 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Adjustments of rights o f contributories

Inspection of books of company

257.

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 257 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Spe:z:zjon la' kOlba tal-kumpannija

25S. ftlas tal-kont ta ' l-istralt mill·attiy

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 258 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Payments of costs of winding up oul of asse ts

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 259 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Summoning of persons suspectcd of havi ng property of the company. etc.

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 260 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Power to order c1tamination of promoters and officers

Power 10 arresl absconding contributory

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 262 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Powers of Court cumulative

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 263 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Liquidator may exercise certain powers of Coun

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 264 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Striking of name of company off the registcr

A

SUB· TITLE 11- VOLUNTARY WINDING UP

C hapter 1 -

General Provi<lions

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 265 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Noticc of resolution for dissolution and consequential voluntary winding up

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 266 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Date of dissol ution in a voluntary winding up

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 267 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Effects of voluntary winding up

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 268 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Declaration oholvency

C hapter n -I'rovlslons applicable to a members' voluntary winding up

Provisions applicable to a members' voluntary winding up

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 269 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

210. Appointment. remuneration IUld removal of liquidators

Vacancy in office of liquidator

212. Duty of liqu idlllor in case of insolvency

213. Liquidlllor 10 hold general meeting when winding up contin ues for more than

twelve months

214. Final meeting

215. Striking company's narrc off the register

216. Alternative provisions in case of insolve ncy

C bapler m - Provisions app licable to a ueditors ' voluntary winding up

211. Provisions app licable to creditors' voluntary winding up

218. Meeting of creditors

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 270 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Malra, rimunerazzjoni u tnehhi)a ta' slralt jarji

Vakanza fil-kariga ta'straltjal]u

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 272 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

OmiT ta'straltjarjuf 'kaita' insolyenza

A

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 273 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Straltjarju jag,l'lmel laqg,l'la generali mela I-istralc idum iklar minn tnu·ilxahar

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 274 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Laqg,l'la finali

275 . lbassir la' isem la' kumpannija mir-registru

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 276 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Dispotizzjonijiet allemallivi nu la' insolvenza

2n.

Oispotizzionijiel applikabbli g,I'Ial stralc volontarju laJ-bedituri

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 278 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Laqgha lal· kredituri

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 279 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Appointment and removal of liquidator

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 280 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Liquidatwn committee

Remuneration of liquidator

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 281 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Rimunerazzjoni ta ' l-istraltjarju

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 282 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Vacancy in office of liquidator

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 283 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Liquidator to hold meeting of company and creditors where winding up continues

for more than twel"e months

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 284 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Final meetings

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 285 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Striking company's narrc off the register

C hapter JV -

Provi<lions applicable 10 e"ery voluntary winding up

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 286 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Provisions applicable to every voluntary winding up

281. Distribution of property of company

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 288 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Powers and du ties of liquidator

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 289 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Powers of the Court to remove liquid:lIors

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 290 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Notice by liquidator of his appointmen t

When arran aeme nt is binding o n members

Coun may detennine questions and exercise ~wers

292.

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 291 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Meta art1ingament ikun jorbollill-membri

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 292 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

I1-Qorti lista' tidde<:iedi kwistjonijiel u teie rata setghal

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 293 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Costs of volunuuy winding,up

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 294 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Savings for rights of creditors and cont ributories

SUB· TITLE III -

PROVISIONS APPLICABLE TO EVERY MODE OF

WINDING UP

Chapter I -

Effect of appointment of liquidator and convening of meetings

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 295 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Powers of directors and company secretary to cease

Sum moning of meetings

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 296 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Sejba gballaqgbat

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 297 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Proof of notice and chairman of meeting

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 298 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Resolutions of creditors and contributories

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 299 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Other proceedings at meetings

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 300 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Notice of resignation or removal of liquidator

Chapter n - Proof and ranking of claims

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 301 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Debts of all descriptions may be proved

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 302 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

App lication of rules on ranking

Chapter m - Effects of winding up on antecedent transactions

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 303 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Fraudulent preference

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 304 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Liabilities and rights with respect to fraudulent preferences

Chapter IV _ Qualification of Liquidators and Prohibition of Certain

Transfers by Liquidators

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 305 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Qualification of liquidators

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 306 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Prohibition of certain transfers by liquidators

Chapter V -

Offences antecedent to dissolution or in course of winding up

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 307 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Fraud in anticipation of dissolution

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 308 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Fraud by officcrs of companies being wound up

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 309 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Other offences by officers of companies being wound up

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 310 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Defence to a charge under section 309

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 311 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Fraud by contributory

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 312 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Remedy against delinquent directors. liquidators, etc.

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 313 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Fraud by officers of companies subsequently dissol ved

Liability when proper accounting records are not kept by insolvent company

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 314 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

R esponsabbillll meta ma jintammux rn;()ras ta' kontijiel xierqa minn kumpan-

nija insolventi

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 315 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Responsibility for fraudu lent trading

Wrongful trading

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 316 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Kurnmert haiin

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 317 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Restriction on re-use of company names

Reference by Court for proSlXution of delinquent officcrs, etc.

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 318 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Riferenza mill-Qorti ghal prosekuujoni ta' uffiCjal delinkwenti , ect.

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 319 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Report by liquidator for prosecution of delinquent officers etc.

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 320 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Disqualification orders

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 321 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Other remedies

A

C hapter VI - Supplementary Provisions

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 322 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Statement by liquidator in respect of pending winding up

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 323 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Supplementary powe rs of the Court

Publication of striking 01T and disposal of accounting records of company

324.

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 324 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Pubblikazzjoni ta' thassir u disponiment tar-records

lal.konlijiel

ta'

kumpannija

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 325 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Defunct compani es

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 326 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Relationship with enaclments on bankruptcy

PART VI - COMPANY RECONSTRUCTIONS

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 327 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Power of company 10 compromise with creditors and members

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 328 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Infonnation as to compromise to be circulated

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 329 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Provisions for faci litating company reconstruction or amalgamation

PART VII -

CONVERSION OF COMMERCIAL PARTNERSHIPS

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 330 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Requirements for conversion of commercial partnerships

Registrat ion of the conversion of commercial partnerships

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 332 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Where commercial partnership ceases 10 exist on conversion

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 333 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Partners wilh unlimited liability 10 remain bound unless creditors consent to

conversIOn

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 334 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Rights of credilors to oppose conversion

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 335 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Commercial partnership fonned succeeds conunercial partnership ceasing to

exist

PART VIlI -AMALGAMATION OF COMMERCIAL PARTNERSHIPS

TITLE I-AMALGAMATION Ofo' PARTNERSHIPS EN NOM CouECfIF

AND EN COMMANDITE

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 336 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Application of sections 337 to 342 of this Act

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 337 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Requirements for amalgamation of commercial partnerships

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 338 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Registration of the amalgamation of commercial partnerships

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 339 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Where a commercial partnership ceases or partnerships cease to exist on

amalgamation

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 340 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Panners with unlimited liability to remain bound unless creditors conse nt 10

amalgamation

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 341 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Right of credilors to oppose amalgamation

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 342 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Acquiring or new commercial partnership succeeds commercial partnership

ceasing to exist

TITLE 11 -AMALGAMATION OF COMPANIES

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 343 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Amalgamation in the form of a - merger by format ion of a new company" or

" merger by acquisition"

Chapter 1- Merger by acquisition

Draft terms of merger

344.

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 344 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Abbozz tal·kondizzjonijiella' I·ghaqda

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 345 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Approval by extmordino.ry resol ution of amalgamation

Drawing up of delailed written repon on draft terms of merger by directors

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 346 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Non.applicability of subsections (4). (5) and (6) of section 73 in certain cases of

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 347 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

amalgamation

Wri tten report to shareholders to be drawn up by one or more experts

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 348 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Documen ts which shareholders of amalgamating companies are entitled to

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 349 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

inspect

Registration of the amalgamation of companies

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 350 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Rights of creditors to oppose amalgamation

Protection of holders of securities in an amalgamation

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 352 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Duties of Registrar in respect of amalgamations

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 353 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Consequences of amalgamation

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 354 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Liabili ty of director or expert for misconduct

355.

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 356 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Appeal from decision of the Regislnlr

Cha pter 11 - Merge r by rormation of a new company

Application of sections 344 to 356 to merger by formation of a new company

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 357 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

C hapter ID - Acquisition or one company by another which holds ninety per

cent or mo rt' of its shares

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 358 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Acquisition of one company by an()(her whic h holds all its v()(ing shares

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 359 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

AcquiSition of one company by another which holds 90% or more. but not all.

of its voting shares

PART IX -

DIVISION OF COMPA NIES

Division of a company by acquisition or by formation of new companies

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 360 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Cha pter I - DIvisIon by acqu isition

Draft terms of division

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 361 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Abbozz tal-kondizzjonijiet ta' qsim

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 362 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Approval by extraordino.ry resolution of division

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 363 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Drawing up of detailed wrilten report on draft tenns of division by directOt1l

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 364 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Wrinen repon to shareholders to be drawn up by onc or more ellpens

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 365 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Documents which shlRholders of companies involved in adivisioo an: entitled

to inspocl

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 366 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Non-applicability of certain provisions where shareholders involved in a division

are in agR:ement

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 367 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Delivery of extraordinary resolutions relating to division to Registrar for

regisuution

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 368 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Rights of creditOt1lto oppose di vision

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 369 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Protection of holders of securities in a division

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 370 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Duties of Registrar in respect of a division

371 . Consequences of division

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 371 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Konsegwenzi ta' qsim

Responsabbiltl ta' direttur jew espen ta' mgieba hatina bir-rieda )ew

b' negligenza

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 372 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Liability of director or expert for wilful or negligent misconduct

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 373 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

AppeaJ from decisions of Registru

Chapler 11 - Division by the (onnation of MW companies

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 374 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Application of preceding sections of this Part to di vision by formation of DeW

companies

Chapltr ill - Division under Ihe supervision of the Coort

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 375 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Application 10 Coun 10 supervise division and powers of the Court in relation

theldO

PART X - ASSOCIATION EN PARTICIPATION

376. Definition

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 376 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

TIfsir

Kunsens ta' I-asy .... jati mehtieg biex jidhlu assotjati ohra

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 377 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Consent of associates required for admission of other associates

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 378 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Relations of panies vis·a·vis third panics and among themselves

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 379 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Only associating party acquires righlS and assumes obligations

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 380 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

RighlS of associating pany and of associates

38 1. Liability of associate

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 381 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

RespoosabbiltA ta' assOCjat

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 382 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

AgreemenlS allowed between partics

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 383 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Formalities required for association en panicipatiOfl

PART XJ - 80DlFS CORPORATE CONSTITUTED OlITSlDE MALTA

Chapltr I - Provisions as 10 establishment or place of business in Malta

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 384 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Application of sections 385 to 389 of this Act

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 385 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Documents etc. to be delivered by oversea companies carrying on business in

Molla

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 386 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Return to be delivered by ovcrsea company where documents etc. allered

A

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 387 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Accounts of oven;ea company

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 388 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Other obligations of oversea company

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 389 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Penalties

Chapter 11- Issues by companies constituted or Incorporated or to be

constituted or incorporated outside Malta

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 390 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Application of sections 391 to 399 of this Act

39 I . Prospectus of oversea company

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 392 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Attempted evasion of section 391 to be void

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 393 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Prospectus containing st:ltement by expert

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 394 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Restrictions on allotme nllo be secu~ in pros pectus

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 395 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Stod: exchange cenificate exempting from compl iance with the Second Schedule

to this Act

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 396 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Registr.llion of oversea prospectus before issue

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 397 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Consequences of non-compliance with sections 391 to 396 of this Act

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 398 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Supplementary

Chapter 111- Provisions as to the winding up o( th ~ afl'airs in Malta of an

oversea com pany

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 399 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Affairs in Malta of an oversea company may be wo und up by the Coun

PART XlI- GENERAL

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 400 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Power of Minister to appoint Registrar

Addi tional dut ie~ of Registrar

401 .

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 402 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Protection of shareholders against unfair prejudice

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 403 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Investigation of commercial partnerships and ove rsea companies

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 404 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Investigation of a company on ilS own application or that of ils me mbers

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 405 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Other company investigations

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 406 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Inspectors' powers during investigation

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 407 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Production of documents and evidence to inspectors

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 408 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Power of inspector 10 calt for directors' bank acco unts

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 409 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Obstruction of inspectors during investigation of company's affairs

41 0.

Inspectors' reports

41 1.

Power to bring civil proceedings on company's behalf

41 2.

Expenses of investigating a company's affairs

41 3.

Inspectors' report 10 be admissible as evidence

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 410 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Rapporti ta ' l-ispetturi

Selg.ba bicx jintxlcw prol

oCet<di mcnti tivili fiscm kumpannija

SpejjeZ ta' l. invC5ligazzjoni la' affarijict tal. kumpannija

412.

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 413 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Rapport ta' l. ispetturi jkun prova

Setgha ghal invcstigazzjoni ta' min ikun proprjctarju ta' kumpannij a

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 414 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Power to in\'cstigate company ownership

4 I 5.

Provisions applicable on investigation under section 4 14

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 415 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Setgha 1i jink.iscb taghrif minghand dawk li jkollhom intcrcss fazzjonijicl, ctt.

416.

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 416 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Power to obtain infommtion as to those interested in shares. etc.

A

Power 10 impose restrictions on shares or debentures

Gazzetta tal-Gvern ta' Malta — Att 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 417 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Selgha ghail- impoZizzjoni la' rcstrizzjonijict dwar azzjonijicl jcw

obbligazzjonijiet

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 418 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Registrar's powers to mluire production of documents

Entry and search ofprcmises

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 419 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Provision for security of information obtained

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 420 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Punishment for destroying. mutilating, elc. company documents

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 422 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Punishment for furnishing f:use infornUlion

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 423 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Privileged infonnation

Right 10 inspect and obtain copies of documents ctc. kepi: by Registrar

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 424 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Power 10 make regUlations

425.

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 426 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Breach of regulatiollS

Administrn.tive penallies under this Act

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 427 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

PART xm - TRANSITIONAL AND .... NAL PROVISIONS

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 428 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Transitional proviSions

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 429 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Transitional provisions as 10 winding up of commercial panoerships

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 430 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Periods for the uercise of rights

Repeals and savings

431.

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 432 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Amendments to lhe InveSlment Services Act, 1994

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 433 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Amendments to the Malta Stock Exchange Act

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 434 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Amendments to the Banking Act, Financial Insti tutions Act. Insider Dealing

Act and Commercial Partnerships (Special Provisions) Act

Malta Government Gazette — Act 1995 25 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji
Art. 435 — XXV tal-1995 – Att tal-1995 dwar il-Kumpanniji Open official source

Amendments 10 the Malta Financial Services Centre Act and to the Duly on

Documents and Transfers Act, 1993

!.1ST OF SCHEDULES

First Schedule

Model regulations for a limited liability company

Second Schedule

MalletS 10 be specified in a prospectus and repons to

be set out therein

Third Sched ule

Form and content of individual accounts

Founh Schedule

Fonn and contenl of consolidated accounts

Indi vidual accounts and directors' repon of an investment

Fifth Schedule

company with variable: share capital

Sixlh Schedule

Contents of directors' repo"

Seventh Schedule

Contents and form of annual return

Conversion rules applicable on a change in the currency

in which the share capital of a company is expressed

and the corresponding reporting currency

Ex.planalion of upressiOlls used in subsection (2) of section

2 of this Ad and provisions supplementary thereto

Penalties

Table of Concordance

I asse nt.

(LS.)

UGO MIFSUD B ON1'o1C1

President

22nd September, 1995

ACt' No. XXV of 1995

ANACTto ngulote. inp/ace a/the ~,dal Panllt rships OrdifUlllCt,

fimiltd liability companies and othu commuciol partntrships.

BE IT ENAC tED by the President. by and with the advice and

consent of the House of Representatives. in this present Parliament

assembled, and by the authority of the same, as follows:-

This Act may be cited as the Com panies Act. 1995. and shall Sborttidt.

1. come into force on such dale as the Minister responsible for the

registration of companies and other commercial partnerships may

appoint by notice in the G overnment Gazette.

PART 1- PR£L.IMINARY PROVISIONS

Z. (1) In this Act, unless the context otherwise requires. the I~,

following expressions have the meaning hereby assigned to them -

"annual accounts" means the individual accounts required by

section 167 ofws Act and. whcreapplicable. also the consolidated

accounlS required by sec tion 170 or this A ct;

Mappointed day" means the dale appointcd by the Minister

for the coming into force of this Act

Maudilor" means a person who is an individual who holds a

warmnl to act as auditor issued under the Accountancy Profession

Act or is a panncrship of auditors dul y registered unde r the said

Act

"body COfpOr.l.le" mcllJIS anycntity having _legal personality

distinct from that of its mcmbers, and includcs a fo rcign

corpomtion

M

certificaJ.c of registration" when used in relation to a company

means a certificate of registration issued under this Act or under

the OrdinllIlce and the words 'registrulion', 'registered' and their

derivatives shall be construed accordingly

"commercial partnership" mcans _ company or other

commercial panncrship formed and registered under this Act or

fonned and registered undcr the Ordinance where applicablc

Mcompany" means _ company fonned and registcred under

Par1 V of this Act or lhe Ordinance

"company secn::tary" means a person bcingan individual who

holds the office of a company sccmary in tenns of section 138 of

this Act

"consolid:ued accoun ts" means the accou nts required by

section 170 of this Act

"contributory" shall. unless otherwise stated, have the

meaning assigned 10 il by sections 215 to 2 17 of this Act;

"Court" mcanstne Commercial Court

"debenture" includes debenture stock, bonds and any other

debt securities of a company

Mdirector" includes any person occupying the position of

director of 11 company by whatever name he may be called carrying

out substantially the samc functions in relation to the direction of

the company as those canicd out by a director

"directors' report" in relation to a company, means the

directors' report required by section 117 of this ACI

"ECU" means European Cumncy Unit of the European

Union;

"uempt company" mean s a company salisfying the

conditions laid down in subsection (2) of section 2 11 of this Act;

"expert", except where oIhclWise specifically defined in this

Act, means an auditorwhctheror not assisted by a specialist valuer;

"extraordinary resolution" has the meaning given 10 il by

section l3S of this Act;

"financial holding company" shall mean a company the sole

purpose of which is to acquire holdings in other undertakings, and

to manage such holdings and turn !hemto profits, without involving

ilseir directly or indirectJy in the management of those undertakings,

and this without prejudice 10 its rights as shareholder

"group company", in relalion to any company, means any

body corporate which is tha! company's subsidiary or holding

company, or a subsidiary orthat company's holding company, and

the term 'group' shall be construed accordingly;

"individual accounts" means the accounts rl:quired by section

167 of this Act;

"invesU1lenl company with fixed sharecapitaJ" means a public

company faJ1ing within the terms of section 194 of this Act;

"investment company with variable share capital" means a

company falling within the terms of section &4 of this Act;

"Iiri" means Maltese liri ;

"Malta Stock Exchange" means the exchange established

under the Malta Stock Exchange Act;

"member" means a shareholder of a company and a partner

in any other commercial partnership;

"Minister" means, unless otherwise stated, the Minister

responsible for the registration of commercial partnerships;

"nnme" in relation to an individual means lhat individual's

fi rst name or [lames and surname;

"notice" shall mean a nOlice in writing of an y kind;

"offirer" in relation to a company. includes adin:ctor. manager

or company secretary, but does not include an auditor;

"the Ordinance" means the Commercial Partnerships

Ordinance;

"ordinary resolution" has the meaning given to it by section

135 of this Act;

"oversea company" means a body corpor.ue constituted or

incorporated outside Malta;

"participating interest" shall mean rights in the capital of other

undertakings. whether or not represented by certificates. which.

by creating a durable link with those undertakings. are intended to

contribute to those undertakings' activities. The holding oflWenty

per rent of the capital of another undertaking shall be presumed to

constitute a participating interest unless the contrary is shown. An

interest in shares includes an interest which is convertible into an

interest in shares and an option to acquire an interest in shares.

Interests in shares held by subsidiary undertakings or held by third

panies on behalf or the company or its subsidiary undenakings

shall be deemed to be held by the company;

"prescribed" means prescribed by regulations madeordecmed

to have been made under this Act, and where no regulation is in

force in respect ora maller which may or is 10 be prescribed, means

determined, approved or allowed by the MiniSler;

"principal office" means, in relation to an undertaking not

having a registered office, the office which, for the purposes of

that undertaking serves the same or a similar purpose as the

registered office of a commercial partnership under this Act;

"private company" means a private company as defined in

section 209 of this Act;

"prospectus" means any prospectus, noti ce, circular.

advertisement or other invitation, offering to the public fo r

subscription any shares or debentures of a company;

"public company" means a company which is not a private

company;

"Registrar" means the person appointed by the Minister

pursuant 10 section 400 of this Act;

"resident", for the purposes of this Act, means -

(a) any natural person regardless ofnl1tionality who is

ordinarily res ident in Malta;

(b)

any body COfl)OI'ate established under the law of

Mal ta;

"security" inclll(\es a share. debenture or any other similar

instrument issued by a company;

"share" includes stock except: where a distinction between

stock and shares is expressed or implied;

"shareholder" means a person entered in the re gisler o f

members of a company pursuant to section 123 or the booa fide

holder of a share warmnt referRd to in section 12 1 of this Act;

"'true and fair view" refers-

Ca ) in the case of i ndivid ual a ccounts, 10 the

requirements of section 167 of this Act. and

(b) in the case of consolidated acco unts, to "he

requirements of section 171 of this Act;

"undenaking" means a body corporate or unincorporate which

carries on a trade or business.

(2) Ca) Forthe purposes oflhis ACI "parent company" i51

company which -

(i) has a majority of the members' voci ng ri ghts in

anocher undenaking (a subsidiary undenaking); or

has the right to appoint or remove a majority of

( ii)

the members of the board of directors or persons entrusted

with the administrution of another undenaking (I subsidiary

unde naking) and is at the same time a member of that

undertaki ng; or

has the right lOexercisel dominant influence: over

(ill)

an undcnaking (a subsidiary undertaking) of which it is a

member, pursuant to a contract e ntered into wi th tha t

u ndertaking or to a provi sion in that unde rtak in&'s

memorandum or anicles of association; or

(iv)

is a memberofan undertaking and controls alone..

pursuant to an agreement with other mem~rs of that

undenaldng (a subsidiary undertaking). a majority of

members' voting rights in that undertaking; or

(v) holds a participating inlcrest in another undertaking

and actually exercises a dominant innuence over Ihat

undertaking (a subsidiary undertaking) or it manages the

subsidiary undertaking on a unified basis together with it;

and "parent undertaking" shall be construed accordingly.

(b) For the purposes of the definition in paragmph (a)

oftms subsection. the provisions orltlc Ninth Schedule shall apply.

(c) The term "subsidiary undertakings" sha ll be

conslrued in accordance with paragrnph (a) of Ihis subsection and

shall include a subsidiary undertakin g o r undertakings of a

su bsidiary undertaking.

(d) References to shares of undertakings in this Act

shall include references to beneficial interests in undertakings

where the capital of such undertakings is not divided into shares;

and references to "relevant shares", "the iss ue of equity shru'es",

"the issued share capital" and ''the nominal value of the equity

shares" shall be construed accordingly.

(e) Other terms appropriate to companies shal l be

construed, in relation to an undertaking which is not a company.

as references to the corresponding persons, officers, documents or

organs. as the case may be, appropriate to undertakings of that

description.

(3) Forthe purposes oflhis Aa. compliance with "genernlly

accepted accounting principles and practice" shall require adherence 10

International Accounting Standards as may be issued from time to lime

by the International Account ing Standards Committee and to any

accou nting standards as may be made applicable from time to time in

terms of the Accountancy Profession Act

Provided that where suc h adherence conflicts with any

provision of this Act. the laner provision shall prevail.

In this subsection. the International Accounting Standards

Com mittee refers to the Commitee, established by deed of constitution

on the 28th June, 1973 which comprises the professional accountancy

bodies which are members of the International Federation of

Accou.ntanlS. esublistrd at the International Congress of AocountanlS

in Munich in 1971.

Fcwthe purposes of this Act. wbere adOC\lment required

(4)

10 be delivered to the RegisU'ar for registration is required to State the

name and residence or address of a person. it shall be deemed to require

fwtherthe official identification. by number Ol"Otherwise of such person.

as may be applicable.

In this Act and in any regulatklos made thereunder. if

(5)

there is any conflict between the English and Maltese texIS. the English

text shall prevail.

References in any other law 10 the Ordinance shall be ,,<11.

(I)

3. consuued lIS a reference to this Act and references in an y other law to a

provision ohhe Ordinance shall be consuued. insoflU' i\S applicable. as

a reference to the corresponding provision oflhis ACI: and references in

anyother law to a partnership formed and registered under the Ordinance

shall be construed as a reference. or as including a reference. to a

commercial partnership fOlllw::d and registered undcr this Act.

The table of concordance sel out in the Eleventh

(2)

Schedule to this Act may be used. insoflU' as applicable. in detennining

the corresponding provisions in accordance with subseClion ( I) of this

section.

PART U - G£l\'ERAL PROVISIONS

A commercial pannership may be of the foll owing foo ''7 .. '"

4. (I)

kinds -

"

<a) a partnership rn nom collrcrif. Of

a pannership rn commandilr: or

(b)

(c) a company.

(2) A commercial pannership other than a company may

be fonned for lhe exercise of one Of more aclS of trade.

(3) A company may be formed for an y lawfu l purpose and

shall have the statuS of -

(a) a public company; or

(b) • private company.

A commercial partnershiphas a legal personality distinct

(4)

from that of its member or members. and such legal personality shall

continue until the name of the commercial partnership is sllUck off the

register, whereupon the commercial partnership shall cease to exist

5,

A commc.rcial pannership fomiCd and registered under this

Act or under the Ordinance shall be governed by this Act im:spective

of the place where the management and control of the commercial

partnef1hip is exercised.

6. ( I ) In all its business letters and order forms a commercial

-.-. partnership shall mention in legible characters its name, bnd of

commercial pannership. registered office and rcgistrntion number,

In all its business ienm and orderfociilS a body COC'pOi'Ille

(2)

rcgislCrcd under Part Xl Oflhis Act shall menlion in legible cbaraclcrs

its name. kind of commercial pannership, the address of its principal

place ofbusincss in Mall&, the country ofits constilution or incorporation

and ilS registration number under Pan XI of this Act

(3)

In all its business lellers and order fonns a partnership

en nom collten! shall also state in legible characters the names of ilS

partners in addition [0 the requircmcnlS of 5ubseaioo ( I) of this section,

(4)

In all its business letters and order fonns a partnership

tn comntiUldirt ihall also swe in legible characters the names of lhe

partners having unlimited liability in addilion 10 the requin:ments of

subsection ( I) Oflhis section .

Every comrnc.cial pannership and every body corporate

( 05)

registered under Pan XI of this Act shall mention its name in legible

chataclen: in all its nOlices and Olher official publications. bills of

exchanae, promissory nOles. cheques and orden for money or goods

purporting to be signed on its behalf and in all its bills of parcels,

invoices, receipts and letters of credit,

(6) An officer signing a document on behalf of a commercial

pannership Oton behalf of a body corporate registered under Part XI of

this Act shall statc the capacilY in which he is signing.

(7) Where a commercial pannership is being wound up,

every leller, invoice or Olher documcnl issued by or on behalf of the

commercial partnership, being a document on or in which the name of

the commercial pannershi pappe~, shall, in addition to the requirements

of the preceding subsections of this section, contain a statement that the

conunercial pannership is being wound up and, in respect of a company

it shall also contain the names of the liquidators.

(8) If default is made in complying with the provisions of

subsections ( I) to (6) of this section every officer of the commercial

partnership who is in default shall be liable to a penalty.

(9) If default is made in complying with the provisions of

subsection (7) of this section every liquidator who is in defaull shall be

liable to a penalty.

PART m - PARTNERS HIP EN NOM COUECTI F

7. A partnership en nom collecrif (referred 10 as a ' partnership'

in the following provisions of this Part) may be formed by IWO or more

partners and operates under a partnership name and has its obligations

guaranteed by the unlimited and joint and several liability of all the

partners

Provided that no action shall lie against the individual partners

unless the propeny of the pannership has rlIlit been discussed

Provided furthermore that at least one of the partners shall

not be a company.

An agreement to pay a share of the profits of a pannership 10 ......... _10 .. '

8,

a person in total or partial remuneration for his services shall not, of ...... ofpmf ...

itself. make him a partner.

9. (I) Subject to the provisions of subsections (2) and (3) of rn ....... lp_.

Ihis section. a pannership may be designated by any name.

(2) A pannership shall not be: registered by a name which -

(a) is the same as the name of another commercial

pannership or so nearly similar as in the opinion of the Registrar it

could creah! confusion: or

(b) is in the opinion of thc Registrar offensive or otherwise

undesirable: or

(c) has been reserved for regislralion for another commercial

partnership by notice in writing to the Registrnr given not more

than three months before the date of the second request

Provided thallhe Rcgistror shall notify any refusal under this

subsection without delay 10 the person requesting the registratio n.

(3) For the purposes of paragraph (b) of subsecuon (2) of

this section, the Registrnr shal l have regard to the names oftile partners.

the business or proposed business of the panncrsh ip and 10

the protection of the names of individuaJs who are not connected in

any way with the partnership.

10. Any person who Irmowingly makes use of a name falsely

implying the existence of a partnership shall be liable 10 a penalty.

11. Unless specifically provided in the deed of partnership. things

contributed to the partnership shall be deemed 10 have been transferred

in full ownershi p

Provided thal. where any of the panners has co ntributed his

own services only, the contributions made by the other partners shall,

unless specifically provided in the deed ofpannership. be deemed 10

have bee n made in usufruct.

n. Where a partner has contributed to the partnership a debt

owing to him. he shall nOI be discharged until the pannership obtains

payment of the amount for which the debt was contributed and. in case

of non-payment at the due date. he shall be liable. jointly and severally

with the debtor. for the said amount with interest from the date the debt

contributed fell due.

13. A pannership shall nO( be validly con~tituted unle~~ a deed

of partnership is entered into and signed and a certificate ofrcgislmlion

is issued under this Act in respect thereof.

14. (I) The deed ofpannership shall state -

(a) the name and residence of each of the partners;

(b) the partnership-name;

(c) the registered office in Malta of the partnership;

(d) the objects of the partnership. th3t is 10 say. whether the

objects are trade in general Of a particular branch of trade. and in

the latter case. the nature of the trade;

(e) the contribution of each of the panners. specifying the

value of the respeclive contribution of every partner;

<0

the period if any fixed fortne duration of the partnerShip.

(2) 1beclI:clusion orOmiSSiOll of any malter flOm the objects

stated in the deed of partnership may not be set up against third parties.

IS. ( 1) The deed of partnership s hall be delive red for ' ''Si ....... of_

registratiOlllo the Regisuar who. being satisfied that it complies with ofI'd .... .,.

the requirements of section 14 of this Act and of subsection (2) of this

section. shall register it

(2) Where the deed of partnership is a public deed or a

private writing enrolled in the records of a ootary public. an authentic

copy thereof shall be delivered in lieu of the original.

(3) 1be aforesaid delivery shall be made by anyone of the

partners or his authorised agent.

16. (1) On the registration of the deed of pannership the o..oyof Rtpr..

Registrar shall certify under his hand that the partnership is registered :'~::.of

and the partnership shall eome inlo ell:istence and shall be authorised to

commence business under the partnership name as from the date of the

certificate

Provided that. if registration is obtained before the dale fllI:ed

in the deed of partnership for the commencement of the partnership,

the certificate shall indicate such dale. and the partnership shall come

into ell:istence and shall be authorised to commence business as from

such later date.

(2) A certificate of regi stration given in respect of a

partnership is conclusive evidence that the requirements of this Act in

respect of registration and of mallers precedent and incidental to it have

been complied with and that the partnership is duly registered. under

this Act.

17. Unless and until a certificate of registration is issued under _<MIlkoIoot

this Act in respect of a partnership or until the date indicated in a ~ioo io "'"

certificate of registration as the date on which a partnership shall come

into ClI:istence-

(a) any two or more persons carrying on business under a

name falsel y implying theexistence of a partners hip shall have. as

against one anothe r and limitedly to propwy acquired from such

business. such rights only as are by law confened on joint owners;

any obligation contracted in favour of third panics in

Cb)

good faith under a name fal sely implying the existe nce of a

partnership shall be joindy and severally binding on those persons,

who. if a cenificate of registration had been issued, would have

been panners carrying on business under that name.

A perwn who holds himself oul as being a partner shall

18. (1)

be held liable unlimitedly and joindy and severally with the partners

for alllhe obligations conuacted by the pannership.

(2) The incl usion in the pannership name of the name ofa

person who is not a partner shall be laken into account by the Court in

determining whether such person is holdin g himself out as being a

partner.

Every change relating to the admi nistration or the

19. (I)

representation of a partnership. the dissolution of a pannership before

the period. if any, fixed for its duration, any extension of the said period

not expressly provided for in the deed of partnership and generally any

alleration or addition to the deed of pannership shall be made in writing

and dul y signed by the partners authorised to make that change and,

SUbject to the provisions of section 2 1 of this Act, shall nO( take effect

unless and until the relative instrument or, where such instrument is a

public deed or a private writing enrolled in the records ofa notary public.

an authentic copy thereof is delivered to the Registrar for registration

and is registered by him. In the case of a change relating to the

administration or the representation of a pannership. the relative

instrument shall specify the name and residence of the person or persons

entrusted with the said administnttion or representation.

(2) Where the extension of the period, if any. fixed for the

duration of lJ partnership is expressly provided for in the deed of

partnership, the partner or partners havi ng the administration or

representation of the partnership shall, notwithstanding thal provision

in the deed, deliver a notice of extension of the period of duration to the

Registrar for regislr3tion and such extension shall not take effect unless

and until the said notice is delivered to the Registrar and is registered

by him.

(3) Where a partner ceases to be a partner or where a person

whose name does not appear in the deed of partnership or in any

alteration or addition thereto becomes a partner of an already existing

partnership, a notice to that effect, specifying the name and residence

of any new partner, shall, within one month. be delivered to the Registrar

for registration by the panner or panners having the admi nistration or

the representation of the partnership

Provided that any assignment of interest in whole or in pan

of any partner shall. unless otherwise provided in the deed of partnership.

mquire the prior consent in writing of all the other partners.

(4) If default is made in complying with the provisions of

subsection (3) of this seclion. the ptlrtner or partners having the

administration or representation of the pll rtnership shall be liable to a

penalty. and. for every day during which the default continues. 10 a

further penalty.

20. Where the alteration 10 the deed of pannership consists in a WberI ..........

change of the partnership name, the Registrar shall eDlet the new name

on the register in place of the fonner name and shall issue a certificate

of registration altered to meet the cireumstances of the ease

Provided that the provisions of section 9 of this Act shall apply

to the registration of such new name.

21. (I) Any reduction in the contribution of a partner, other , .... ?'"!'-

than a contribution consisting in personal services. any dissolution of

the pannership otherthan upon expiry of the period, if any, fixed for its _

' anyre d uCIJono

'

f'c

uIl' - tenno fd uratlOn,\

'

'f any,o f ....

-

.. , ..

d urallon,

u..,partnersmp

or any assignment by a partncrof all his interest in the pannership shall -

nOI be operative untillhree months from the date of publication of the

statement in accordance with paragraph (e) of subsection ( I ) of section

401 of this Act relating 10 the instrument effecting such reduction,

dissolution or assignment.

(2) Any credilor oflhe partnership whose debt existed prior

10 the publicalion refened to in subsection (I) of lhis section may object

thereto by writ of summons, within the period of three months as

aforesaid and, ifhc shows good cause why it should not take effect, the

Court shall either uphold the objection or allow the reduction of the

contribution or the dissolution of the partnership or a reduction ofthc

tenn of duration, if any, or the assignme nt of the iDlerest of the partner,

as ti1e case may be, on sufficienl security being given by the pannership.

22, (I) Where the duration oh partnership is extended beyond IllpI of a .... of

the period. if any, in the deed of pannership, the separate creditor of a' ''' "' .........

partner may object to such extension by writ of summons filed within =<O'~

three months from Ihe dale of the publication of the statement in ...... *"ip.

accordance with paragraph (e) of subsection ( I) of section 401 of this

ACI relating to the instrument effecting such extension and, upon good

cause being shown, the Court shall direct the partnership to liquidate

such panner's interest in the partnership within three months of the

judgement.

(2) The provisions of subsection (I ) of this section shall

apply whether an y extension ofthc period fixed for the duration of the

pal1ncn;hip is or is not expressly provided forin the deed of partnership.

(3) A separate creditor of a panner may only object in

pursuance of this section if his debt existed prior to the publication of

the statement referred to in subsection ( I) of Ihis section .

23. The Registrar of the Superior Coons shall, without delay,

cause a copy of any writ of summons filed under sections 2 1 and 22 of

this Act and of any judgement given thereon 10 be served on the Registrar

for regislrol ion.

Unless otherwise provided in the deed of partnership, any

24. allerntion or addition thereto may only be made with the unanimous

consent of lhe panners.

25. ( I) In so far as the deed of partnership does not otherwise

provide, the administr.lIion and representatioo of the partnership s hall

.. iIIIp_ bt vest in each of the partners severally.

(2) A partnership may not be bound in favouroflhird parties

eltcepl by a partner &Cting under the pannership name and having the

representation of the partnership either by vi rtue of the deed of

pannership or by operation of law.

(3) Where an y suc h partner has acted as aforesaid. the

pannership shall be bound even though it derives no benefit.

26. (I) NOIwithstanding the provisions of section 26 of the

Commercial Code. the accounting records of the partnership shall be

kept for a period of ten years

Provided that where the accou nting records are kept in a bound

or unified fonn. the ten years shall commence to run from the date of

the last entry made therein.

(2) If default is made in complying with the requirements

of subsection { J} of this section, every pannerwho is in default shall be

liable to a penalty.

27. (I) Where a person becomes a partner of an already existing

partnership, he shall thereby become liable for all the obligation:;; of the

partnership, even if incurred before the date at which he becomes a

panner.

(2) Any agreement to the contrary shall be of no effect with

regard to third parties.

28. A partnership shall not distribute profits until it h& made DtibllwO"af

good all losses.

29. The separate crediton of a p!!Jt.rier may enforce their rights.

during the continuance of the partnership. on the share of the profits

due to their debtor and, on the dissolution of the partnership, on such

portion of the assets of the partnership as is due to their debtor on the

partnership being wound up.

30. ( I) A partner shall not, in competition with the partnership ""' ___ "'"

and without the express consent of the other partners, carry on business ""'!." ~

on his own IItXQIInt or on account of others or be a panner with unlimited'"

linbility in another partners hip.

(2) If a partner acts in contravention of the provisions of

subsection (I ) of this section, the partnership may, at its op(ion, either

take action for damages and interest against the offending partner or

demand payment of any profit made by him in violation of the aforesaid

prohibition.

(3) The exercise of the rights conferred by subsection (2)

of this section shall be barred by the lapse of two years from the date of

the contravention.

31. (I) Saving any provision to the contnlry in the deed of OeaIhof .... · ..

partnership, in the event of death of one of the partners the surviving

partners shall liquidate thedeceased partner's interest in the partnership

in favour of his heirs, unless the surviving partners unanimously elect

either to dissolve the partnership or to continue the partnership with the

heirs, if. in the laner case, sueh heirs accept

Provided that where not al l the heirs are in agreement, the

partnership may continue with those who SO elect as long as the

dissenting heirs' interest in the partnership is liquidated in their favour.

(2) Where the deceased partner has bequeathed his interest

by legacy. the provisions of subsection (1) of this section shall apply as

though references to heirs were references to the legatees of such interesl.

32. ( I) A partner may be expelled from the partnership by a F.p ..... af.

decision of the majority in number of the ()(i1cr panners unless a higher P* '.

majority is required by the partnership deed -

(a) i(hc does not make his contribution in accordance with

the partnership deed

if he commits a serious breach of dUlY as a partner;

(b)

(c) if he contravenes the provisions of subsection (I) of

section 30 of Ihis Act

if he is interdicted or incapacitated;

(d)

in suc h Other cases (or which provision is made in the

(e)

deed of partnership.

(2)

Any decision taken as aforesaid shall be notified.

together with the reasons thet-cfor. by judiciaJ act served on liJeeJlpelled

partner, and shall not take effCCl until the lapse of founeen days from

such notification.

(3) The expelled panner may, by writ of summons filed

within fourteen days (rom the notification as aforesaid. object to the

decision and the Coun shall have power 10 Slay the execution of the

said decision pending its judgment.

(4) Where the partnership consists of two partners only. the

expulsion of a partner may only be ordered by the Court al the suit of

the other panner.

A partner shall not be entitled 10 continue as a partocr if -

33. (a)

he is adjudged banKrupt: or

his interest in the pannership has been liquidared under

(b)

the: provisions of section 22 ormis Ad.

34. (I) A panner who is el'pelled or who by vi rtue of the

immediately pltteding sedion is nO( entitled to continue as parmershall

have the right 10 have his interest in the: pannership liquidated.

(2) There shaJl be included in the liquidation of the interest

of a panner who is upelled, or who by virtue of the immediately

preceding section is nOI entitled to continue as a partner. a pro rata

slweorthe profits or losses on all work in progress up 10 lhe:date oflhe

upulsion.

35. A pannership l!fI nom COlll!Clif is dissolved -

when' the period, if any, fixed for its du ration expires;

(a)

if, subject to the provisions of section 21 of this Act. all

(b)

the partners so agree;

(c)

if the panncrship is adjudged bankrupt;

(d) if, subject to the provisions of section 21 of this Act, in

the opinion of the Court. there exist grounds of sufficient gravity

to warrant dissolution;

(e) if the number of partners is reduced below two and

remains so reduced for more than six months;

in such ()(her cases for which provision is made in the

(t)

deed of pannership.

36. (I) Onthedissolutionofapartnership,andinnocaselater_ of

than fourteen days after such dissolution. the partners having the di_lIIiao..

administration or the representation thereof shall deliver to the Registrar

for registration a notice of the dissolution

Provided that. where a partnership is adjudged bankrupt or

dissolved by order of the Court. notice: of the dissolution shall be given

as aforesaid by the Regisrmr of the Superior Couns.

(2) The (ollowing provisions of this Pan shall apply to the

dissolution of a partnership except where the partnership is adjudged

bankrupt, in which case the provisions of the Commercial Code relating Cop.Il.

to bankruptcy shall apply.

37. (I) Where the manner in which the partnership is to be How.",,~ ~

wound up is not provided for in the deed of partnership or is not :.,-:: .:."' ....

detennined by agreement between the partners. the partnership shall be

wound up by ODe or more liquidators.

(2) Uthe partners do not agree as to the person who is to be

appointed liquidator, the appoi ntment shall be made by the Court, on

the application of any partner, creditor of the partnership orthe Registrar.

(3) The liquidator shall, within fourteen days after his

appointment, deliver to the Registrar for registration a notice of his

appointment stating his name and residence.

38. A liquidator, whether appointed by the partners or by the

Court, may be removed from office either by the panners, if they so

agree, Of by order of the Court. on a demand by writ of summons made

by any ofthe partners, if the Court is satisrted that there exist su ffieient

grounds to wanant his removal.

The rem uneration oflheliquidatormay be rlXed by agreement

39,

between the partners and the liquidator. failing which il shall be fixed

by the Court.

40. All costs. charges and expenses properly incurred in the

winding up. including the remunernLion of the liquidaloc, shall be payable

out of lhe assets of the partnership in priority 10 all other claims.

41. If defaul t is made in complying with any of the requirements

of section 36 and of subsection (3) of section 37 of this Act. every

partner or liquidator. as the case may be. who is in defaLl!t. shall be

liable to a penalty and. forevery day during which the default continues.

to a further penalty.

42. Until such time as provision is made for the winding up of

the partnership. onl y such acts as are of ordinary administration may be

perfonncd.

43. ( I) Where a liquidator is appointed.lhe partners vesled with

the administration of the partnership shall -

(a) del ive r to the liquidator all the assets and all the

accounting records and other doc umen ts of the partnership and

shall draw up accounts relating to their administration for the period

since the preceding accou nts: and

(b) together with the liquidator. draw up a balance sheet

showing the slate of affaia of the partnership as at the date of the

dissolution.

(2) Subject to the provisions of subseetion (I) of this section,

on the appointment of a liquidator all the powers of administration or

representation of the partnership ve~ted in any of the partners shall cease.

44. (\) The liquidator shall represent the partnership and shall

have power to perfonn all acts conducive and ancillary to the winding

up of the affairs of the partnership

Provided that he shall not refe r any maner to arbilration or

make any compromise unless so authorised in writing by the panners.

(2) The liquidntor shall not undenake any new transaction.

Where more than one liquicbtoris appointed, they shall

(3)

acr.jointly and shall be jointly and severally liable for their acts, unless

the partners have otherwise provided.

45. (1) The liquidator shall not distribute any assets of Ihe Uq";,!_"",IO

prutnership among the partners unless either the debts and liabilities of : ' : : : : _.

the partnership have been paid or sufficient funds have been set aside

for the payment thereof.

(2) Where the assets of the pannership m insuffi cient 10

meet its liabilities, the liquidntor may demand from the partners payment

of the contribution, if any, due by them. irrespective of the dnte when it

falls due, and, if necessary, the sums required for the payment of the

aforesaid liabilities in the proponion in which the liabilities of the

partnership are to be borne by the partners.

(3) The liquidator may furthermore de mand from the

partners payment of the contribution, if any, due by them or any pan of

it, irrespective of the dare when it falls due, for the purpose of adjusling

the rights of the prutners among themselves.

46. (I ) The liquidator shall, at the request of any of the panners, 0.., of IIqo . . !. 10

inform the partners as to the state and progress of the liquidation.

(2) As soon as the affairs of the partnership are wound up, cIi .. •• ••

the liquidator shall render an account of the winding up and of his receiptS

and paymenL~ and draw up a scheme of distribution.

47. In the distribution of the assets of a pannership the following R .... IfIPI_ 10

provisions shall apply, unless otherwise provided in the deed of =~of

partnership, that is 10 say -

(a) where a thing has been contributed in usufruct or

enjoyment, it shall be restored to the partner contributing it and

the partnership shall be held liable in damages if the thing has

perished or deteriorated for any cause attri butable to any of the

panners, saving the right of the pannership 10 the reimbursement

of any sums so paid against the panner who is at faull;

(b) the assets of the partnership shall first be applied in

repayment of the contributions of the panners and any balance

shaU be distribUled among the panners in proponion 10 their share

in the profits of the partnership;

where it has been agreed that thedistribution of the assets

(c)

shall be made in kind. the provisions governing partition of

common property shall apply.

48. (1) The liquidator shall by judicial act serve on each of the

partners a copy of the accoun ts and of the scheme of distribution

mentioned in subsection (2) of section 46 of this Act.

(2) The accounts and the scheme of distribution shall be

deemed to have been approved by all the partners if no objection thereto

is lodged by writ of summons by any of the partners within three months

of the service of the judicial net refem:d to in subsection (I) of lhis

section.

49. On the approval of the accounts, the liquidator shaU deliver

to the Registrar for registration a notice of such approval and the

Registrar shall thereupon register it and strike the nam: of the partnerShip

off the register. The Registrar shall forthwith publish a notice of the

completion of the winding up and of such striking off.

50. (1) The accounting records and the documents of the

....:I... '&la on .. partnershi p shall be kept by the liquidalor, if any, orby the person elected

for that purpose by the majority of the partners and shall be so kept for

a period often years from the date at which the nam: ofttle partnership

was struck off the register. The election of such pe~n shall take place

wilhin fourteen days from the registnltion of the notice referred to in

section 49 of this Act and shall not be effccted until such person has

signified his acceptance in writing to the panners within founcen days

from his election

Provided that where there is no liquidator and the partners

fail to elect such person or where such person refuses to accept his

election, the accounting records and documents shall be delivered to

the Registrar within fourteen days of the non-acceptance or failure to

elect as the case may be. and the Registrar shall keep such records for

the said period of ten years.

(2) Where a person has been elected to keep the accounting

records and the documents of the partnership, or where the partners

have fail ed loelcct such a person. the partners shall infonn the Registrar

accordingly within fourteen dllYs of the date when the election becomes

effective or from the failure to elect within the prescribed period. as the

case may be. and in default. tn::: partners shall be liable to a penalty.

(3) If the liquidator or the person elected by the partners to

keep the accoun ting records and documents of the partnership fails to

keep them for the period prescribed by subsection ( I) of this section. he

shall be liable to a penalty.

If the liquidator or the person elected by the partnmo to

(4)

keep the accounting records and documents of the partnership dies. his

heirs shall be obliged to deliver the said accounting records and

documents to the Registrar within silt months and the Registrar shall

keep them for the remainder of the period prescribed by subseclion (I)

of this section.

(5) The heirs referred to in subsection (4) of this section

shall be liable 10 a penalty if they do not comply with the provisions of

that subsection.

PART IV - PARTNERSIfiP EN COMMANDI TE

SI. A partnership en commandite operates under a partnership OrllnItiooo.

name and has its obligations guaranteed by the unlimited and joint and

several liability of 0 ne or more partners, called genenll partners, and by

the liability. limited to the amount, if any, unpaid on the contribut ion,

of one or more partners, called limited partners.

52. The provisions governing partnerships en nom colltcti/shall ~ii :':::'~or

apply 10 pannerships en commo.ndite except insofar as they are ::: .......

~ ... -

inconsistent with the provisions of this Part.

53. (I) A person who holds himself out as being a genenll I'1n ""'Iif-.

partner shall be held liable unlimitedly and joinlly and severally with

the genenll partners for all the obligations contracted by the partners hip.

The incl usion in the partnership name of the name of a

(2)

person who is not a partner shall be taken into account by the Court in

detennining whether such person is holding himself out as being a

partner.

~ contribution of a limited partner shall nOI include ; .. ..:; ; .....

54. personal servtces.

., ......... paw ..

SS. The deed of partnership of a partnership en cOfflll1Ondite, in e

addition [0 the particulars prescribed by section 14 of this Act. shall'"

specify which of the partners arc general partners and whic h of them

arc limited panners, and in default the partnership shall resolve itself

inlO I partnership en IIOm colfecrif

56. (1) Unless otherwise provided in the other provisions of

this Part the rights and duties of the general partnerl> shall be the same

as those of panners in a pannership en nQm cQllec/if.

(2) UnJess otherwise provided in the deed of partnership

but subject to the provisions of this Part, limited partners shall have

only the rights and duties provided by this Part.

57. The administration and representation of the pannership en

commarrdile shall vest in the general partners, and unless the deed of

pannership otherwise provides. such administralion and representation

shall vest in each of the general partners severally.

58. The general partners shall by unanimous decision have the

right to appoint the partners who are to administer and represent the

pannership t!/J cQmnUlfldile and to dismiss from office the partners so

appoi nted

Provided that the deed of pannership may provide that the

limited partners shall have the right to participate in the appointment or

dismissal ofpanners from the office of administration and representation

of the partnership.

59. ( I) A limited partne r shall not perform any acl of

administration nor transact business on behalf of the partners hip en

commandite except by virtue of a power of attorney given for specified

acts or transactions.

(2) If a limited partner acts in contravention of the aforesaid

prohibilion. he shall be bound. in regard to third parties. unlimitedly

and jointly and severally with the general panners forall the obligations

of the pannership en commandite and shall moreover be liable to be

expelled from the partnership in accordance with the provisions of

section 32 of this Act

Provided that a limited partner acting in contravention of the

prohibition contained in subsection (1) of this section shall not be

expelled from the partnership if he proves that he had been acting on

the instructions of the general partners.

60. AI the end of each accounting period the balance sheet and

profit and loss account of the pannership ton com"wndite shall be

communicated 10 the li mited partners. who. for the purpose of

ascertaining their correctness. shall have a right of access to the

accounting records and other documents of the partnership.

(c) of Nuo'.II'!III"W>lI

61. . The pro visio ns of section

30 and of paragraph .,

.

subsection (I) of section 32 of this Act shall not ap ply to a limited limilOdl"'b .....

partner.

62. Notwithstanding the provisions of section 28 of this Act, a U .... od portno<'"'"

limited partner shall in no case be bound to restore profits received in

good faith.

63. (I) Unless the deed of partnership otherwise provides. a M ........

limited partner may assign his interest in the partners hip ell coml1UUldile : I'"

Provided that, if the contribution of a limited partner is not

fully paid up, any assignment of his interest in the partnership shall not

have effect, with regard to the partnership. unless it is made with the

consent of all the general partners.

(2) Unless the deed of partnership otherwise provides, any

changes in the deed of partnership which depri ve limited partners of

any of their rights shall require the unanimous consent of alllhe general

partners and of all the limited partners.

64. ( I ) Unless lhe deed of partnership otherwise provides, in o..m .... updw..

the event of death of a limited partner, the pannership en commllrllJile 01' ~milOd pmnot.

shall continue with his heirs.

(2) NO{Withstanding the provisions of section 32 of this Act,

interdiction or incapacitation shall nOl be grounds for expulsion of a

limited partner.

65. ( I ) A panners hip en co mmandile. besi des be in g OisooI .... oI

detenninable for an y of the causes mentioned in section 35 of this Act, " " '0 oJiI<. ~

shall be dissolved if no general partner or no limited partner remains.

unless, within six months, the partner who has ceased to be a partner

shall have been substituted.

(2) Where no general partner remains. the limited partners

may, for the said period of six months, appoint one ofmeir numbe r for

the perfonnance of acts of ordinary administration.

(3) A limited panner appointed as aforesaid shall not be

subject to the provisions of section 59 of this Act.

66. (I) Without prejudice to the foregoing provisions of this Di ...... oIc 1',01

Part. the capital of a partnership en commandile may be divided into

,,,,=.

(2)

The provisions of this Act relating 10 shares in a

company OIher than the provisions of section 72 of this Act shall apply

to the shares in a partnership en commandite in so far as they arc nOl

inconsistent with the foregoing provisions of this Part.

The provisions of Chapters IX and X of ParI V of this

(3)

Act, other than for the provisions of section 184 of this Act. shall apply

to a partnership en commandite, the capital of which is divided into

shares.

(4) It shall be lhe duty of the partner vested with the

admi nistration or representation of a partnership en commandite. the

capital of which is divided inlO shares, 10 deliver to the Registrar for

registration the inst ru ment or a copy thereof as required by section 19

of this Act altering or adding to the deed of partnership within fourteen

days from the date of the said alteration or addition, together with a

printed copy of the deed of panncrship. as amended; and any previous

amended te1lt of the deed of partnership may be discarded by the

Registrar when a subsequent amended text is delivered to him for

registration

Provided that in the event of a discrepancy between the te1l1

of any amended deed of partnership and the text of the original deed of

partnership registered in accordance with the provisions of section 16

of this Act. the laner tut together wi th any instruments registered in

accordance with the provisions of subsection (4) of this section. shal1

prevail.

(5) The provisions of section 78, subsections (4). (5) and

(6) of section 137 and of subsection (2) of section 142 of this Act shall

apply to a partnership en commandite. the capital of which is divided

into shan:s, with the substitution of references to partners vested with

administration or representation for references to directors, officials or

!he board of directors; with the substitution of references to pannership

en commandite, the capital of which is divided into shares. for references

to company; with the substitution of references to deed of pannershi p

for references to memorandum or memorandum and anicles; with the

substitution of partners for references 10 shareholders; and. with regard

to subsection (5) of section 137 of this Act, with the substitution of the

tenn "a decision of the partners" for the tenn "any resolution of the

general meeting or from a decision of the board of di rectors",

(6) If default is made in complying with the provisions of

s ubseclion (4) of this section, every panner vested wil h the

administnuion or representation of a partnership en commandite the

capital of which is divided into shares who is in default shall be liable

10 a penalty. and for every day during which the default conti nues, to a

further penalty.

A partnerShip en commandite. the capital of which is

(7)

noc divided into shares, may change its status to a p3I1nership en

commandite. the capital of which is divided inlO shares, by a decision

taken in accordance with the provisions of the deed of pannership, or,

in the absence orany such provision. with theconsent of a1llhe partners,

both general and limited

Provided that where one Of more limited partners, holding in

the aggregate not more than one· founh of the total contribution of the

limited partners, have not given their consent the partnership en

comnlQlU/itt may nevertheless proceed with the change of its §latus,

bIll il shall be required. for the purpose of such change, 10 liquidate and

re-imburse 10 every panner who has not given his consent. if he so

requests. his interest in the partnership en commandite on such tenn§ as

may be agreed, or a.~ the court, on a demand of either the partnership or

the limited partner, may deem fit to order.

A partnership en commandite. the capilal of which is

(8)

divided into shares. may change its statlls to a partnership ell

comntlJJldite, the capital of which is noc divided into shares. by adccision

taken in accordance wilh Ihc provisions ofthc dced ofpannership or, in

the absence of any such provision. with the consent of all the partners.

both general and limited

Provided that where onc or more limited partners, holding in

the aggregate nOI more than one-tenth of the share capital of the

partnership. have not given theiroonsent. the pannershiptll commandite

may nevertheless proceed with the change of its status. but it shall be

required. for the purpose of such change. to redeem the shares held by

every partner in the partnership en commandire who has not given his

consent, if he so requests, on such terms as may be agreed or as the

court on a demand of either the partnership or of the limited partner

may deem fit to order,

(9) It shall be the duty of the partner vested wit h the

administration or representation of a partnership en commandite. which

has decided to change its statos in accordance wi th subsection (7) of

this seclion. to dcliverto lhe Registrar for registration the instrument Of

a copy thereof as required by section 19 of this Act, altering or Gelding

to the deed of pannership logether with a printed copy of the deed of

partnership as amended. and the provisions of subsection (4) of Ihis

seaion shall thereafter apply to the pannership.

It shall be the duty of the partner ves ted with the

(10)

adminiSlI':Uion or representation of a partnership en col7U1Ul!ldile which

has decided to change its SlafUS in accordance with subsection (8) of

this section, 10 deliver to the Registrar for registration. the instrument

or a copy thcre<lf as required by section 19 of this Act. altering or adding

to the deed of partnership togethe r with a printed copy of the deed of

partnership as amended, and the provisions of subsection (4) of this

section shall thereafter no longer apply to the partnership.

(1 1) The change of status referred to in subsection (7) or in

subsection (8) o f Ihis section shall not take effect unless and until it is

registered as required by subsection (9) or by s ubsection (10)

respectively, of this section.

PART V -

LIMITED LIABILITY COMPANY

TITLE 1- FORMATION AND FUNCTIONING OF

CO~tpANlF.S

Chapter I -

.'onnalioD of a company and matlers

Incidental thereto

67. A company is fOilllcd by means of a capital divided into shares

held by ilS members. The members' liability is limited ( 0 the amount. if

any, unpaid on lne shares respectively held by each of them.

68. A company shall not be validly constituted under this Act

unless a memorandum of association is entered into and subscribed by

at least two persons, and a certificate of registration is issued in respect

thereof. Companies fonned and registered under the Ordinance shall

comply with this Act in accordance with the provisions of section 428.

69. (I) The memorandum of every company shall state -

(a) whether the company is a public company or a private

company

the name and residenceofeachofthe subscribers thereto

(b)

(c) the name oflhe company;

(d)

the registered office in Malta of the company

the objects of the company

(e)

the amount of share capital with which the company

(f)

proposes to be repstered (hereinaficr referred to as "the authorised

capital"), lhe di vision thej(:of into shares of a fixed amoun t, the

number of shares laken up by each of the subscribers and the

amount paid up in respea of each share;

(g) the number of lhe directors, the name and residence of

the first directors and, where any of the directors is a body corpoiate,

the name and registered or principal office of the body corporate,

the manner in which the representation of the company is 10 be

exercised, and the name of the first person or persons vested with

such n::presentation;

the name and residence of the firsl company secretnry

(h)

or seartaries;

(i) the period. if any, fu.ed for the duration of the comlWlY.

(2) In the case of a public company, there shall be annexed

10 the memorandum a document providing

(a) lhe total amounl or an estimate of all the costs payable

by the company or chargeable to il by reason of its formalion up 10

the time il is authorised to commence business, and of all the COSIS

relating to transactions leading to such authorisation; and

a description of any specio.l advantage granted prior to

(b)

the time the company is authorized to commence business 10 anyone

who has taken part in the formation of the company or in

transactions leading 10 such aulhorisation

Provided lhal, where in accordance with the proviso to

subsection ( I) of section n of this Aa, a company is authorised to

conunence business lit a date later than the dale of its registration,

the said document shall bedelivered to the RegislrnrforregistTtllion

within fourteen days from the date the company is authorised 10

commence business.

70, (I) Subject to the provisions of subsections (3) to (6) of

this section, a public company may be designated by any name, but

such name must end with the words "public limited company" or their

abbreviation "p.l.c.".

(2) Subject to the provisions of subsections (3) to (6) of

this section, a private company may be designrued by any name, but

such nrune shall end with the words "private limited company" or the

word "limited" or its abbreviation .. 'td ....

(3) (a) Where a private compan y is an investment

company with variable share capital, the name of the company

shall be followed by the words "investment company with variable

share capital" or by "SICAV", followed by the words "private

limited company", "limited" or its abbreviation.

(b) Where a public company is an investment company

with fixed share capital or an investment company with variable

share capital. the name of the company shall be followed by the

wo rds " in vestmen t company with fi xed share capital " or

"investment company with variable share capital", as the case may

be. followed by the words "public limited company", or its

abbreviation. The words "investment company with fixed share

capital" may be replaced with the words "investment company"

or with " lNVCO" and the words "investment company with

variable share capitn'" may be replaced with "S ICAV".

(4)

A company shall not be registered by a name wruch -

(a) is the same as a name of another commercial partnership

or so nearly similar as in the opinion of the Registrar it could create

confusion: or

(b) is in the opinion of the Registrar offensive or otherwise

undesirable; or

(c) has been reserved forregistr1ltion for anothercorrunercial

pannership by a notice in writing to the Registrar given not more

than three months before the date of the second request

Provided that the Registrar shall notify any refusal under this

subsection without delay to the person requesting the registration

Provided further that in applying paragraph (b) of this

subseclion, the Registrar shall have regard to the. business or

proposed business of the company. to the protection of the names

of individuals who are not connected in noy way with the company.

and. in the case of a pri vate company. to the names oflhe members.

A comp.:my shall not be registered by a name which

(.5)

includes the word ' no minee' unless it is a company qual ified 10 be

registered as a nominee company or a licenced nominee under the Malta C.. llO.

Financial Services Centre Act or the Trusts Act or is otherwise lioenced ~. J}1.

10 use such a name under the lnvcstmcnl Services Act, 1994.

(6) A person or persons tnlding 01 carrying on business or

other activity -

(a) unde r a name or title which ends with the words "public

limited company" or "p.l.c." or MprivllIc limited company" or "ltd.",

or a contraction or imitation thereof and which is not the name of

a duly registered company: or

under a nameortille which contains the word 'nominee' ,

(b)

or a contraction or imitation thereof. and which is nOI the name: of

a company in possession of a warrant. currently in force, issued

under the Malta Financial Services Centre Act. or the Investment C.. llO.

Services Act. 1994. or the Trusts Act. authorising such company c..m .

10 act as a nominee company for the purpose of those Acts; or

(c) under a name or tille which ends with the words

"investment company with filled share capital", " in vestment

company" or " INVCO" or a contraction or imitation thereof when

the person or persons arc not a public company which is an

investment company with filled share capital ; or

Cd) under. name or title which ends with the words

"investment company with variable share capital" or "SICAV'" or

a conlnlCtion or imitation thereof when the person or persons arc

not an investment company with variable share capital,

shall be liable to a penalty, and, for every day during which the default

continues, to a further pcnaily.

The objccts ofa company may not be simply stalCd to be any et;: .01

71 .

lawful purpose or trade in general.

72. ( I) The authorised share capital of a company shal l be -

not less than twenty thousand liri subscribed by at least two

persons in the case of a public company; or

nOl less than five hundred !iri subscribed by at least two

persons in the case of a private company.

(2) Whe re the authorised share ca pilal is equal 10 the

minimum aforesaid, it shall be full y subscri bed in the memorandum.

and where it exceeds such minimu m, at teast that minimum shali be

subscribed in the memorand um.

(3) In the case of a public company. not less than twenty-

five percent, and in the case of a private company. not less than twenty

per cent, oflhe nominal value of each share take n up shall be paid up on

the signing of the memorandum.

1be bearer of a share warrant issued in accordance with

(4)

section 121 of this Act shall not be taken inlo account for the purposeof

determining the number of perwns specified in subsection ( I) o f this

section.

(5) The ordi nary shares of a company shall not be

redeemable, and every company shall 01 all times have ordinary shares.

73. (I) The consideration for the acq uisition of shares in a

1 SlI b scn . pu . on or a SlI b sequent l$Sue,

.

""'I ... ,,,,,,,orJ/IarU.

u.:;r on the a ngma

"

L _ L _

company wlld

may only consist of assets capable of economic assessment. and

funhennore. fut ure personal services and in general any undertakings

to perform work or supply services may not be given by way of

consideration.

(2) Where. on ori ginal subscri pt ion. the shares are issucd

for a consideration other than in cash. the full consideration shall be

transferred to the company within fi ve years fro m the date the company

i ~ authorised to commence business.

(3) Whe re s hares are iss ued other than on o rigi nal

subscription fora consideration other than in cash. the full consicleration

shall be transferred within five years from the date of the decision to

issue the shares.

(4) A report on any consideration other than in cash shall

be drawn up before the company is registered or before the shares are

issued, as the case may be. by one or more expertS who are independent

of the company and approved by the Registrar.

(5) lbe experts' report shall contain alleast a descri ption

of each of the assets comprising the consideration as well as the methods

of valuation which have been used and shall stllle whether the values

amved at by the application of lhese me thods correspond at least 10 the

number and nominal value. and, where applicable, 10 the premium on

the shares to be issued for the m.

(6) The report shall be delivered to the Registrar for

registration before the company is registered or before !he shares are

issued, as !he case may be; and, in default, the Regislnlr shall accordingly

refuse 10 register lhe company or the return of the allotments of the

shares so issued, and, in the laner case, the issue shall be considered

nuU and void.

(7) Where an amount standing to the credil of any of a

compan y's reserve accounts or of its profit and loss account is applied

in paying up to any e""!ent any shares alloued 10 members of the company

oc any premiums on shares so a1loned. the amount applied shall 00( be

considered as consideration other than in cash foc the purposes of lhis

section.

74. (I) A company shall nCM acquire. within two years of its n.u<f1D

authorisation to commence business, any asset belonging to a pe(S()n :;"...!.'!.

who subscribed the company's memorandum or who is a member of .-,-..

the company for a consideration which is equivalent 10 at least one

tenth of the issued capital of the company unless the following conditions

are satisfied -

(a) the asset to be received by the company. and any

consideration othe r than cash to be given by the company. shall

have been valued by onc or more experts who are independent of

the company and approved by the Registrar

(b) a report with respect to the matters specified in paragraph

(a) of this subsection shall have been made to the company during

the si . . months immediately preceding the date of the agreement;

(c) the tenns ofthc agreement shall have been approved by

ordinary resolution; and

(d) flOC laterthan the giving ofnOlice of the meeting at which

lhe resol ution is proposed. copies of the resolution and of the report

shall have been circulmed 10 lhe members of the company entided

to receive nCMice of the meeting and, if the person with whom the

3gn:t:mcnt in question is proposed to be Sl'Iade is not then a member

of the company so entitled, to (hal person.

(2) The report referred 10 in paragrnph (b) of subsection (I)

of this section shall be delivered to the Registrar for registration at the

same time as il is circulated in accordance with paragraph (d) of

subsection ( I) of this seaion. If the company fai ls 10 comply with this

subseaion.everyofficcrofthe company who is in default shall be liable

10 a penalty.

(3). If a company enters into an agreement in contravention

of this section and either -

(a) the person with whom the company made the agreement

has nO( received the expert's report required for compliance with

the conditions of this section; or

(b) there has been some othcrcon(J'aventioD ofthls section

which that person knew or ought to have known amounted to a

contravention. the: company shall be entitled 10 recover from that

person any consideration given by it under the agreement, or an

amount equal to the value of the consideration at the time of the

agreement, and the agreement. 50 far lIS not carried Qut, shall be

void.

(4) The provisions oflhis section shall nOl apply -

where it is part of the company's ordinary business to

(a)

acquire. or arrange for {)(her persons to acquire. assets of a particular

description, 10 an agreement entered into by the company in the

ordinary COllrse of its business for the trnnsfer of an asset of that

description 10 it or to such person, as the case may be; or

(b) to acquisitions made by the company at the instance or

under the supervision of the Court; or

(c)

to Slock exchange acquisitions.

75. ( I) There may be registered with the memorandum, articles

of association (hereinafte r referred to as "articles·') which shall be signed

by the subscriber.; to the memorandum and prescribing regulations for

the company.

(2) If anicles are not registcred. or. ifanicles are registered.

in so faras the anicles do not exclude or modify the regUlations contained

in the Fir.;t Schedule to this Act. such regulations shall be the regulations

of the: company in the same manncr and to the same extent as if they

were contained in duly regiSlcred anicles.

76. ( I) The memorandum and articles. if any. shall be delivered

for registratio n to the Rcgistrar who. being satisfied that all the

requirements of sections 68 to 75 and of section 139 of this Act have

been complied with, shall regiSler them.

(2) Where the memorandum or the articles are drawn up in

a public deed or in a private writing enrolled in the records of a notary

public. an authentic copy thereof shall be delivered in lieu of theoriginai.

(3) The aforesaid delivery shall be made by anyone of the

subscribers to the memorandum. or the authorised agent of such

subscriber.

77. ( I) On the registrntion of the memorandum and articles. if DIoey ~R.Ji*1t

any, of a company, the Registrar shall cenify under his hand that the ::"'.:.-:.~

company is registered, and the company shall come into existence and

shall be authorised to commence business as from the date of regisU"lll.ion

whieh date shall be indicaled in the cenificate

Provided that if registration is obtained before the date, if

any, fixed in the memorandum for the commencemefl! of the company,

the cenificate shall indicate such date and the company shall come into

existence and shall be authorised to commence business as from such

later dale.

(2) A certificate of registration given in respect of a company

is conclusive evidence that the requirements of this Act in respect of

registrntion and of matters precedent and incidental to it have been

complied with and that the company is duly registered as a public or

private company under this Act.

,'epu--.. -

78. (I) All persons carrying on business or entering into ........ ~of

agreements . ID t",;;

c. name 0 , or on c.c.

",

.

UiC IIiI.L 0 a company ID respect 0 -......s.

which a cenificate of registration has Il()( been issued under this Act, or

before the dale indicated in the certificate oC registration as the date on

which the company shall come into existence. shall, unless otherwise

agn:ed, be personally and jointly and severally liable for their dealings

with third panies entered into by them in the aforementioned capacity.

(2) Failing agreement to the contrary, the persons refem:d

to in subsection ( I) of this section shall have, as against one another

and in respect of the a~sets and liabilities arising out of the business

carried on in the company's name or on its behalf. the rights and

obligations oC joint owners.

(3) Notwithstanding the provisions of subsection ( I) of this

section, the dealings referred to in that. subsection shall, with respect 10

a third party who has dealt in good fai th with persons pllCpOning to act

in the name of or on behalf oh company in respect of which a certificate

of registration has nOl. been issued under this Act or which has not yet

come into existence. with effect Crom the date on which the company

shall come into exislence. be treated as having been undertaken by the

company; provided that in such an event the provisions of subsection

( I) of this section shall not apply. The company shall be entitled 10 be

indernnirted by the persons who had acted in its name oran its behalfin

respecl orits lillbility under this subsection towards the said third party.

79. ( I) A company may by extrrlordinary resolution alter or

add to its memorandum or articles

Provided thal -

where the alteration consists in achange oftheregislered

(;)

office in Malla of the company such alteration may be effected by

a resolution orllle director.;; and

where the alteration consists in the conversion of any

(ii)

shares into stock or in the reconversion of that stock into shares.

such alternlion may only be made jfthe shares to be converted are

paid up shares and if the stock is reconverted into paid up shares.

but, jfthe company is soauthorised by its memornndum or articles,

it may by ordinary resolution convert any paid up shares into stock

and reconvert that stock into paid up shares of any dcnominlll.ion.

It s hall be the duly or llle direcUKS and of the company

(2)

secretary 10 deliver to the Registrar for registration a printed copy of

any resolution as aforesaid within fourteen days after the date of the

resolution, together with a rev ised and updated copy of the

memorandum, and of the ankles, if any, as amended by the said

resolution, and any previous amended text of the memorandum and

articles, if any, may be discarded by the Registrar when a subsequent

amended text is delivered to him for registration

Provided that in the event of a discrepancy between the tell'

of any amend(() memorandum and articles, if any, and the tellt of the

original memorandum and anicles, if any. registered in accordance with

the provisions of section 76 of this Act, the lalter tellt together with

resolutions regist~ in accordance with the provisions of subsection

(2) of this section shall prevail.

Any a1temtion or addition to the memorandum or articles

(3)

of a company sha11 nO( take effect, unless and until it is registered as

provided in subsection (2) of this section.

(4) If default is made in complying with the provisions of

subsection (2) of this section. every officer of the company who is in

default shall be liable to a penalty, and. for every day during which the

default continues. to a funner penalty.

SO. Where a com pany changes its name under the provisions of a....,.0I_0I'

section 79 of th is Act, the Registrar shall enter the new nruue on the ,. $ 57,.

register in place of the former name and shall issue a ccnificale of

registn"llion altered to JI'leCl lht circumstances orlhe ca'IC.

81. NOI:widlSlanding anything in the melllOl11ndum or articles of At • -iI

a company no member shall be bound by any alteration nude in the ....: . ' ~

memorandum or ankles after the dale on which he became a member : ' iWp) ';

if and SO far as the alteration requires him 10 subscribe for more shares : .. ~:~'"::=

than the nunilerheld by him al the dale on which the ailerotioo is made, " ;";-'_ wn

or in any way increases his liabi lity as at that date 10 contribute 10 the - - .. m .

s~ capital 0(, or otherwise pay money 10. the company

Provided that Ihis sec tion shall nO( apply in uny case where

the member agrees in writing. e ither before or afte r the allcrat ion is

made. 10 be bound thereby.

A document or pnxccding req uiring authen tication by ~"~~:"::::,·:_~jo._of

82, (I)

a company may be signed by a director, the company secretary or ochcr do

authorised officer of the company.

(2)

All documents s upplied 10 the Registrar shall be

a uthcnticalcd in accon:bnce with this section.

Chapler U - Changes to. compa ny's share c:a pital

83. (I) Notwi thstanding the provisions of subsection (3) of ..... "'"":0(;0_

section 79, where the alteration co nsists in the reduction of the issued - . ' , ....

share capital. any such reduction shal l not take effect until three months

from the date of the publication orllle statement refened to in parngrllph

(e) of subsection ( \) of section 40 1 or this Act relating 10 the resolution

e ffecting such al teration

Provided that Ira crediloroflhe compan y whose debt existed

prior 10 the publication of the SCalemen! mentioned in this suhscd.ion

objects thereto by writ of summons filed within the period of three

months ~koned as aforesaid and shows good cause why it should nOt

take effect, the Coun shall either uphold the objection or allow the

reduction on sufficient security being given

Provided further that a reduction in sharecapitaJ shall be void

to the extent that it red uces the capital to less than the minimum

prescribed by section 72 of this Act.

The Relisuv oflhc Supc:riorCoons shall without delay

(2)

cause a copy of any writ of summons filed under subsection ( I) of lhis

sec1ion and of any judgment given thereon to be served on the Registrar

for registration.

(3) The total or panial waiving of the unpaid pan of the

issued shares and the release of the holders of those shares from their

obligation to pay up that unpaid pan shall. notwithstanding anything

contained in the memornndum Of articles of a company, in all cases be

considered as a reduction in share capital.

(4) Where there are diffcrent classes of shares the decision

by the general meeling concerning a reduction in the issued share capital

shall be subject to a separate vote for each class of shareholders whose

rights are affected by the reduction. and for every separate vote taken

the same majorit y shall be required as where the shares are not divided

into different classes.

An al teration consisting in the reduction of the issued

(5)

share capital whose purpose is 10 offset losses incurred or to include

sums of money in a reserve shall take effect immediately on the

registration of the resolution concerning suc h a reduction and the

provisions of subsection (I) of this section relating to the rights granted

to creditors of the company shall not apply

Provided that, following this operation. the amount of such

reserve is not more than ten per cent ofthc reduced issued share capital

Provided further that. except in the event of a reduction in the

issued share capital. any such reserve shall not be distri buted to

shareholders: and it shall be used only for offsetting losses incurred or

for increasing the issued share capital by the capitalisation of such

reserve.

(6) In the cases referred to in subsection (5) of this section

the amounts deriving from lhe reduction of the issued share capilal may

not be used for making payments or distributions to share holders or 10

discharge shareholders from the obligation to pay calls on their shares.

(7) The notice conve ning the general meeting al which the

extraordinary resolution for the red uction of issued share capital is to

be laken. shall. in addition 10 the requirements laid down in paragraph

(a) of subsection ( I) of section 135 of this Act. also specify the purpose

of the reduction and the way in which it is to be carried out.

84. (I) A company llIay, by compl ying with the provisions of

this section, be formed as an in vestment company with variable share

capital.

(2) (a) The memorandum oran investment compan y with

variable share capital shall. in res pect of the share capital of the

company. state in lieu of the maners speci fied in pamgraph (f) of

section 69 of this Act that -

the share capital of the company shall be equal to

(i)

the value for the: time being of the issued share capital of the

company; and

(ii) such share capital shall be divided into a specified

nuwberof shares without assigning any nominal value lI'.acto

Md

(b) the memorandum of thecompany shall funherstate

that the object of the company shall consist only of the collective

investment of its funds in 5Ccurities and in other movable and

immovable property. or in an y of them. with the aim of spreading

investment risk; and giving shareholders orthe company the benefit

of the resuhs of the management ofits funds. and in the fu lfilment

of that object. it shall be entitled 10 perform any act which is

connected with or ancillary thereto; and

(c)

the mcmorandum or anicles oflhe company shall

provide -

dWthe ac1ual value of the paid up share capital of

(i)

the company shall be III all times equal 10 the value of the

assets of any kind of the company after the ded uction of its

liabilities; and

(ii) that the shares of me company shall. at the requesl

of any of the holders thereof. be: purchased by the company

directly or indirectly out of the company's assets.

Action taken by a compan y to ensure that the stock

(3)

exchange valueofilS shares does nOl deviate from its net asset value by

more than a percentage specified in its articles. which deviation shall

not be: greater than five per cent. shall be regarded as lKt;on taken for

the pUrpose§ of sub-paragraph (ii) of paragraph (c) of subsection (2) of

this 5Cction.

(4) An investment company with variable share capital shall

not issue partly paid up shares.

1lle purchase by an investment company with variable

(S)

si1arecapilal of its own shares shall be on such tenns and in such manner

as may be provided by its articles.

(6) Shares of an investment company with variable share

capital which have been purchascd by the company itseU shal l be

cancelled and the amounl of the company's issued share capital shall be

reduced by the amount of the consideration paid by the company for

the purchase of the shares, and nothing in this Act shall require an

investment company with variable share capital 10 create any reserve.

Without prej udice to any requirements that may be

(7)

imposed on an investment company with variable share capital pursuanl

to any other enactment, !he provisions of subsections (I) and (2) of

en.

section 70, sections 72. 83. 85 to 88,

103, 105 to 112. 115 and Chapter

XI of Part V of lhis Act. shall not apply 10 such a company.

(8) Notwithstanding any other provision of this Act, an

investmenl company with variable share capital shall nOl be obliged to

give any of the details in Pans 2 and 3 of the form of annual return set

out in the Seventh Schedulc to this Act. other than the share capital of

the company and the number of shares issued.

(9) Any reference in this ACI 10 the nominal value of an

issued or al lOlted share in, or of the issued or allotted share capital of. a

company shall be construed. in the case of an invesunent company with

variable share capital. as a reference 10 the nel asset value.

(10) The Mini ster, in consultat ion with the Mini ster

responsible under the Investment Services Act, 1994, acting on the

advice of the competen t autho rity under the said Act, may make

regulations for the beller carrying out of an y of the provisions of this

section: and without prejudice to the generol ity of the foregoing may,

by such regulations. in particular

(a) make funher provision regarding the contents of the

memorandum and articles of the company, including provision for

the issue of fractional shares;

(b) exempt or provide for the exemption of such company,

or any category thereof. from any of the provisions of this Act or

of any other law in force. subject to such modifications, variations

and conditions as may be specified

(c) provide for the constitution and regulation ofinvestment

companies with variable share capital as umbrella or multi-class

companies, and provide for the consti tution of sub-fu nds, and the

different classes of shares that may be issued by such companies;

provide for the possibility of apportioning and allocating assets

and liabilities between the different sub-funds or classes. for

considering individual sub-funds or classes as separnte and distinct

entities for such purposes as may be established. and provide for

the currency or currencies in which such sub-funds or different

classes of shares may be dcsignaled

(d) apply and extend mutlJlis mutlJndis the pro\'isions of this

section to OIher forms of commercial pannerships which constitute

collective investment schemes for the purposes of the Investment

Scrvices Act. 1994 and subject to such variations or modifications

as may be presc ribed

provide for any matter incidental to or connected with

(c)

the above.

8S. (I ) Any increase in the issued share capital of a company

shall be decided upon by an ordi nary resolution of the company. unless di""":: .. Itui!~

the memorandum or articles req uire a higher percentage than that ., ...... .Ihar<s.

required for an ordinary resolution by subsection (2) of section 135 of

this Act.

(2) The memorandum or anicles of a company may permit

the general meeting to authorise by ordinary resol ution the board of

directors 10 issue shares up 10 a maximum amount as may be specified

in the same memorandum and unicles. which aUlhorisation shall be for

a maximum period of fi ve years. renewable for fu rther periods of fi ve

years each; and where thut pennission is not contained in the compan y's

memorandum or anicles. the same authority may be given to the board

of directors by an extraordinary resolution.

(3) Where there arc several classes of shares. the resolution

of the general meeting concerning lhe increase in the issued share capital

referred 10 in subsection ( I) Of lhis section or the authorisation referred

to in subsection (2) of this section shall be subject 10 a separate vote for

each class of shareholders whose rights are affected by that resolution

or authorisation. and the provisions relating to the majori ty required for

the resol ution by virtue of subsection ( I) and (2) of this section shall

apply for each class.

(4) A copy of any such ordinary or eXlraordinary resolu tion

referred to in subsections ( I). (2) and (3) of this section shall be delivered

10 lhe Registrar for registration. faili ng which every officer of the

company who is in defa ult shall be liable to a penalty. and ror every day

during which the default continues, to a further penalty.

(5) The provisions of subsections (I) to (4) of this section

shall apply to the issue of all securities which are convertible into shares

orwhich cnrry the right to subscribe for slures. but nO( 10 the conversion

of such securities. nor to the exercise of the right 10 subscribe.

Where an increase in the issued share capital is not fully

(6)

taken up. the issued share capilnl shall be increased by the amount of

subscri ptions received only if the conditions of the issue so provide

86. Shares shall be paid up on allolmcntto at least twenty-five

per cc", of their nominal vaJue in the case of a public company.

87. Shares shaJl be paid up on allotment 10 at least twenty per

cent of their nominal value in the case of a private company .

88. (I) Whenever shares of a public company are proposed to

be allotted for consideration in cash. those shares shall be offered on a

pre-emptive basis to shareholders in proportion 10 the share capital held

by lhem,

(2) Where the issued share capital of a company as Jeferred

10 in subsection (I) of this section having several classes of shares

carrying differen t rights wilh Jegard 10 voting, or participation in

distributions. or sharing in asse ts in the event of a winding uP. is

increased by issuing new shares for al lotment in only one oflhese classes.

the right of pJe-emption of shareholders of the other classes is to be

exercised only after the exercise of this right by the shareholders of the

clllSS in which the new shares issued are to be alloned.

(3) A copy of any offer of subscription on a pJe-emptive

basis indicating the period within which this rig ht shall be exercised

shall be delivered to the Regislrnl' for JegistnUion

Provided lhat where the public company has nOl issued share

warrants. such registrntion shall nO( be required as long as all the

shareholders of the company are infonned in writing of the offer of

subscription on a pre-emptive basis and of the period within which this

right shall be exercised,

(4) The right of pre-emption referred 10 in subsection (3) of

this section shall be exercised within a period of nOl less than fourteen

days from the date of publication of the offer in the Gazette in accordance

with paragraph (e) of subsection ( I) of section 40 1 of this Act. or from

the date of dispatch of the lellers to the shareholders ~ferrcd to in the

same subsection.

(5) The righl of pre·emption shall not be restricled or

withdrawn by the memorandum or articles

Provided that, for n paniculnr allotment as referred to in this

section. the right of pre-emption may be restricted or withdrawn by

extraordinary resolution of the general meeting. I.n such case the board

of directors shall be required to present to that general meeting a written

repon indicating the reasons for restriction or withdrawal of the right of

pre-emption and justifying the proposed issue price.

(6) A copy of the resolution referred to in subsection (5) of

this section, shall be deli vered by the directors or by the company

secretary to the Registrar for registration.

(7) The memorandum or articles or an extraordinary

resol ution of the general meeting may authorise the board of directors

to reslrict or withdraw the right of pre-emption if the board is authorised

to issue shares in accordance with section 85 ofthls Act and for as long

as the board remai ns so authorised.

(8) A copy of the resolution referred to in subsection (7) of

this section shall be delivered to the Registntr for registration.

(9) The provis i on~ of subsections (I) to (8) of this section

shall appl y to the issue of all securities which are convenible into shares

or which carry the right to subscribe for shares, but not to the conversion

of such securities. nor to the exercise of the right to subscribe.

( 10) The right of pre-emption shall not be excluded for the

purposes of subsections (5) to (8) of this section where. in accordance

with the decision to aUot shares. shares are issued to banks or finUfl cial

inslitutions with a view 10 their being offered to shareholders of the

company in accordance wilh Subseclion (I) of this section.

(11) If defa ult is made in complying with subsections (6)

or (8) of this section, every officer of the company who is in defaul t

shall be liable to a penalty. and, for every day during which the defauh

continues. to a funher penalty.

Chapter DJ - Capital issue.. by public companle..

89. ( 1) It shall not be lawful for a public company to issue any w...oI~

form of application for its shares or debentures unless the company is f.':'",~..:oIor

registered and the fonn is issued with a prospectus which complies _public" . ,"ylO

.... ,,_ .

r ' 90 0 r I h' IS A ct

WlUl 1,,<0 requirements 0 section

Provided that the provisions of this Chapter shall not apply to

a foml of application issued eitner -

(a) in connection with a bona fide invitation to a person to

enter inlo an underwriting agreement with respect to the shares or

debentLlres: or

(b) in re lation 10 shares or debentuI'CS which are not offered

to the pLlblic; or

(c) by a licence holdcrwilhin the meani ng of the !nvestllEnt

Services Act. 1994. provided such issLle is made in accordance

with rules or reg Lllations made under thal Act.

(2) Tbe issue of a prospectu.~ or of a fonn of application for

shares in or debenlures of a company 10 exisling members ordebenlUIe

holders of the company shall nOl be deemed 10 be an offerlo the public

whether an applican t will orwill not have the right to renounce in favour

of OIher persons.

90. ( I) Every prospectus shall be dated and shall stale the

mallers specified in Part I of the Second Schedule to this Act and set

out the reportS specified in Part 11 of that Schedule .

(2) A cond ition requiring or binding an applicant for shares

or debentures 10 waive compliance with any requirement of this section

or purpon ing 10 effect hi m with notice of any contract, document or

matter not specifically referred to in the prospectus shall be void.

91. An y person res po nsible for the iss ue. cirCLllatio n o r

distribution of a pnxpeCluS or for the issue of a fann of application for

shares or debe ntures. in contravention of any of the provisions of section

89 or of subsection (I) of section 90 of this Act shall be liable to a

penalty

Provided that a director or other person responsible for the

prospectus shall not incur liability if-

(a) as regards any matter not disclosed he proves that he

was nOl cognizant thereof; or

he proves that the contravention arose from an honest

(b)

mistake of fact on his pan : or

(c) the contravention was in respect of multers which. in

the opinion of the Coun. were immaterial or otherwise such as

ought. having regard to all theciccurn<;lances of the case. reasonably

10 be excused

Provided fun ber thar in the event of fail ure to include in a

prospectus a starerrw.:nt with respect to matters speci fied in paragraph

24 ofthc Second Schedule to this Act, no director or other person shllll

incur any liability in respect of the failure unless it be proved thllt be

had knowledge of the I1lllllers nOl disclosed.

92. (I) A prospectus including a statement purponing to be

made by an expen shall not be issued unless -

(a) the expen has given and has not, before delivery of a

copy of the prospectus for registration, withdrnwn his written

consent to the issue thereof; and

(b) a statement that be has given and has nO( withdrnwn his

consent as aforesaid appears in the prospectus.

If any prospectus is issued in contravention of the

(2)

provisions of this section, every person who is knowingly a pany to the

issue thereof shall be liable to a penalty.

93. ( \) No prospectus shall be issued unless, on or before the RqIoti

date of its publication as specified in Section 99 of this Act. there has

been delivered to the Registrar for registration a copy thereof signed by

every person who is named therein as a director of the compan y, or by

his agent authorised in writing, and having endOJSed thereon or attached

thereto -

(a) any constnt to the issue of the prospectus required by

the last preceding section from any person as an expen : and

(b) a copy of any contr.K;t required by paragraph 23 ofthe

Second Schedule to this Act to be stale<! in a prospectus or, in the

case of a contract nOl reduced in wri ting. a memorandum giving

full panicul~ thereof.

(2) If a prospectus is issued in contravention of this section,

every person who is knowingly a party to the issue of the prospectus

shall be liable to a penalty. and, for evcry day from the date of thc issue

of the prospectus until a copy thereof is delivered a~ aforesaid with the

required documents endorsed thereon or attached then:to. to a funher

penalty.

94. (I) The persons who are responsible for or who have cm. ~obilic)r r.

authorised the issue of a prospectus shall be jointl y and severally liable " , " io

for any damage sustained by a person subscribing for shares or P" ' .. '

debentures on the faith of that prospectus, by reason of any untrue

statement included therein

Provided that a person who ha~ given the consent required by

section 92 of this Act s hall not be liable as a person who has authorised

the issue of a prospectus except in respect of an untrue statement made

by him as an expert.

(2)

No person shall be liable under this section if -

(a) he proves that he had reawnable grounds to believe and

did, up to the time of the allotment of the shares or debentures

believe, that the statement was true: or

(b) he proves, as regards an untrue statement made by an

expert, that he had reasonable grounds to believe and did, up to

the time of the allotment of the shares or debentures believe, that

the person making the statement was competent to make it: or

(c) o n becoming aware of the untrue statement before any

allotment is made under the prospectus, he gave rea~onable public

notice of the untruthfulness of the statement.

95. (I) Where a company allots or agrees to allot any shares in

o r debentures of the company with a view to all or any of those shares

or debentures being offered for sale to the public, any document by

which the offer for sale to the public is made shall for all purposes be

deemed to be a prospectus and all the rules relating to prospectuses

s hall apply and have effect accordingly.

(2) It shall be presumed, unless the contrary is proved, that

the allotment or agreement to allot was made with a view to the shares

or debentures being offered for sale to the public if it is shown-

(a) that an offer for sale to the public was made within six

months after the a1lounent: or agreement to allot: or

(b) that at the date when the offer was made the whole

co nsideration to be received by the publi c co mpany in respect of

the shares or debentures had not been so received.

(3) The provisions of section 93 of this Act as applied by

thi s section shall have effect-

(a) as if that section further required a prospectus to have

attached tberetoa copy of any contract under which the said shares

or debentures have been or are to be allotted or, in the case of a

con tracl nOI reduced in writing, a memorandum giving full

particulars thereof; and

(b) as though the persons making the ofTer were persons

named in the prospectus as directors of a company.

96. (1) For the purposes of the provisions of sections 89 to 9S

of this Act -

(a) a statement inc\ud«l in a prospectus shall be deemed to

be untrue if it is misleading in the form and context in which it is

included; and

(b) a statement shall be deemed to be included in a

prospectus if it is contained therein or in any documefll appearing

on the face thereof or by reference incorporated therein or issued

therewith.

(2) In this Chapter the term "expert" includes engineer.

valuer. accountant and any <Kher person whose profession gives authority

to a statement made by him.

Chapler IV - Allotment or shares and debentures or companies

(1) No allotment shall be made or any share capital of a No .. _ _

<)7.

public company offcred to the public for subscription _

(a) unless there has been subscribed and paid in cash the

amount stat«l in the prospectus as the minimum amount which, in

the opinion of the directors. shall be raised by the issue of share

capital in order to provide for the preliminary ellpenses, purchase

of property and working capital as specifi«l in the prospectus; and

(b) unless the capital is subscribed in full . whether or not in

cash, or the conditions stated in the offer for allotment. where the

ofTer is not fully subscribed. are satisfied.

(2) If the conditions referred to in subsection (I) of this

section have not been complied with on the ellpiration of forty days

after the issue of the prospectus, all money received from applicants for

shares shall be forthwith repaid to them without interest.

(3) If any of the money is not repaid within forty--eight days

after the issue of the prospectus, the directors of the company shall be

jointly and severally liable to repay it with annual interest at the rate of

two percentage lK'ints over the Central Bank of Malta minimum discount

rate from the ellpiration of lhe fortieth day; ellcept that a director shall

not be so liable if he proves that the default in the repayment of the

money was nO! due 10 any misconduct or negligence on his part.

(4)

Any condition requiring or binding an nppl icanl for

shares to waive compliance with MY req uirement of Ihis section shall

be void.

All money received from applicants in purs uance 0(100

(S)

prospectus shall remain the propeny of lhe appJicanL~ until such lime as

the allotment is made in an irrevocable manner and shall not be available

for the satisfaction of any debts of the company. Such money shall be

kept in a separate bank account so long as the company may become

liable 10 repay it under subsection (2) of Ihis section: and if default is

made in complying with this 5ubsec:lion,lhe company and every officer

of it who is in default shall be liable 10 a penalty, and, for every day

during which the default contin ues, 10 a further penalty.

98. (I ) An a1lollnent made by a company in contravention of

section 97 of this Act shall be voidable at the instance of the applicant

for shares referred to in the same section by writ of summons filed

within one month after the date of the allotment

Provided that the pl"OCCCdings may be commenced even if

the company has been dissolved and is being wound up.

(2) If a director knowingly contravenes or permits or

authorises the conlravention of section 91 of this Act, he shall be lillble

to compensate the company and the allottee respectively for any loss.

damagesorcosts which therompany or the allottee may have sustained

or incurred by thc contravention

Provided that proceedings to recover any such loss. damages

or costs shall onl y be conmlCnced by writ of summons within two years

from thc date of allotment.

99. ( I) No allolment shall be made of any shnres in or

debentures of a public company in pursuance of a prospectus and no

proceedings shall be taken on applications made in pursunnce of a

prospectus until at least the beginning of lhe third worlcing day or such

later time. if any. as may be specified in tbe prospectus, after the

publication in a daily newspaper circulating wholly or mainly in Malta

of a notice stating that a prospectus has been issued.

(2) The beginning of the said third working day or such

Inter lime as aforesaid is hereinnfter in this Act refem:d to as ·'the time

for the opening of the subscription lists".

(3) In the application orthis section to a prospect us offering

shares or debenturu for sale. subsections <I) and (2) of this section

shall haveeffcct with the substitution of references to sale forreferences

to allotment.

100. An application for shares in or debentures of a public ~voeabiU'J<II'

company which is in pursuance of a prospectus shall not be revocable ::::" ... ""'''''

until after lIle expiration of the third working day after the time of the dobcutuno .

opening of the subscription lists, or the giving, before the expiration of

the said third working day, by some person responsible under section

94 of this Act for the prospectus, of a public notice having the effect

under that section of excluding lhe responsibility of the person

giving it.

101. (I) The following provisions of this section shall apply AIIoo" ,,01_

where a prospectus issued by or on behalf of a public company slates ::.:-.. ~~~ ..

tha! application has been or will be made for pennission for the sh~

or debentures offered by it to be listed on any stock exchange in or

outside Malta

(2) An allotment made on an application in pursuance of

the prospectus shaH, whenever made. be void if the pennission has nol

been applied for before the third working day afterthe fuse issue ofthe

prospectus or if the pennission has been refused before the expiration

of twenty -one days from lhedate oflhe closing of the subscription lists

or sueh longer period, not exceeding forty-two days. as may be notified

to the applicant, within those twcoty-one days, for pennission by or on

beha.lf of the stock exchange.

(3) Where pennission has not been applied for as required

by subsections (I) and (2) of this section. or has been refused. the

company shall forthwith repay. without interest.. all money received

from applicants in pursuance of the prospectus.

(4) If any of the money is nol repaid within eight days after

the company becomes liablc to repay it. the directors ofttle company

shall be jointly and severally liable to repay the money wilh annual

intert:st at the rate of two percentage points over the Central Bank of

Malta minimum discount rate from the day the company becomes liable

10 repay il. except that a director shall not be liable if he proves that the

default in the repayme nt of the money was not due to any misconduct

or negligence on his part.

(5) All money received from applicants in pursuance of the

prospectus shall remain the property of the applicants until such time as

the allotment is made in an irrevocable manner and shall nol be available

for the satisfaction of any debts of the company. Such money shall be

kef)( in a separete bank account so long as the company may become

liable 10 repay it under s ubsection (3) of this section: and if default is

made in complying wi th Ihis subsection, the company and every offi cer

of il who is in defa ult shall be liable 10 a penalty. and. for every day

during which the default continues. to a further penalty.

(6)

Any condition requ iring or binding an app licant for

shares or debentures to waive compliance with any requirement of this

section shall be void.

(7) For the purposes oftrus section, permission shall not be

deemed le be refused ifit is intimated that the application for it, though

DOt at present granted. will be given further consideration.

(8) The provisiOns of this section shall have effect in relarion

to shares er debentures agreed to be taken by a person underwriting an

offer of them by a prospectus as if he had applied for them in pursuance

of the prospectus.

102. (1) The provisio ns of section 101 of this Act , othenhan

subsection (4) thereof, shall apply 10 a prospectus offering shares for

sale, otherwise than by allotment, subj~ct t o the fo llowing provisions

of this section.

(2) Subsections (I) and (2) of section 10 1 of this AClShall

apply, as though the reference in the said subsection (2) of section 101

to allotment were a reference to sale.

(3) Subsection (3) of section 101 of this Act shall apply as

though the refere nce therein to company were a reference 10 the offeror.

(4) Ihny of the money is not repaid within eight days after

the o fferor becomes liable 10 repay it. he shall become liable to pay

ann ual interest on the money due, at the rate of two percentage points

over the Central Bank of Malta mi nimum discount rate from the end o f

the eighth day.

(5) Subsections (5) to (8) of section 10 1 of this Act shall

apply, except that in su bsection (5) thereof-

(a) the first reference 10 the company shall be construed as

a reference to the offeror; and

the reference to the company and every officer o f the

(b)

company who is in default shall be construed as a reference to any

person by or through whom the offer is made and who knowingly

and wilfull y authorises or permils the default.

103. ( I)

Whenever a company makes any allotment of its Rtun"1O

shares, the company shall. within one month thereafter, deliver to the .. -

Registrar for regisltalion -

(.) a return of the allotments Slating the number and the

nominal amount of the shares comprised in the allotment. the names

and addn-sscs of the aJlouces and the amount paid and that due.

and payable. on each share, whether on account of the nominal

value orllle share or by way of premiums: and

in die case of shares allotted as fully or partly paid up

(b)

otherwise than in cash, a contract in writing or, where the contract

is not ~uced 10 writi ng, a document containing the particulars of

the contract, constituting the title of the a1louee to the allotment.

together with any contract of sale, or for services rendcrt:d or other

consideration in n:specl of which the allotment was made, and a

return aating the number and nominal value of shares 50 allotted.

the extent 10 which they are 10 be treated as paid up. and the

considenuion for which they have been allotted: and

(c) where applicable. a declaration that the requirements of

seclion 97 of this Act have been complied with.

If default is made in complying wilh the provisions of

(2)

this section. every officer of the company who is in default shall be

liable loa penalty, and, foreveryday during which thedcfault continues,

10 a further penalty.

Ch.pln- V - Matntt:n.ance of shaft cap/tal and

PrGttdJon or dass rights

104. ( I) Where the net asse ts of a public company are half or ~yol .,;'";.,_ ..

less of itll co.lled.up issued stwe capital, the director:; shall, not latcr

than thirty days from the earliest day on which that fact is known 10 any

directorof the company, duly convene a general meeting of the company

by means of a notice to lbat effect for a date nO( later than forty days

from the date of the notice for the purpose of considering whether any.

and if5O. what steps should be taken todeal with the situation. including

consideration as to whether the company should be dissolved.

In this subsection. "nel assets" shall have the same flEaning

assigned 10 it under subsection (2) of section 193 of this Act.

(2) In a meeting convened in pursuance of subsection (I)

of this section, only the steps mentioned in the said subsection may be

considered.

(3) If a general meeting as required by subsection ( I) of

Ihis section is nOl convened. eac h of the directors of the company in

default shal l be liable 10 a pcnally. and, for every day during which the

default continues. 10 a funher penalty.

105. ( I)

A company shall not subscribe for any of its own

shares, whether on original subscri ption or on any subseq uent

subscription. and if any of its shares have been subscri bed for by a

person actin g in his ow n name but on behalf o f the co mpan y the

subscriber shall be deemed 10 have subscribed for them for his ow n

account.

On the registration of a company, me subscribers 10 the

(2)

memorandu m shall be jointly and seve rally liable to pay for the shares

subscribed in contravention of subsection (I ) o f this section.

(3) In the case of an increase in the issued share capital. the

members and directors shall be: liable jointly and severally 10 pay for

the shares subscribed in contravention of subsection (1) of this section

provided that any membcr ordirector lIIay be released from such liability

if he provcs that the breach occurred through no fau lt of his own.

A company may acq ui re any of its own shares

106. (I)

otherwise than by 5ubserip(ion. provided all the folklwing conditions

are respected -

provision is made by the memorandu m or ank les of the

(3)

company for authorising the acquisition by the company of its own

share.~

(b) authoriSllIion is give n by an extraordinary resolution.

which resolution shall detennine the tenns and conditions of such

acquisitions and in particular the maximum number of shares to

be acquired. the duration of the period for which the authorisation

is given and which may nOl exceed eighteen months and. in the

case of acquisition for valuable consideration. the maximum and

minimum consideration;

(c) the provisions of ~tion 135 of this Act shall apply in

respect of the extraordinary resolution referred to in paragraph (b)

above subjcct howeve r to the condition that shares already held by

the company itself shall be treated as carrying no voting rights;

(d) the nominal value of the acqui red shares. including

shares previo usly acquired by the compan y and held by it shall nOl

excccd tcn per cent of the issued share capital

(e) no acquisitions by a company or its own shares shall be

made when on the closing dale of the last accounting period the

net assets as set out in the company 's annual accounts arc, or

following such diSlribution, would become lower than the amoun t

of issued share capital plus those reserves which may nOI be

di stributed under the provisions of this Act or the company's

memorundum or ankles: and in any case it shall not be possible

for the company to acquire any of its own shares except out of the

proceeds of a fresh issue of shares made specifically for the purpose.

or oul of profits available for distribution;

the shares acquired shall be fully paid up shares: and

(0

(8) a company may not as a resull of the acquisition of any

of its shares become the only holder of its ordinary shares.

(2)

T he co mpany shall deliver to the Regi st rar for

registration a copy ofllle resolution mentioned in subsection ( I) of this

seclion . If defll.ull is made in complying with the provisions of this

subsection. every officer of the company who is in default shall be liable

to a penalty. and. for every day during which the default continues. to a

funher penalty.

(3) The provisions of paragraph (b)ofsubsection ( 1) orthis

section shall not apply where the acquisition ofa company'sown shares

is necessary to prevent serious and imminent hann to the company.

(4) The provisions of paragraph (b) of subsection (I) of this

section shall funhcnnore not apply to shares acquired either by the

company itself or by a person acting in his own name but on the

company's behalf for distribution to that company's employees or 10

the employees of its parent compan y or of any of its subsidiary

undenakings. Such shares shall be distributed within onc year of their

acquisition.

(5) References in this section and in sections 10710 1100f

this Act to a company holding. acquiring or otherwise dealing in its

own shares shal l be deemed 10 include references 10 the company so

doing either itself or through a person acting in his own name bul on

the company's behalf.

( I) A company may acquire any of its own fully paid up ~"'I'''iI''of l>Wll

107. shares otherwise than by subscription without complyi ng with the ::...~!­

provisions of section 106 of this Act. other than paragraph (g) of oppicalion of

subsection (I) thereof. where lhe shares are _

(a) acquired by the company in the cou~ of a reduction of

the issued s hare capital made in accomancc with section 83 of this

Act; or

(b) the s ubject of a n application which is revoked in

accordance with the provisions of section 100 of this Act; or

(c) forfeited or surrende re d in accordance with the

provisions of section J 12 of this Act; or

(d) acquired in any procedure for the conversion. the

amalgamat ion o r the division of companies pursuant to the

provisions contain«l in Part VII, Part VIII and Part IX, resPl-'Ctivcly.

of this Act; o r

(e) acquired in any procedure for the change of status of a

company pursuant to the provisions of section 213 of this Act: or

(f) acq uired by the company pursuant to an order of the

Court made under the provisions oflhis Act (orlhe re~purchase of

shares he ld by dissenting shareholders, including any order made

in te nns of paragraph (d) of subsection (3) of section 402 of this

Act: or

(g) fu lly paid up and acquired by an investment company

with rued share capital orby anoIhercompany forming pan of the

same group at the member's requCS( provided that such acquisitions

shall not have the effect of reducing the company's net assets below

the amount of the issued share capital plus any reserves the

distribution of which is forbidden by law;

(h) acquired by the company during a redemption of

preference shares in accordance with section 115 of this Act.

Where shares acquired pursuaOl to paragraphs (b) to (0

(2)

of subsection ( I ) of this section are retained by the company and an

not disposed of within thiny months of their acquisition the company

shall by extrnordinary ~Iution canoel such shares within six months

of the cxpiry of the said thiny months.

(3) 1bc provisions of section 83 of this Act dealing with

the: reduction of issucd share capital shall apply where shares an

cancelled pursuant to subsection (2) of this section

Provided that lhe Court may not disallow the cancellation

but, if good cause is shown, it shall only order that sufficient security

be givcn to the creditCC' who hru1 obj«tcd 10 the cancellation. and if

sufficient security is nOl immediately available, the Court shall order

the provision of such security immediately it becomes available 10 the

company and nodistribution of dividend may beeffeaed by thecompany

in the meanti me.

(4) If the company fails 10 co mpl y with subsection (2) of

this section within the time limit prescribed, any me mbe r or director of

the company may apply 10 the Court for an order that such shares be

cancelled.

(5) Where the nominal value of the shares held by the

company in pursuance of any of the provisions of subsection ( I) of this

section, including shares which the company may have acquired through

a person acting in his own name but on behalf of the company, does not

exceed ten per cent of the issued share capital lhereof. lhe provisions of

subsections (2) 10 (4) of thi s section shall not apply.

108. ( I) If shares acqu ired or hc ld in co ntrav ention of sec lion Shua""","~ '"

106 and subsection ( I) of sec ti on I 07 of thi s Act are nOI disposed of ~''''''!on 0(

within OTIC year of their acquisition, the company shal l cancel sLlch shares ........ 106 .....

Wit ' h" In Sill mont" " ... - 0 r"

tne - expiry

' 0 r"-

tile sa. 'd year.

Where shares are cancellcd purs uant 10 subsection ( I)

(2)

of this section the provisions of section 83 ofthi s Act shall appl y subjecl

to the proviso to subsection (3) of seclion 107 of this Act.

If the company fail s to compl y with subsection ( I ) of

(3)

this section within the lime limit prescribed, an y member or director of

the company may apply 10 the eoun for an order thal such shares be

cancelled.

lOO,

During the time that a compan y holds an y of its own Coodi .... f..-

,lw<,

(a) lhey shall C!lIT)' no vOling rights nOlwithslanding any """Dodbyu ...

pro visions to the contrary in the compa ny's memorandu m or

articles: and

(b) if the s hares are included among the assels of the

company shown in the balancesheel, a reserve ofthc same amoun t.

unavailable for distri bution, shall be included among the liabilitics,

UO,

It shall not be lawful for an undenaking-

( 1 )

(a) to subscri be fOf. hold, acq uire or otherwise deal in shares ....... ,"'"

in a company which is its holding compan y: or

.

(b) to give, whethe r directl y or indirectl y. and whether by I'.h 'I ('h fa ,iI>

means of a loan, guarantee. the provision of security or otherwise. !":'''" ~:::.,

any financial assistance for the purpose of or in connection with

an acquisition or subscriplion made or 10 be made by any person

of or for any shares in the company or its parent company,

The provisions of subsection (I) of this section shall

(2)

nO( apply to transactions effected with a view to the acquisition of shares

by or for the company's employees or the employees of a group

company

Provided that such transactions shaB nOl: have the effect of

reducing the net asselS of the company below the amount specified in

paragraph (e) of subsection ( I) of section 106 of this Act.

(3) Subsection ( I) of this section shall not apply 10 the

provision of financial assistance by an investment company with fixed

share capital for the purpose of or in connection with the acquisition of

its fu lly paid up shares by another undertaking

Provided that such provision of financial assistance may DO(

have the effect of reducing the net assets of the company below the

amount specified in paragraph (e) of subsection ( I) of section 106 of

this Act.

Ill . 11te acceptance of acompany's own share.~ by way of pledge

al. """ ,""1" ""'" orotherfonnof security shall be treated as an acquisition by the company

of such shares for the purposes of sections 106, 101 and 109 of lhis Act.

112. ( I) Any share in a company may be forfeited from any

... '_of ......... shareholder

in favour of the company and any shareholder may Sllm!nder

any or all of his shares in a company in favour of that company if the

share holder fails to pay any caU or instalment of a call on the day

appointed for payment the reof and as long as provision to that effect is

contained in the memorandum or articles of the compan y.

The provisions of section 109 of this Act shall apply to

(2)

a forfeiture or surrender of shares until such time as the company

disposes of or otherwise cancels them.

113. (I ) It shall not be lawful for a com pany to pay a

commission or make a discount or allowance to any person in

consideration for his subscribing or agreeing 10 subscribe. whether

absolutely or conditionally for any shares in the company. or procuring

or agreeing to procure subscriptions. whether absolute or conditional,

fo r any shares in the company. unless-

(a) authority thcrefor is given by the me morandum or

arti cles; and

(b) the commission. discount or allowance does not exceed

ten per cent of the price at which the shares are issued orthe amount

authorised by the memorandu m or ankles, whichever is the less;

,m!

(c) the amount or mIC per cent of the commission, discount

Of allowance and the numberof sham; whic h pelWOS have agrt:ed

in consideration thereof lo subscribe IIbsolutely shall be disclosed

in the manner required by subsection (3) oflhis section; and

(d) the commission, discount or allowance is made in favour

of an underwrit er for shares in the company, pu rsuant 10 an

underwriting agreement.

If shart:s are issued in conlnlvenLion of the provisions

(2)

of this section the holder thereof shall be bound 10 pay the: company an

amount equal 10 the anM)Unl ofthc commission, discount or allowance

given in CJ{CCSS arlba! pcnnittc:d by this §Cdion, wi th annual inlerut at

the rale of two percentage points over the Central Ban k of Mal ta

minimum discount rate.

(3) The conditions specified in subsection (I) of tNS section

shall, in the case of shares offered 10 the public for SUbscription. be

disclosed in the prospectus and in the case o f shares DOt so offered-

(a )

they shall be disclosed in a Slalemcnt signed by every

director of the company or by any other person in rt:prt:sentation

of any direc tor so au thorised in wri ting and deli vered to the

Registrar fo r registration before the actu al payment of the

commission, discoun t or allowance: and

(b) where acircularor notice, not being a prospectus, giving

subscrip(ion forthe shares is issued, they shall also be disclosed in

such circular or notice,

(4) If default is made in complying with paragraph (a) of

subsection (3) of this section, every officer of the company who is in

default shall be liable to a penalty.

U4. ( I) Whcre a company issues shares at a premium whether A;: ·!· ..... ~

. a sum equal to the aggregate amount or value of ....... 01 ......

for cash or otherwise,

the premiums on those shares shall be immediately paid in full and

transferred to an account. to be called "the share premium account".

and the provisions of this Act relating to the reduction of the issued

share capital of a company shall. except as provided in this seclion.

apply as ifthl: share premium account were paid up share capital of the

company.

(2) The share premium account may. notwithstanding

anything contained in the foregoing subsection, be applied by the

company -

(a) in paying up unissued shan::softhecompany to be issued

to members of the company as full y paid OOnus shares; or

in writing off the preliminary ellpenses ofme company

(b)

or the ellpenses of or the commission paid or discount allowed on.

any issue of shares or debentures of the comp::lllY: or

(c) in providing for the premium payable on redemption of

any redeemable preference shares or of any debentures of the

eompany.

us.

( I) Where a company, duly authorised by ils memorandum

or articles. issues preference shares which are to be redeemed or are

liable to be redeemed at the option of the company or the share·

holdcr -

(a) nosuch shares shall be redeeme(j except out of the profits

of the company which would otherwise be available for dividend

or, in accordance with subsection (4) of this section. out of the

proceeds of a fresh issue of shan::s made for the purpose of the

redemption

(b) the u:nns and the manner of rroemption shall be laid

down in the memorandum or ankles of the compan y

(c) no such shares shall be redeemed unless they are funy

paid up and the temlS of rede mption shal l requi re full payment on

n:demption

(d) the premiu m. if any. payable on redemption shall have

been providt:d for out of the profits of the company or out of the

company's share premiu m account before the shares are redeemed;

(e) where an y such shares are redeemed otherwise than out

of the proceeds of a fresh issue. there shall, out of profits, which

would otherwise have been available for distribution as dividend,

be transferred 10 (l reserve to be called "the capital redemption

reserve", a sum equal to the nominal amount of the shares

redeemed. and the provisions of this Act relating to the reduction

of the issued share capiml of a company shall. ellccpt as provided

in this section, apply as if the capital redemption reserve were paid

up share capital of the company.

(2) The capita! redemption reserve may, notwithstanding

anything contained in this section, be applied by the company in paying

up unissued shares of the company to be issued to members of the

company as fully paid bonus shares.

(3) Preference shares redeemed under this section shall be

tn:ated as cancelled on redemption, and the amount of the company's

issued share capital shall be diminished by the nominal value of those

shares accordingly

Provided that a redemption of preference: shares by acompany

shall not to be taken as reducing the amount of the company's authorised

share capital.

(4) Without prejudice to the provisions of subsection (3) of

this section, where a company is about 10 redeem preference sham;, it

shall have the power to issue shares up to the nominal value of the

preference shares to be rtdeemed as if those prefeJence shares had never

been issued.

(5) A notice of the redemption of preference shares referred

to in the preceding subsections of this section shall be delivered by the

company to the Registrar for registration.

(6) If default is made in complying with the provisions of

subsection (5) of this section every officer of the company who is in

default shall be liable to a penalty. and, for every day during which the

default continues. to a further penalty.

116. (\) If, in the case of a company the share capital of which Ri&ID<>I"hoIdond

is divided into different classes of shares, proviSion is made by the

memorandum or articles for authorising the change of any shares in the .... .;~

company from one class into anOlher or for the variation of the rights ..... - .

attached to any class ofshares in the company, subject to the consent of

any specified proportion of the holders of the issued shares ofthal class

and of any other class affected thereby or the sanction of a resolution

passed at a separate meeting of the holde rs of those shares and of the

holders of any other shares affected thereby, and in pursuance of the

said provision the shares are changed from one class into anotherorthe

rights attached to any such class of shares are at any time varied, the

holders of not less in the aggregate Ihan fift een per cent either of the

issued shares of thal class or of any other cla~~ affected thereby, being

persons who did not consent to or vote in favour of the resolution for

the change or variation, may by writ of summons filed within twenty-

one days of the consent or the resolution. demand that the change or

variation shall nOl have effect.

(2) On any such demand the Court, if it is satisfied. having

regard to all circumstances of the case. that the change or variation

would unfairly prejudice the holders of shares. the class of whieh is

being changed or the rights of which are being varied, or the holders of

an y other class of shares affected thereby. shaJl disallow the change or

variation.

(3) The Registrar ofthe Superior Courts shall without delay

cause a copy of any writ of summons fi led under subsection (1) of this

section and of any judgment given thereon to be served on the Registrar

for registration, and the said writ of summons shaJl. on pain of nUllity,

include a demand to that effect ,

(4) Subsections (2) and (4) of section 79 of this Act shall

apply in respect of any consent or n:solution given or taken in term;: of

subsectioo ( I) of this section.

(5) Where no provision is made by the memorandum or

articles for authorising the change or variation referred to in subsection

( 1) of this section, no such change or variation may be made.

Cha pler V1- Miscellaneous provisions about shares a nd debentures

117 , Each share in a company shall be distinguished by its

appropri01e number

Provided that. if at any time all the issued shares in acompany,

or all the issued shares therein of a particular class, are fully paid up

and rank pan' passu for all purposes. none of those shares need thereafter

have a distinguishing number so long as they remain fully paid up and

rank pari passu for all purposes with all shares of the same class for the

time being issued and fully paid up.

11 8. (I) Notwithstanding any provisions contained in any other

law. a transfer of shares in or debentures of a company may be made by

private writing,

(2) It shall not be lawful for a company to register a transfer

of shares in or deben tures of the company unless n proper instrument of

transfer or an authentic copy thereof has been delivered to the company

Provided thai, without prejudice 10 any obligation arising

under the provisions of the Duty on Documents and Transfers Act. 1993,

nothing in this section shall prej udice any power of the company to

register as shareholder or debenture holder any person to who m the

right to any shares in ordebeOlUres of tile company has been transmilled

causa monis.

119. ( I) On the application ofthe transfcroror of the transferee R<!islrolionoC

of any share in or debenture of a company. the company shall enter in =~iclo

its register of members or of dcbenture. ... as the case may be. the name oCsboralr

and address of the transferee and where the appl ication is made by the dobemlreo.

transferor theentry shaH be made in the same manner Md subjeclto the

same conditions as if the application for the entry were made by the

transferee.

(2) If a company refuses to regisler a transfer of shares or

debentures. it shall, within two months after the date on which the

transfer was lodged, send 10 the transferee notice of the refusal .

(3) Notwi thstanding the provisions of the regulations

contained in Part I of the rlfSt Schedule to this Act and notwithstanding

anyt hing contained in a public company's memomndum or articles, the

directors of a public company shall be obliged 10 register the transfer of

any shares in the company in favour of any person who has acquired

those shares as a result of ajudicial sale lhereof.

(4) On the application of the pelWn 10 whom the right 10

any shares in or debentures of a company has been tmnsmitted causa

morris. the company shall register in its regis ter of members or

debentures. as the case may be, the name and address of such person.

(5) If a company refuses to register a transmission as is

referred to in subsection (4) of this section. it shall. within two months

after the date on which the transmission is lodged. send to the person 10

whom the right to any shares or debentures of a company has been

transmitted causa mortis. notice of the refusal.

(6) If default is made in complying with the provisions of

subsections (2) or (5) of this section. every officer of the company who

is in default. shall be liable to a penallY. and. forevery day during which

the default continues. 10 a further penalty.

1l0. (I ) Every company shall. within two months after the

allOl:ment of any of its shares or debentures and within two months

after the date on which a transfer of any such shares or debentures is

registered with the company, and within one month from the dale on

which any such shares or debentures transmitted causa mortis have

been registered in the name of the person entitled to be registered as the

holder thereof. deliver the cenificates of all shares, debentures or

debenture stoc k allotted, transferred or tran smitted causa mvrtis to the

persons entitled thereto, unless the conditions of issue of the shares or

debentures otherwise provide.

(2) Theexpression ''transfer'' forthe purposes of this section

means a transfer on which the relevant duty, ifany, has been paid and is

otherwise valid, and does not include such a transfer as the company is

for any reason entided to refuse to register and does not register.

(3) In the caseofa transfer o r of a transmission causa rtWrtis

of shares the co mpany shall within founeen days after the date on which

a transfer of any such shares is registered with the company, and within

one month from the dale on which any s uch shares transmiued causa

mortis have been registered in the name of the person entitled to be

registered as the holder thereof, deliver to the Regi strar for registration

a no tice of the transfer o r the transmission causa mortis stating the

names and addresses of the transferees or the names and addresses of

the persons entitled to the shares transmitted causa mortis, as the case

may be.

(4) If default is mad e in com plying with any of the

provisions of this section. every officer of the company who is in default

shall be liable to a penalty, a nd, for every day during which the default

continues, to a funher penalty.

121 . (I) A public company, if so authorised by its memorandum

or anicles, may, with respect to any fully paid up shares, issue a warrant

to bearer, in this Act refeITCd to as a "s hare warrant", stating that the

bearer of the warrant is entitled to the shares therein specified and may

provide. by coupons or otherwise. for the payment of the fUlUre dividends

on shares included in the warrant.

(2) The shares specified in a s hare warrant may be

transferred by the delivery of the warrant.

122. (I) Securities may, unless otherwise provided in th e

memorandum or articles of the company or under the conditions of

issue of those securities, be pledged by their holder in favour of any

person a~ security for a ny obligation. The pledge of securities shall be

constituted by means of an instrument in writing e ntered into between

the pledgor and the pledgee

Provided that the pledge of share warrants or debenture

warrants shall be constituted by delivery of the warrant to the pledgee,

and the provisions of subsections (2) to (5). (10) to (12), (14) and (15)

of this section shall not apply thereto

Provided funher that in the case of a privale company,

securities may not be pledged unless the memorandum oranicles of lhe

compal1y specifically so provide; and in relation to transfers of shares

by members of the company any restriction resulting from the

memorandum or articles of the company shall, subjecl lo the provisions

of subseclion (10) of this section. be deemed not 10 apply to trnnsfers

by the pledgee in terms of subsection (6) of this section or resulting

from any judicial sale.

(2) Notice of the pledge shall be delivered by the pledgor

or the pledgee to the Registrar for registration within fourteen days of

the granting of the pledge. The company whose securities have been

pledged, shall also be notified of the pledge in writing within the said

period and the company shall record that foct in the register of holders

of the respective securities.

(3) The pledge of securities shall be effective in relation to

a third pany only after the registration by the Registrar of the notice

referred to in subsection (2) of this section.

(4) Saving the provisions of subsection (3) of this section.

during the ellistence of a pledge of securities. any transfer or other

8ouignment. made by the pledgor, whether by onerous or gratuitous titie,

of the pledged securities shall be null and void.

Notwithstanding the provisions of subsection (4) of this

(5)

section. any transfer or other assignment of securities made with the

consent ofthe pledgee shall be valid and the securities to be transferred

shall continue to be subject to the pledge.

(6) Without prejudice to the right of the pledgee to apply

for the judicial sale of the securities and notwithstanding the provisions

of the Civil Code or of the memorandum or anicles of the company. in c.. 16.

the event of a default under the agreement of pledge and upon giving

notice by judicial act 10 the pledgor and the company, the pledgee shall

be entitled to: -

dispose of the securities which are pledged in his favour;

(i)

0'

(ii) appropriate and acquire the securities himself. in

seulement of the debt due to him or of pan thereof.

(7) For the purposes of subsection (6) of this section the

value of the securities may be established by agreemenr between the

pledgor and the pledgee after nOlicc of default has been given by the

pledgee to the pledgor in terms of the said subsection (6), and no prior

agreement thereon shall be valid

Provided that. in case of disagreement. the fair value for the

sale or appropriation of the securiti es shall be determined by a certified

public accountant or a certified public accou ntan t and auditor appointed

by the Commercial Coun on the application of the pledgee.

(8) For the purposes of subsection (7) of this secti on. the

fair value of the securities shall be that obtaining on the date of the

notice referred to in subsection (6) of this section.

(9) The pledgee shall. in selling the securities in accordance

with the provisions of subsection (6) of this section. be obliged to seek

the best price being not less than their fair value as determined in

accordance with subsection (7) of this section. In the event that a buyer

cannot be found for the securities at their fair val ue. the pledgee shall

apply to the Coun for the securities to be sold at less than their fair

value a~ aforesaid subject to such cond itions as the Court may deem fit.

(10) [n the case of a pledge of shares in a private company.

the pledgee shall be obliged, prior 10 the exercise of the right granted

by subsection (6) of this section. to offer the shares to other shareholders

of lhe company in accordance with any pre-emption rights relating to

the transfer of shares as laid down in lhe memorandum or anicles of

that company. and. fai ling such pre-emption rights. 10 all the other

shareholders of the company in proportion to their holdings. In either

case the shareholders shall beentitled to purchase the shares at the price

determined in accordance with subsection (7) of this section. Such offer

shall be kept open for alleasl ten worki ng days.

(11) In the ca.~e of a pledge of shares in a public company

the memorandum or anicles of which requ ire any shareholder wishing

to tra nsfer shares in the company to offer them on a pre-emptive basis

to other shareholders of tile company. the pledgee shall aCCOrdingly be

obliged. prior to the exercise of the right granted by subsection (6) of

this section. toofferthe shares to those shareholders. who shall be entitled

to purchase the shares at the price determined in accordance wit h

subsecti on (7) of this section. Such offer shall be kept open for at least

len working days.

(12) (a) In the case of a pledge of securities in a public

company which are quoted on the Malta Stock Exchange. the

provisions of subsections (2) to (1 1) and (15) of this section shall

not apply for such quoted securities. The fo11owing provisions sha11

apply instead

the pledgor or the pledgee shall deliver within

(i)

fourteen days of the granting of the pledge of a quoted security

a certified copy of tile signed pledge agreement to the Malta

Stock Exchange, which shall also be served with a notice of

termination of the pledge by the pledgee within founeen days

of the tennination of the pledge;

the company whose quoted securities have been

(ii)

pledged shall also be notified of the pledge orofits tennination

within the said periods and the company shall record that fact

in the register of holders of the respective securities;

(Hi) such pledge of securities shall be effective in

relation to a third party only from the date of delivery of the

signed pledge agreement to the Malta Stock Exchange and

any transfer or other assignment made therefrom by the

pledgor, whether by onerous or gratuitous tide, of the pledged

securities shall be null and void; and

(iv) the pledgee shall, in the event of a default under

the agreement of pledge and upon giving notice by judicial

act to the pledgor, the Malta Stock Exchange and thecompany,

have the securities sold through a licensed stockbroker.

In the case of a pledge of securities in a public

(b)

company which are quoted on a prescribed foreign Stock Exchange,

the provisions of subsections (7) 10 ( 11 ) of this section shall not

apply and in the event of a default under the agreement of pledge,

the pledgee shall, upon notice to the pledgor and the company in

accordance with subsection (6) of this section have the shares sold

through a licensed stockbroker.

(13) In the exercise of his rights under this section, the

pledgee shall only sell or appropriate such number of securities as are

needed to raise sufficient proceeds to repay the debt due. All remaining

shares shall be relea..ed to the pledgor.

(14) It shall be lawful for the panies to an agreement of

pledge of securities to agree on the person or persons who shall exercise

all the rights belonging to the holder of securities including voting rights

and the right to receive dividends and interest payments

Provided that, should the agreement between the panies not

make provision for such matters, all rights penaining to a holder of

securities shall, for the duration ofthe pledge, be exercised by the pledgor

until such time as he defaults under the agreement of pledge oruntillhe

pledgee enforces his security; and in any such ease, upon giving notice

by ajudicial act to the pledgor and the company. all the rights belonging

10 the pledgor shall immediately beoome exercisable by the pledgee

Provided funhcrthat. unless the plcdgorand the pledgee have

otherwise agreed in the pledge agreement and notice thereof has been

given to the company. dividends or interests payments due on securities

which are pledged shall, during such time as the pledge is registered in

the register of holders of the respecti ve securities. be paid by the company

to the pledgee who shalt appropriate any such amounts received to the

interest due on the debt secured by the pledge. and, if the re is an excess,

to the capital.

( 15)

Notice of tennination of the pledge shall be delivered

by the pledgee 10 the Registrar within fourteen days of the temlination

of the pledge. 1be co mpany. sec urities in whic h ha ve been pledged,

shall also be notified in writing of the tennination of the pledge wilhin

the said period and the company shall record that fact in the register of

holders of the respective securities.

Subject [0 the provisions of subsections (6) to (9) and

( 16)

( 13) of this section. the tenus and conditions of the pledge of a share

wanunt or of a debenture wanun t shall be determi ned by agreement

between the pledgor and the pledgee. The pledge of a share warrant or

of a dchenlure warrant shall be effective in relation to a third party from

the dale of delivery of the share warrant or debenture wanunt to the

pledgee.

123. Every company shall keep a register of its me mhers

(I)

and shall enter therein the following particulars--

(a) the names and addresses oflne members and a statement

of the shares held by each member. distinguishing each share by

its number. so long as the share has a number. and of the amou nt

paid or agreed to be considered as paid on the shares of each

member;

(b) the date at which each person was entered in the register

as a member; and

(c)

the date al which any person ceased 10 be a member

Provided that on the issue of a share warrant the company

shall strike out of its register of members lhe na me of the member

then entered therein as holding the stwes specified in the warrant

and shall enter in place oflhe aforesaid requirements the following

particulnrs -

the fact of the issue of the warrant

(i)

I stalement of the shares included in the Warrt\l\l.

(il)

distinguishing each share by its number 50 long IlS the share

has a number: and

(iii)

the date of the issue orlbe warrant

Provided further lhaI where the company has conva1cd

any of ilS shares into stock and has registered the convcl"Iiion

with the Registrar. the register shall show the amount of stock

held by each mcn«r instead of the amount of shares and the

paniculllJ1 relating to sham; specifted in paragraph (.) orlhis

subsection.

(2) Where two or more: persons hold onc Of" more shares in

a company jointly, they shall, for the purposes cr lhis Act, be treated as

a single member; and, unless otherwise prov ided in the memorandum

or ankles, the name of only onc of such persons shall be entered in the

rt:gister of members. Such person shall be elected by the joint holders

and shall for all inlenlS and purposes be deemed vis-Q-~is the company

or

(0 be the member of the company in respect all the shares so held.

(3) The register of members shall be kept at the registered

office of the company or at such other place as may be specified in the

memorandum or anicles.

U default is made in complying with any requirement

(4)

of this section. every officer ofthc company who is in default shall be

liable toa penally. and. forevery day during which the dcfaull continues.

to a further penalty.

124. (I) Every company shall keep a register of debentures and Ite, iotcrof

shall enter therein the names and addresses of the registered holders dd><t 5 . ..

and particulars of the deben tures held by them respectively.

(2) The register of debentures shall be kept at the registered

office ofthc company or at such other place as may be specified in the

memorandum or articles.

(3) Where two or more persons hold onc or more debeOlure5

jointly. they shall for the purposes of this Act be treated as a single

debenture holder; and, unless otherwise provided in the rnemornndum

or ankles, the name of only one of such persons shall be entered in thc

register of debentures. Such person shall be elected by the joint holders

and Sh311 for all intents and purposes be deemed vis-a-vis the company

to be [he holder of all the debentures so held.

(4) If default is made in complying with any requirement

of thi s section, every officer of the company who is in default shall be

liable toa penalty and, for eve£)' day during which the default continues,

[ 0 a further penahy.

125. Except when duly closed in accordance with the provisions

of section 126 of this Act, and subject 10 such reasonable restrictions as

the company in general meeting may impose -

the register of membe rs shnll be open to the inspection

(a)

of any member of the company without charge; and

the register of debentures shall be open to the inspection

(b)

of any person without charge.

126. (I ) A company may. on giving nOlicc by advenisement

in a daily newspaper circulating wholl y or mainly in Malta, close the

register of members to inspection for any period or periods not exceeding

in the whole ttuny days in each year.

(2) The register of debentures may be closed to inspection

in accordance with provisions contained in the memorandum or articles

or in the debentures or. in the ease of debenture stock. in the stock

certificates, during such period or periods, not exceeding in the whole

thirty days in anyone year. as may be therein specified.

(3) The memorandum or articles may provide that. during

such time: as the register of me:mbers or the register of debentures is

closed in accordance with the provisions of subsections (I) and (2) of

this section. no new particulars may be entered therein.

127. (I) Unless otherwise provided in its articles, a compan y

formed and registered in Malta shall not recognise any nominee

rellllionship or trust in respect of any security issued by it, and the

company shall not recognise. even whcn having notice thereof. an y

interest or other right in such security, but shall only recognise lhe

registcred holder thereof,

(2) Any court proceedings against a registcred holder of a

security by the persons beneficially entitled 10 the securicy shall be heard

in camua if the registered holder is a licensed nominee within the

meaning of the Malta Financial Services Centre Act. unless the person

beneficially entitled to the security requests that proceedings be heard

in public.

Where the proceedings are held in camua. all the records

connected therewith shall be secret and shall not be aa:essible to any

person except by authorisation of the court. which may also determine

the manner in which a judgement. decree or decision relating to the

proceedings may be made accessible. if al all. to third patties.

(3) Nocwilhstanding anything contained in this section, the

persons beneficially entitled to a security shall be laken into accoun t.

and any nominee relationship shall be disregarded. for determining the

status of lhe company for the pUfl)Ose of Chapter XII of this Title.

(4)

A licensed nominee shall not

(a) on its own behalf and in its own interest as beneficial

owner hold sh:lrCS in any company except for such numbtr of shares

not exceeding in the aggregate one lira in nominal value and which

do nOC have an y special voting rights

hold shares in any company on behalf and in the interest

(b)

of acompany falling wi thin the meaning of section 22 of the Malta

Financial Services Centre Act;

(c) hold shares in an y company falling within the meaning

of section 22 of the Malta Financial Services Centre Act.

(5) The creditors of a licensed nominee shall have no claim

or right of action on or against shares in a company held by the said

licensed nominee in the licensed nominee·s own name but on behalf

and in the interest of a beneficial owner entitled thereto.

(6) Where a licensed nominee holds in its name a number

orthe issued shares or all the issued shares in a company on behalf and

in the interest of one or mote beneficial owners. including such shares

which it may hold on its own behalf and interest to the extent permitted

by paragraph (a) of subsection (4) of this scction:-

(a) the memorandum of association and articles o f

association. if an y. shall be deemed to be validly entered into for

the purposes of sections 68 and 75 of this Act if

in respect of the number of shares hcld in the name

( i)

of the licensed nominee and irrespective of the number of

beneficial owners entitled thereto. they are only subscribed

and signed by the licensed nominee. and

where the licensed nomi nee holds all the issued

(ii)

shares in the company, they arc only subscribed and signed

by the licensed nominee;

(b) the mcmorandumof association shall specify the amoun!

of shares held by the licensed nominee on ilS own behalf and interest

if any, and the amount of shares held by the licensed nominee on

be half and in the in terest of the beneficial owner or each such

beneficial owner if more than one;

(c) the register of members shall specify the amount of

shares he ld by the licensed nominee on its own behalf and interest

i f any, and the amount of shares held by the licensed nominee on

behalf and in the interest of the bc:neficial owner or each such

beneficial owner if more than one, and the provisions of paragraphs

(a), (b) and (c) of subsection ( I) of section 123 oflrus Act shall be

construed accordingly;

(d)

a resolution in writin g purs uant 10 section 2 10 orlhis

Act shall be deemed 10 be valid and effective if

(i) in respect of the number of shares held in the name

of the licensed nominee and irrespecti ve of the number of

beneficial owners entitled thereto. it is only signed by the

licensed nominee. and

(ii ) where the licensed nominee holds all the issued

shares in the com pan y. it is only signed by the lice nsed

nominee;

(e) the share ce rt ificates, the re tu rn o f allotments and the

annual return of the co mpany shall be drawn up and completed in

acco rd ance with the reg ister of members as provided for in

paragraph (c) of this su bsection.

(7) (a) Whe re a beneficial owner o f shares in a oo mpany

which are held by a licensed nominee: in the licensed nominee's

own name, tran sfers or otherwise d isposes o f the bene l1cial

ow ners hip of such shares intu vivos to a th ird party, such a

transaction shall be deemed to constitute a transfer of shares for

the purposes of the DUlY on Documents and Transfers Act, 1993,

and for the purposes of subsection ( I ) of section 5 of the Income

Tax Act , and s hall be no ted in th e regis ter of me mbe rs,

notwithstandin g that the shares in question may continue to be

he ld in the name of the same licensed nominee.

Where a change in the registered holder of shares in a

(b)

company does nO!. involve a change in the beneficial ownership

lherrof, such change shall not be deemed to constitute a transfer

of shares for the purposes of the Duty on Documents and Transfers

Act. 1993, and for the purposes of subsection ( 1) of section 5 of

the Income Tax Act. but shall nevenheless be noted in the register

of members.

(c) Forlhe purposes of section 490flhe Duty on Documents

and TransfersAct, 1993, "transferor" and ''transferee'' in a transfer

ofshares jnltr yjyos shall bedeemed to include a licensed nominee

acting on behalf of either the transferor or the U"arlsferee of the

beneficial ownership of such shares, or of both such transferor

and transferee .

In this section

(8)

"beneficial owner" means a person who is the real owner of,

or who is otherwise beneficially entitled to, the shares which ~

subscribed or held on his behalf and in his interest by a licensed

nominee ; and "be neficial ownersh ip" s hall be construed

accordingly;

"licensed nominee" means a private company in possession

of a licence in temlS of section 51A of the Ma1ta Financial Services

Centre Act.

(9) Except where expressly pennitted under section 212 of

this Act. nothing in this section shal l be deemed to imply that acompany

may have less than two members.

No person shall hold shares in a company in his name,

( 10)

on behalf and in the interst of other persons entitled to the beneficial

ownership therrof, unless such person is a licensed nomi ncc:orotherwise

licensed Of authorised to act as nominee or trustee under any other law

in force in Malta.

Chl ptt r VU - Meetings a nd ResolutiolU"

128. (I) Every company shall in each year hold a general

meeting as its annual general meeting in addition to any other meetings

in that year, and shall specify the meeting as such in the notices calling

it, and not more than fifteen months shall elapse between the date of

one annual general meeting of the company and that of tne next

Provided that so long as a company holds its first annual

general meeting within eighteen months of its registrat ion it need not

hold it in the year of its registration or in the following year.

(2)

Every general meeting other than an annual general

meeti ng shal l be an extraordinary general meeting.

(3)

If default is made in complying with the provisions of

subsection (I) of this section, every offi cer of the company who is in

default s hall be liable to a penalty. and , for every day during which the

default continues. to a further penalty.

129. (1) The directors of a company shall, on the requisition

of a member or members of the company holding at the date of the

deposit o f the requi sition not less than one-tenth of such of the paid up

share capital of the company as at the date of the deposit carried the

ri ght of voting at general meetings of the company, forthwith proceed

duly to convene an extraordinary general meeting of the company.

(2) The requisition shall stale the objects of the meeting

and shall be signed by the requ isitionist or requisitionists and deposited

at the regi stered office of the compan y and may consist of several

doc uments in like fonn each signed by the requi sitionist. or if there is

more than onc requis itionist in any one document by all ofthem.

(3) If the directors do not within twenty-one days from the

dale of thc deposi t of the requisition proceed duly to convene a meeting.

the requisitionist or requ isitionists may convene a meeting in the same

manner. as nearly as possible. as that in whi ch meetings are to he

convened by the directors. but a meeting so convened shall not be held

after the expiration of three months from the date of the deposit of the

requisition.

(4) Any reasonabl e expense incurred by the requisitionist

or requisi tionists by reason of the failure of the directors duly to convene

a meeting shall be repaid to the requisiti onist or requisitionists by the

company. and any sum so paid shall be due personally by the directors

who were in default and may be retained by the company out of any

sums due or to become due from the company by way of fees or other

remunerati on in respect oftheir services to such of the directors as were

in default.

130. A general meeting of a company shall be deemed not 10

have been duly convened unl ess at least fourteen days' notice has been

given in writ ing, and any provision in the company's memorandum or

articles shall be construed as requiring fo urtee n days' notice in writing

in so far as it provides for the calling of a meeting of a company. other

than an adjourned meeting. by a shorter notice

Provided that a meeting oflne company shall notwithstanding

that it is called by a shorter notice, bedeemed 10 have been duly convened

if it is so agreed by all the members entitled to attend and vote thereat.

131 . The following provisions shall have effect in so far as the 0...,..,. provi,ions

anicles of a company do not contain other provisions in that behalf _ .. "'_;<>p ond

(a) notice of any general meeting of a company shall be

given to every member of the company and shall be served in the

manner in which notices are required to be served by the First

Schedule to this Act;

(b)

two members personally present shall be a quorum;

(c)

any memberelectcd by the members present at a meeting

may be chainnan thereof;

(d) every member shall have one vote in respect of each

share or each lira of stock held by him unless othelWise provided

in the terms of issue of such shares or slOck.

132. (I) If for any reason it is impracticable to call a meeting 1'<>""". of C"",,, to

of a company in any manncr in whlch meetings of the company may be

called, or to conduct the meetings of tha! company in the manner

prescribed by the articles or this Act, the Court may, either on its own

motion or on the demand of either of the parties to the proceedings

during the course of such proceedings or, in the absence of any

proceedings, on the application of any director of the company or of

any member of the company who would be entitled 10 vote at the

meeti ng. order a meeti ng of the company tobecalled, held and conducted

in such manner as the Court thinks fit. and where any such order is

made, may give such ancillary or consequential directions as it thinks

expedient. including adireetion that one memberofthecompany present

in person or by proxy shall be deemed to constitute a meeting.

(2) The provisions of subsection (I) of this section shall

also apply to the calling of meetings of the board of directors of a

company, if the Court considers that the circumstances justify such

course of action.

133, (I) Notwithstanding a nything contained in the I'ro.<;e..

memorandum or articles of a company. any member entitled to attend

and vote at a meeti ng of the company or at a meeting of any class of

members of the company shall be entitled to appoint another person,

whether a member or nO(, as his proxy to attend and vO(c instead of

him, and a proxy so appointed shall have the same righl as the member

to speak at the meeting and to demand a poll.

The appointment of a proxy shall be in writing.

(2)

(3)

In every notice caUing a meeting of a company there

shal l appear with reasonable prominence a statement that a member

entitled 10 attend and vote is entitled to appoint a proxy and that a prolty

need nO( also be a member. If defaull is made in complying with this

subsection, every officer of the company who is in derau lt shall be liable

to a penalty.

(4) A provisio n in a company's memorandu m or articles

shall be void in so far as it would have the effect of requiri ng an

insuumcnt appointing a proxy. or any other document necessary to show

the validity of, or otherwise relating 10. the appointmcnl of a proxy, 10

be received by the co mpan y or any other person more Ihan forty-eighl

hours before a meeting oradjoumed meeting forthat appointment to be

effective.

(5) A company shall not issue at its own expense to some

only of the members entitled to be sent a nmice of a meeting and to vote

thereal by proxy. invitations to appoint as proxy a person or one of a

l1umber of perso ns specified in the invitations. If default is made in

complyi ng with this subsectiol1. every officer oflhe company who is in

default shall be liable 10 a penalty

Provided that an officer shall nOl. be liable 10 a penalty by

reason only Orthe issue 10 a member at his requesl in writing of a [onn

of appoinlment naming the proxy. or of a list of persons willing to act

as proxy. if the fonn or list is available on request in writing to every

member el1titled to vote at the meeting by proxy.

(6) The provisions or this section shall apply to meetings

of any dassor members of a company as they apply to general meetings

of lhe company.

134. (I) Any provision contained in the memorandum or

articles of a company shall be void in so far as it would have the effect

e ilher ~

(a) of excluding the righl to demand a poll al a general

meeting on any question other than lheelection of the chairman of

the meeting or the adjournment of the meeting: or

(b) of makin g inelTective a demand for a poll on any such

question which is made either -

(i) by not less than five me mbers having the right to

vote at the meeting; or

by a me mber or members representing not less than

(ii)

one-tenth of the total voting ri ghts of alllhe me mbers ha vi ng

the right to vote at the meeting; or

(iii) by a member or members holding shares in the

company conferring a right to vote at the meeting being shares

on which an aggregrue sum has been paid up equal 10 not less

than one-tenth of the total sum paid up on all the shares

conferring that right.

The instrument appointing a proxy to vote at a meeting

(2)

of the company shall be deemed to confer authorilY 10 demand or join

in demanding a poll; and for the purposes of subsection ( I ) of this section

a de mand by a person as proxy for a member shall be the same as a

demand by the member.

On a polllaken at a meeting of a company or a meeting

(3)

of any class of members of Ihat company, a member entitled to more

than one vote need not, if he Vales, use all his votes or cast all the votes

he uses in the same way.

135. ( I)

A resolution shall be an e xtraord inary resolution E>.b .. d'-1 ond

where-

(a) it has been take n at a general meeting of which notiee

specifying the intention to propose the text oflhc resolution as an

extraordinary resolution and the principal purpose thereof has been

du ly given: and

it has been passed by a member or members having the

(b)

right to attend and vote at the meeting holding in the aggregate not

less than seventy-five per cent in no minal value of the shares

represented and entitled to vote at the meeting and at least fi fty-

one per cent. or such other higher percentage as the memorandum

or anicles may prescribe, in nominal value ofatltheshan:s entitled

to v()(e al the meeting

Provided that, if one of the aforesaid majori ties is obtained,

but not both, another meeting shall be convened withi n th irty days

in accordance wit h the provisions for the calling of meeti ngs 10

take a fresh vote on the proposed resolution. At the second meeting

the resolut ion may be passed by a member or members having the

right to altend and vole at the meeting holding in the aggregate not

less than seventy-five per cent in nominal value of the shares

represented and entitled to vote at the meeting. However, if more

than hlllfin nominal value of all the shares having the right 10 vote

31 the meeting is rcpresclllcd at th.lt meeting, a simple majority in

nominal value of such shares so represented shall suffice.

(2) An ordinary resolution shall be passed by a member or

members ha ving the right to attend and votc holding in the aggregate

more Ihan fifty per cent in nominal value ofthc shares represented and

entitled to vote at the meeting, or such other higher percencage as the

memorandum or articles may prescribe.

(3) In the case of a private company a resolution shall be an

extraordinary resolution where-

(a) the provisions of paragraph (a) of subsection (I) of this

section are complied with; and

(b) it has been pa.~sed by a number of members having the

righltO attend and vote at any such meeting holding in the aggregate

not less than fifty-one per cent in nominal value of the shares

conferring that right or such other higher percentage as the

memorandum or anicles may prescribe.

Oapter VIII- Management and Administration

136. A company shall. unless ot herwise provided in its

memorandum or anicles. have the power to borrow money and to

hypoti'tecste Of' charge its undertaking. propeny and uncalled capital or

any part thereof including as security for its obligations. and to issue

debentures. debenture stock and other securities whether outright or as

security for its liabilities or obligations or for those of any third pany.

137. (I) Every public company shall haveat least two directors.

(2) Every private company shall have at least one director.

and where a pri vate company has one director, all references in this Act

to two or more directors shall be construed as refcrences to such one

director.

(3) The business of a company shall be managed by the

directors who may exercise all such powers of the company, including

those specified in section 136 of this Act. a.~ are not by this Act or by the

memorandum or articks of the company, required 10 be e:u:rcised by

the company in general meeling.

Anylhing done by the board of directors of a company

(4)

which exceeds the limits of their authority or by any director which is

beyond his powers, shall be binding on the company unless lhat act

exceeds the powers &fWIted 10 lhe board of dirutors or toa director, as

the case may be, by virtue of this Act.

Any limitation on the powcrs of the board of directors

(5)

or of any director of the company shall not be relied on as against third

parties independently ofwlletllerthat limitation, published or not, arises

from the memorandum or articles or from any resolution of the general

meeting or from a decision of the board of directors of the company.

Where an act oflhe company falls outside thecompany's

(6)

objects, the company shall not be bound if it proves that. when the act

was done, the third pany knew that it was outside the company's objects

or the Ihird party could not in view of the circumstances have been

unaware thereof

ProvKled that lhe publication ohhe memorandum and articles

of the company shall nQ( in itself be sufficient to prove lhat the third

party knew, or could not have been unaware, that the act was outside

the company's Objects.

I(the numberof directors ofacompanyis reduced below

(7)

two any member of lhe company may at any time after the lapse of

thiny days therefronL make an applicar.ion to the Coun for the Coun to

appoint a director or directors for the company in accon1ance with its

memorandum and Ihis without prejudice 10 the right of the continuing

director to fill any vacancy socreated in accordance wilh the provisions

of subsection (6) ofseaion 1400fthis Act wilhin the thirty days specirlCd

herein or at any time thereafter for as long as a director is not appointed

by the Coon.

(8) A person appoimed by the Coun iD accordance wilh the

provisions of subsection (7) of this .section shall hold office unti1 thc

next annual general meeting although he shall beeligible for re-election.

(9) The provisions of subsection (7) of this section shall

funhcnnore be without prejudice to the provisions of subsections ( I) to

(5) of section 140 and of sub-paragraph (ii) of paragraph (b) of subsection

(2) of $Cetion 21 4 of this Act and to the right of the company to fill any

such vacancy in general meeting.

138. (I) Every company shall have a company secretary.

(2)

No company shall

(a)

have as company secretary ilS sole director ;

(b) have as sole direc tor of the company a body

corpomte the sole director of which is company secretary to

the company.

(3) It shall be the duty ofthe directOB of a company to take

all reasonable steps to ensure that the company secretary is an individllal

who appears to them to have the requisi te knowledge and experience to

discharge the functions of company secretary.

(4) In the event that the post of company secretary becomes

vacant. the directors of the company shall. within founeen days from

the date when the post becomes vacant. appoint another individual to

fill the post.

(5) The directors of a company shall have the power to

remove the company secretary and they shall appoint anotherindividual

in his stead within founcen days from the date of his removal.

(6) Anyt hing required or authorised to be done by or to the

company secretary may. if the office is vacant or if there is for any

other reason no company secretary capable of acting. be done by or 10

any officer of the company authorised generally or specifi cally in that

behalf by the directors.

(7) A provision aut horising a thing to be done by or to a

director and the company secretary is not satisfied by its being done by

or to the same person acting both as director and as. or in place of. the

company secretary.

139. (I) A person shall not be capable of being appointed

director of a public company unless he has personally. or by his agent

authorised in wri ting. signed the memorandum indicating his consent

to act as a director or has otherwise signed and delivered to the Registmr

for registlUtion a consent in writing to ac t as such director.

(2) Without prejudicc 10 the provisions of subsection (I) of

this section. where a director is by the memorandum or articles of a

private or of a public company required to hold a specified share

qualification. he shall either sign the memorandum for a number of

shares 001 less than his qualificalion or sign and delivcr to the Registrar

for regislrlllioo an undenaking in wriling 10 lake from Ihc: company and

pay for his quaJificalion shares

Provided lhal he shall vacate his office if he fails looblain his

qualific8lion wilhin two monlhs after his appointmenl, or such shorter

lime as may be fixed by !he memorandum or anicies, or if aI any time

thereafter be ceases to hold his qualification; Md he shall be incapable

of being reappointed direclor of the company IInul he has obtained his

qualification.

For the: purposes of any provision in the memorandum

(3)

or articles of a public company requiring a director or manager 10 hold

a specified share qualification, the bearer of a shnre warrant shall not be

deemed to be the holdcr of !he shares specified in the warrant.

Unless otherwisc provided in the memorandum or

(4)

articles of a company, a director of a company other than the first

directors shall be appointed by ordinary resolution of the company in

general meeting.

Where the: holders of a panicular class of shares have

(5)

the righllO appoint one or more directors, in letmS of the memorandum

and articles of the company, such appointment shall be made by a

member or members holding in the aggregate more than fifty per cenl

in nominal vaJue of the shares represented and entilled to vote 81 the

meeting of the holders oC the shares oCthat class.

A company may remove a director before the R .... at

140. (I)

expiration of his period of office by a resolution taken at • aeneral :..,. .... ':. .....

meeling of the company and passed by a member or members having

the right to attend and vOle. holding in the aggregate more than fifty per

cent in nominal value of the shares represented and e ntitled to vote at

the meeting.

The provisions of subsection ( I ) of !his section shall

(2)

apply notwithstanding anything in the compan y's memorandum or

anicles or in any agreement between it and the director.

On mceipl oCa noticeofan intended resolution to remove

(3)

a director under this scction the company shall fonhwith send a copy

thcreofto the director conccmed and lhe director, whether or not he is a

member of the company. shall be entitled 10 be heard on the resolution

81 the meeting.

(4) A vacancy created by the removal of a director under

this section, if nO( filled at the meeting at which he is removed, may be

filled as a casual vacancy.

(S)

NO(hing in this section shall be laken as

(a) depriving a person removed he re unde r of

compensation or damages payable to him in ~pect of the

lenninalion of his appoinlmenl as director or of any other

appointment te rminalin g with the te rminalion of his

appointment as director; Of

(b) derogating from any powcr to remove a director

which may exist apart from this section .

(6) (a) Unless otherwise provided in the memorandum or

articles of a compan y. a casual vacancy may be filled by the

continuing director or directors. and without prejudice to the

aforesaid powers of the di rectors, it mlly be filled by the

company in general rrceting.

A person appoinled by the direClors 10 fill a casual

(b)

vucancy shall hold office until the next following annual

general meeting and shall be eligible for re-election. but shall

not be taken into account in determining the directors who

are to retire by rotation at that moeting.

(c) A person app:linted to fill a casual vacancy by the

company in general meeling shall be treated, for the purpose

of determining the time at which he orany other director is to

retire. as if he had become director on lhe day on which the

person in whose place he is lIpp:linied was last app:linted

direClor.

141 . ( 1) Where for iUly reason lhe represcnwion ofa company

reases 10 be vested in any person or persons. the: company shall appoint

another person or persons to exercise: such function . The appointment

shall be made by ordinary resolution tllkcn at a generaJ meeting notice

of which shall be issued within fourteen days from the date when the

vacancy occurs.

(2) The company may by ordinary reso lution replace any

person or persons vested wi th the representation of the company.

(3) Where, and for as long as, the representatio n of a

company cannot be exercised in accordance with the memorandum of

the company. any director shall re presen t the company in j udicial

proceedings against il.

142. (1) A person shall not be qualified for appointment or to D"1'''H1COI'''' ('"

f a company or company secretary , ' f~

di ........ ", · · · , 'l

holdo ffi ,ceasd,rectoro

.

-

,

(a) he is interdicted or incapacitated or is an undischarged

bankruPI

(b) he has been convicled of any of the crimes affecting

public trust or of theft or of fraud or of koowingly receiving property

obtained by theft or fraud

(c)

he is a minor; or

(d) he is subject to a disqualification order under section

320 of this Act,

(2) Notwithstanding the provisions of this ACI or of the

memorandum and articles of a company relating to the formalities of

the appointment of a director or other officer and 10 his qualification,

any irregularity concerning the appoinlment of a director or other officer

of a company raised after the completion of the publication of his

appointment shall not be relied upon by the company as against third

parties unless the company proves that such panies were aware of the

irregularity at the relevant time,

(3) Third parties who were not aware of the irregularities

referred to in subsection (2) of this section at the relevant lime may rely

on that irregularity as against the company.

143. (I) A directorofacompany may oot,in compelilion with !lit .. "",,", 6 ..

the company and without the approval oflhe same company given at a

general meeting, clliT)' on business on his own account or on account of

others; nor may he be a panilCr with unlimited liability in another

partnership or a director of a company which is in competition with

that company.

(2) Where a director acts in violation of the prohibition

contained in this section, the company may, at its option, either take

action for damages and interest against him or demand payment of any

profits made by him in contravention of this seclion.

(3) The provisions of this section shall be without prejudice

to any other remedy which a company may have against a director for

breach of duty.

144. (I) It shall not be lawful for a company-

(a) to make a loan to any person who is ilS director or a

director of its parent company, or 10 enter inlo any guarantee or

provide an y security in COllnec1ion with a loan made 10 such a

person as aforesaid by an y other person

Provided lhat nothing in this paragraph shall apply either -

(i) to anything done. with the approval ofthecompaoy

given at a general meeting. to provide any such person as

aforesaid with funds to meet expenditure incurred or to be

incurred by him for the purposes of the company or for the

purpose of e nabling him properly to perfonn his duties as an

officer of the company: or

in the case of a company whose ordinary business

(il)

includes the lending of money or the giving of g uarantees in

connection with loans made by other persons. to anything

done by the company in the ordinary course of that business;

(b) to make to any director of the company any payment by

way of compensation for loss of office. or as consideration for or

in connection with his retirement from office. without particulars

with n:spect to the proposed payment. including the amount thereof.

being disclosed to members of the company and the proposal being

approved by the company in general meeting.

For the purposes of this section. the expression "director"

(2)

shall include an y person in accordance with whose di rectives or

instructions the directors of a compan y are accustomed to act.

( I) It shall be the duty of a director of a company who is

145. in any way. whether di rectly or indirectly. interested in a controct or

proposed contract wi th the company to declare the nature of his inten:st

to the other directors either at the meeting of the directors at which the

question of entering into the contmct is first taken into consideration.

or. if the director was not at the date of that meeting interested in the

contract or proposed contract. at the next mee ting of the di rectors held

after he became so interested.

An y director who fails to comply with the provisions of

(2)

this section shal l be liable to a penalty.

146. (I) Every company shall send to the Regist rar for

registrotion a return of an y change among its di rectors. or compan y

secretary or in the represe ntation of the compan y. specifying the date

ofthechange. together with the name: and residence of an y new director

o r company secre tary. within fo uneen days from the happening

thereof

Provided thal the Registrar may, hefon:: n::gistering the n::turn,

take such steps and requin:: such information as be may deem necessary

to asce rtain the correctness of the return and to detennine whether lhe

provisions of this Act have been complied with.

(2) If default is made in compl ying with the provisions of

subsection ( 1) of this section, every officer of the compnny who is in

default shall be liable to a penalty. and. for every day during which the

default continues, to a further penalty.

147. (I ) The personal liability of the WR";f;{ors in damages for ....... _

any breach of duty shall be joint and several

Provided that where a panicular duty has been entrusted to

one or more of the directors, only such director or direc tors shall be

liable in damages.

A direclor shall nO( be liable for the acts of his co·

(2)

directors if he proves either -

(a) that be did not know of the breach of duty before or at

tbe time of its occurrence and that on becoming aware of it after

its occurrence he signified forth with to the co-direclors his dissent

in writing; or

thai, knOwing that the co-directors intended 10 cOnmUl

(b)

a breach of duty, he took all reasonable steps to prevenl it.

An y provision, whethercontained inthememorandum ~ ...

148. ( I)

. I es 0 r a company orm

. any contract W .'"

. •

orartlC

a companyorothe rwlse

I

for exempting any officer of the company or any person engaged by the

company as auditor from, or indemnifying him against, any liability

which by virtue of any rule of law would in the absence thereof have

been attached 10 him in respect of negligence, default or breac h of duty

or otherwise of which he may be guilty in relation to the company shall

be void

Provided that a company may, in pursuance of any such

provision as aforesaid, indemnify any such officer or auditor against

any liability incurred by him in defending any proceedings in which

judgment is given in his favour or in which he is acquined.

(2) Nothing in this section shall be construed as preventing

or restricting acompany from purchasing and maintaining for any of its

officers insurance agai nst any such liability as is referred to in subsection

(I) of this section; or as preventing or rest ricting any officer or auditor

o r a company rrom pellODally purchasing and maintaining any such

insurance.

149. ( I) Every company shall cause minutes or all proceedings

or ge neral meetings and all proceedings at meetings or ilS directors to

be entered in books kept ror that purpose.

Any such minute, ir purporting to be signed by the

(2)

ch3irman or the meeting at which the proceedings were held, or by the

chaimun or the next succeeding meeting, shall be evidence of the

proceedings.

The books containing the minutes of ptocecdingsor any

(3)

geneml meeting of a company shall be kept at the registered office: of

the company, or at such olher place as may be specified in the

memorandum or articles. and shall. during business hours, subject to

such reasonable restrictions as the company may by ilS articles or in

genernl meeting impose, be open to the inspection of any member of

the company without charge.

(4) If a company fails to comply with the rtCluiremenlS of

subsections ( I ) or (3) of this section. every office:r of the company who

is in derault shall be liable to a penalty.

150. Anything required to be done by a company under any

provision of this Act shall be deemed to be required to be done by the

office:rs of the company.

Chapttr IX - Auditon

15 1 .. (I) A compan y shall, at each genernl meeting at which

the annual accounts are laid, 3ppoinl an auditororauditOfS 10 hold office

from the conclusion of that meeting until the conclusion of the next

genernl meeting at which such account5 are laid. The compan y may

appoint joint audi tors and rderences in this Act to auditor or auditors

shall be deemed to include references to single or joint auditors as the

case 013Y be.

(2) The first auditors of the company may be appointed by

the directors at an y time before the first general meeting of the company

at which the :lnnual :lccounts arc laid, and the audi tors so appointed

shall hold offi ce until the conclu~ ion of that meeting.

If the directors fail to exercise their powers unde r

(3 )

subsection (2) of this section. the powers may be exercised by the

compan y in general meeting.

(4)

If 00 auditors are appointed orre.appointed as req uired

by the fo~going subsections of this section, the Court on an application

made by an y of the directors or by an y member of the company or by

the Registrar may appoint a person to fill the vacancy.

In the case specified in subsection (4) of this seclion.

(S)

the compan y shall within two weeks ofthc gtneral meeting at which an

audilor or audilors should have been appointed by virtue of subsection

( I) oflhis section, give notice 10 Ihe Regislrllrthat his power to apply 10

!he Court has be<:ome e1lercisable.

(6) If a company fail s to gi ve the notice required by

subsection (S ) of lhis sectioo, every offi cer of the company who is in

default shall be liable 10 a pen!1hy, and, for every day during which lhe

defauil continues. to a further penal ty.

152. (1) 1be directors shall at an y time before the general

meeting of the company at which the annual accounts are laid fill a

casual vacancy in the office of auditor

Provided that the company in general meeting may fill such a

casual vacancy itself.

(2) While s uch a vacancy conti nues, an y surviving or

continuing auditor or auditors may conti nue to act.

(3) Where it is proposed -

(a) to appoinl an auditor to fill a casual vacancy in the office

of auditor by resolution of the general meeting: or

(b) to re-appoint by resolution of the general mecting a

retiring audi tor who was appointed by the direclors to fill a casual

vacancy. as auditor. or to appoint a new auditor instead of that

auditor,

notice specifying the tenns of the proposed resolution shnll be given

forthwilh to the person proposed 10 be appointed and, if the casual

vacancy was caused by the resignation of an auditor, to the auditor who

resigned.

(4) Any di rector who fai ls to compl y with the provisions of

subsection ( I) of this section shall be liable to the same penalty as that

provided for in subsection (6) of section 151 of this Act.

153. A person shall be disqualified from appoinnT1ent ti auditor

or from holding the office of audilor of a company if -

(a) in lhe case of an individual. he has at any time during

the previous three years been -

(i) an officer or employee of the: company : or

(ii) a partner, employer or employee of an officer of

lhe company; or

a partner or employee of an employee of the

(iii)

company: or

(iv) related by consanguinity or affinity in the direct

line. or. up to the third degree, in the collateml line. to any

officer of the company;

(b) in the case of a partnership. any of the partners thereof

is an individual who falls within parograph (a) of this section or

the partnership itself falls within the said paragraph <a)

Provided tbalthe third degree referred 10 in subparagraph (iv)

of paro:graph (a) of lhis sectioo shall be reduced 10 the second dcgtec

by consanguinity in lhe case of a panncrship if the partner 10 whom lhe

relatiooship relal(S is lotaIly excluded from the audil concerned.

154. ( I) The auditors of acompany shall havea righl of access

aI all limes 10 the company's accou nling record!;. acrounlS and vouchers.

and shall be entitled 10 requi re from Ihe company's officers such

information and explanalions ti they think necessary for the performance

of their duties as auditors.

(2) An offi cer of a company who knowingl y or recklessly

makes to the company 's auditors a sllltement. whether wri tten or oral.

which -

(a) conveys or purpons 10 convey any information or

eJ{planalions which the audilors require. or ~ entitled 10 require.

as auditors of the company; and

(b) is misleading. fal sc or deceptive in a material particular;

shall be guil ty of an offence and liable on conviction to a fine (mulla) of

nOC more than two thousand liri or 10 imprisonment for a (enn noc

exceeding si. months or 10 boch such fine and imprisonment.

(3) A subsidiary undenaking which is registered in Malta.

and lhe auditors of such an undenaking. shall give to the auditor.; of

any parent company of the subsidiary undertaking such infonnalion

and explanations as they may reasonably require for lhe purposes of

their dulies as auditors of that company. If a subsidiary undenaking

fail s to comply with the provisions of this subsection, every officer

thereof who is in default shall be liable 10 a penalty; and if an auditor

fails withoul reasonable cause to comply with this subsection he shall

be liable to a penalty.

(4) A parent company having a subsidiary undenaking

which is not registered in Malta shall, if required by its auditors 10 do

so, take all such steps as are reaso nably open to it to obtain from the

subsidiary undertaking such informalion and eJlplanalions as they may

reaso nably require for the purposes of their duties as auditors of that

company. If a parent company fai ls to comply with the provisions of

this subsection, every orticcr of die company who is in default shall be

liable to a penalty.

155. A company's aLldilOrs shall be entitled -

(a) to receive all notices of. and other commLlnicalions

relating 10. My general meeting which a member of the company

is entitled 10 receive;

(b)

to atlcnd any general meeting of the company; and

(c) to be heard at any general meeling which they attend on

any pan of the bLisiness of the meeting which concerns the m as

auditors.

156, (I) The remuneration of auditors appointed by the

company in general meeting shall be fixed by the company in general

meeting or in such manner as the company in general meeting may

determi ne. The remuneration of auditors appointed by the directors or

the Coon shall be fixed by the directors or the Coun as lhe case may be.

(2) 1bere shall be slated in the notes to the accounts the

amount oflhe remuneration oflhe company's auditors in their capacity

as sueh; and where consolidated accounts are prepared, the notes to the

consolidated accounts shall state the IOlal remuneration paid 10 the

auditors of the ptm:nt company in respect of all undenakings included

in the consolidarion, and also the total remuneration paid to all other

auditors in respect of such L1ndenakings.

(3) Fortile purposesoflhis section ··remuner.uion·' includes

sums paid in respect of expenses.

(4) The provisions of this section shall apply in relation 10

benefits in kind as to payments in cash, and in relalion to any such

benefit references to its amount are to its estimated money value. The

nature of any ~uch benefit shall also be disclosed.

The Minister may make provision by regulation for

(5)

securing the disclosure ofme amount of any remunenuion received or

receivable by a company's auditonl or their associates in respect of

services other than those of auditOIS in their rnpacity as such. and, in

panicular. the regulations may-

(a) defi ne Massociate" in relation to an auditor;

(b) require the disclosure of remuneration in respect of

services rendered to associated undertakings ofthe company; and

(c) define "associnted undertaking" for that purpose.

157. (I) Notwith standing anything in a company's

memorandum or articles or in any other agreement, the company may

al any lime remove an audilor from office in the same manner as that

specified in subsection (1) of section 140 of this Act.

(2) Where a resolution removing an auditor is passed at a

general meeting of a compan y, the company shall within fourteen days

give notice thereof to the Registrar for registration. If a company fai ls

to give the notice required by this subsection, every officer of the

company who is in default shall be liable to a penalty, and, for every

day during which the default continues, to a further penalty.

(3) Nothing in this section shall be taken as depriving a

penlon removed under its provisions of compen.~ation for damages

payable to him in respect ohhe temunation of his appointment as auditor

or of any appointment terminating with that of auditor.

(4) An auditor of a company who has been removed shall

have, I\Olwithstanding his removal. !he rights conferred by section 155

in relation to any genernl meeting of the company -

(a) at which his term of office would otherwise have expired;

(b) at which it is proposed to fill the vacancy caused by his

removal.

In such a case the refere nces in that section to matlers

concerning the auditor as auditor shall be construed as references to

rnalte~ concerning him as a former auditor.

ISS. ( I) Notice specifying the text of and reasons for a proposed .......

resolution of a genern.l meeting of 0. company whereby il is intended _ ............. od.

10 -

<a) remove an audilor befcn the expinwion of his term of

office; or

appoint as audimra pefSO(l Olherlhan a retiring auditor

(b)

shall be sent forthwith by the comp.'Uly 10 the pel$Oll proposed to be

removed, to the person proposed to be appointed and to the retiring

auditor, as the case may be.

(2) The auditor proposed to be removed or. as the case may

be. the retiring audi tor may make wi th respect to the intended resolution

representations in writing to the company nOl exceeding a reasonable

length and requesltheir nOtification to mcmbe~ of the company.

(3) The company shall . unless the representations are

received by il tOO late for it to do 50 -

(a) in any notice of the resolution given to membe~ of the

company. state the fact of the representations having been made;

~d

(b) send a copy of the representations to every member of

the company to whom notice of the meeting is or has been sent.

(4) If a copy of any such representations is not sent out as

required because it was received too hlle or because of the company's

defaul t. the auditor may. without pn;judice to his right to be heard ornlly.

require that the representations be read out III the meeting.

159. (I ) An auditor of a company may resign his office by ~''':::,:;':;'

depositi ng a notice in writing 10 that effect at the company's registered

office and he shall SO resign if he ceases to be qualified as an auditor or

if he fails to satisfy the conditions of qualification provided in sectjon

153 of this Act. The nolicc shall nOl be effective unless it is accompanied

by the statement required by section 161 of this Act.

(2) An effective notice of resignation shall operute to bring

the auditor's term of office to an end a.~ of the dnte on which the notice

is deposited or on such Inler date as may be specified in it.

(3) The company shal l wi thin fourteen days of the deposit

of a noti ce of res ign:u ion send a copy of the notice to the Rcgistnlr for

registration. If default is made in complying with this subsection, every

officcr of the eompany who is in ddault shall be liable 10 a penalty,

and. for every day d uring which the defa ult continues, 10 a further

penalty.

The provisions of this section shall apply where an

160. ( I)

auditor 's notice of resignation is accompanied by a statement of

circumstances which he co nsiders should be bro ught 10 the attention of

members or creditors or lhe company.

The res ignin g auditor may deposit with the notice a

(2)

signed requisition calling o n the directors of the company forthwith

duly 10 co nvene an extraordinary general meeting of the compan y for

the purpose of receiving and ro nsidering suc h clIpillnalion o f the

circumstances connected with his resignation as he may wish 10 place

before the meeting.

(3) The resigning auditor may request lhe company 10

cireulate 10 its me mbers -

(a)

before the meeting convened on his requisition: or

before an y general meeting al which his term of office

(b)

would O(herwise have expired or at which it is proposed 10 filllhe

vacancy caused by his resignation;

a state ment in wriling of Ihe ci rcumstances connected wilh hi s

resignation as referred to in subsection ( I) ofmis seclion.

The company shall. unless the slatement is received too

(4)

late for il to comply-

in any notice of the meeting given to members of lhe

(a)

compan y. state the facl of the statement having been made; and

send a copy of lhe statement 10 every me mber of the

(b)

company to whom notice of the meeting is or has been sent.

If the d irecto~ do nOl within twent y-one days fro m the

(5)

date of the deposit of a requisition under this section proceed duly to

convene a meeling for a day not more than twenly-cight days after the

date on which the notice convening the meeting is given. every director

who failed to take all reasonable steps 10 secure that a meeting was

convened as mentioned in subsection (2) of this section shall be liable

10 a penallY.

If a copy of the slJuemenl is DOt sent OUt as required

(6)

because il was received too late Of because of the company's default,

the audi tor may, without prejudice 10 his right 10 be heard orally. require

that the statement be ~ out at the meeting.

(7) An auditor who has resigned Iw. lIOIwithS(anding his

R:Sign8Iion. the rights conferred by section 1.5.5 of this Act in relation to

any such general meeting ofthecompany as is mentioDCd in paragraphs

(a) or (b) of subsection (3) of this section. and, in such a ease. the

references in that section 10 matters concerning the auditor as auditor

shall be conslrUed as references to matters conceming him as a fOllller

auditor.

(1) Wherean auditorceases (oranyrtasOllloholdofficc. 5<,

16 1.

:11>=.

he shall deposit at the company's registcred offi ce a sUlfemc nt of any

circumstances connected with his ceasing 10 hold office which he

considers should be bro ught to the auenlion oflhl: members or crcditors

of the company or, if he considers that there are no such circumslaIlces.

a statement that there an:: none.

(2) In the ease of resignation. the statement shall be

deposited alo ng with the notice of resignation; in the case of failure to

seek re-appoinuncnl. the stalcment shall be deposited not less than

founeen days before the general meeting nt which audi tors an: to be

reappoi nted; in anyOther ease. lhe suuement shall bedeposited nOl: hater

lhan the cnd of the period of founeen days beginning with the date on

which the audi tor ceases 10 hold office.

(3)

Where the statement is of circumstances which the

auditor requests to be brought 10 the attention of the members or credilOl1l

of the company. the company shall within founeen days of the deposi t

of the statement either -

(a) send a copy of it 10 every person who under section 180

of this Act is entitled 10 be senl copies of the IlfInual acoounts; or

(b) submit an application to the Coon foran order that there

are grounds of sufficient gravity 10 warrnnt thaI the statement should

not be circulated.

(4) Where theoompany submits an application 10 the Coun.

the Coon shaH notify the auditor of the application and shall hear boI:h

panics before making a decision on the company's appliclUion.

(5) Unless the auditor receives nOl:ice of such an application

before the cnd of the period of twenty -one days beginning with the day

on which he deposilcd lhe statcment. he shall wi thin a further sevcn

days send a copy of the statcment to the Registrar.

If the Court is satisficd that the auditor is using the

(6)

statcmentto secure needlcss publicity for dcfamatory matter -

(a) it shall direct that copies of lhe statement need not be

sent out; and

(b) it may furthcr ordcr thc company', costs on the

application to be paid in whole o r in pan by the auditor,

notwithstanding that he is IlOl a pany to the application

and the company shall within fourtce n days oflhc Coun's decision send

tothe persons mentioned in paragraph (a)of subsection (3) of this section

a st:llemenl setting out the effect of the ordcr.

If the Court is not so satisfied, the compan y shall within

(7)

founeen days ofthc Court's decision-

(a) send copaes of the statement to the persons mentioned

in paragraph Ca) of subsection (3) of this section; and

(b) notify the auditor of (he Court's decision,

and the audilOr shall within seven days of receiving such nOlice send a

copy of the stalemenlto the Registrar.

162. ( I) If a person ceasing to hold office as audilor fails without

161. j ust cause 10 comply with the provisions of section 161 of this Act he

shall be liable 10 11 penalty.

In proceedings for a default under subsection (I) of lhis

(2)

section il shall be. defence forthe peBOD againsl whom action is takcn

IOshow that he look all reason:lble steps and cxercised all due diligence

10 avoid thal default .

If a company makes default in complying with the

(3)

provisions of section 161 oflhis Act, cvcry officer of the company who

is in default shall be liable 10 a penalty, and, for every day during whic h

lhe default contin ues, 10 a further penalty.

Chapler X - Accounts,Audit and Annual k tlurn

163. ( I ) In lieu of the requirements of sections 1310 18 of the

~ Si''' • . Commercial Code a company shall berequired 10 keep pioper •• ''Iloting

records with respeCl IO-

(a) all sums of money received and expended by the

company and the mallers in respect of which the receipt and

expenditure takes place:;

the assets and liabilities ofthe company;

(b)

(c)

if the company'S business involves dealing in goods

statements of stocks held by the company at the

(i)

end of each accounting period ofllle company;

(u) all SlIlIemenlS of stock takings from which any such

statement of stocks as is mentioned in sub-parngraph (i) of

this paragraph has been or is to be prepared; and

(iii) except in the case of goods sold by way of ordinary

retail trade. statemenlS of all goods sold and purchased.

showing lhc goods and the buyers and sellers in sufficient

detail to enable all these 10 be identified,

(2) For the purposes of subsection ( I) of this section. proper

accounting records shaU be deemed to have been kepi with respect to

the matters aforesaid if such records are sufficien t to show and explain

lhe company's transactions nod are such as to -

(a) disclose with reasonable accuracy, at any time, the

financial position of the company at lhat time: and

(b) enable the directors to ensure that any balance sheet and

profi t and loss account prepared under this Chapler complies wilh

the requirements of this Act.

(3) The accounting records shall be kepi at the registered

office of the compan y Of at such other place as the directors thi nk fit ,

and shall be at all times open 10 inspection by the officers of the company

Provided that if accounting records are kepi at a ploce outside

Malta there shall be sent to, and kept at a place in Malta and at aU times

be open to the inspection of the officers of the company such accounts

and returns with respect to the business dealt with in the accounting

records so kepi as will disclose wi th reasonable accuracy the financial

position of that business at intervals not exceeding six months and will

enabk to be prepared, in accordance with this Act. the company's balance

sheet and its profit and loss account.

(4) A parent company which has a subsidiary undertaking.

in relation to which the above requirements do not apply, shall take

reasonable steps 10 secure that the subsidiary undertaking keeps such

accounting records as 10 enable the directm of the parent company 10

ensure that any balance sheet and profit and loss account prepared

complies with the requirements of this Act.

(5) Notwithstanding the provisions of section 26 of the

Commercial Code, the accounting records of the company shall be kepi

for a period of ten years

Provided that where the accounting records are kept in a bound

or unified form . the ten years shall commence 10 run from the date of

the last entry made therein.

(6) If a company fail s to comply with an y provision of

subsections (I ) IQ (4) of this section. every offi cer ofllle company who

is in default shall be guilty of an offence and liable on conviction to a

fine (mu/ta) of not more than five thousand liri, unless he shows that he

acted diligentl y and that, in the circumstances in which the company's

business was carried on, the default was eJlcusable.

(7) If a company fails 10 compl y wilh lhe provisions of

subsection (5) of this section, every officer of the company who is in

default shall be liable to a penalty.

164. <I) A company's BCCOUnling periods are delermined by

reference 10 ils accounling refe rence date .

(2) A company m.1y give notice in the prescribed form 10

d~ Registrar specifying adate in the calendar year as being its accounting

reference date

Provided thar no such lIOlice shall have effect unless it is given

before the end of nine months beginning with the date of the company's

registralion: and. failing such notice. the compan y's accounting reference

date shall be the thirty·first of December.

(3) A company's fi rst accounting reference period shall be

such period ending wi th its acco unting reference date as begins on the

date of ils registration and is a period of not less than six months and

not more than eighteen months: and each successive period of twelve

month.~ beginning after the end orthe fi rst accounting reference period

and ending with the accounting reference date shall also be an accounting

reference period of the company.

(4) A company 'S fi rst accounting period shall commence

on the first da y of ifS fi rst accounting reference period and shall end on

a dare nOl more than seven days before or afler the end ofthal: accounting

reference period as the directors may detennine. Subsequent accounting

periods shalt commence on the day immediately followi ng the

company's previous accounting period and shall end on a date not more

than seven days before or afier the end of the next accounting reference

period as the directors may detennine.

(5) The directors of a parent company shall secure that.

excepc where there are good reasons against it, the accounting period of

each of ils subsidiary unde nakings shall coincide with the parent

company's own accounting period.

165. (I) At any time during a period which is an accoun ting ~.~t=·~.

reference period of a company by vinue of section 164 or 166 of this ::t. .~.

Act the company may sive notice in the prescribed form to the Registrar

specifying a date in the calendar year ("the new accol1llting reference

date") on which that accounting reference period (~the current

accounting reference period") and each subsequent accounting rderence

period of the company is to be treated as coming to an end or, as the

case may require, as having come 10 an eM.

(2) At I ny time after the end of I period which was an

arxooJ nting reference period of a company by vinue of section 164 or

166 of this Act the company may give notice in the prescribed ronn to

the RegWr.irspecifying a date in the calendar year ("the new accounting

reference dale') on which tIw accounting reference period ('"the previous

accounting reference period") and each subsequent accounting reference

period of the company is to be treated as coming or, as the case may

require, as havi ng come to an end.

(3)

A notice under subsection (2) of this section, shall,

however -

(a) have no effect unless the compan y is a subsidiary

undenaking or parent company of anothe r company and the new

accounting reference date coi ncides with the accounting reference

date of that other company; and

(b) have no efTed if the period allowed under section ISO

of this Act fOf delivery of the annual accounts in relation to the

previous accounting period to be laid before the company in genernI

mt(:ling has aJn:ady expired at the lime when the notice is given.

(4) A notice under this section shall Slate whether the CUITent

or previous accoUnlinl reference period of the company-

(a> is 10 be trealed as shonened. so as to come 10 an end or.

as the case may ~uire, be treated as having come to an end on the

new accounting reference date on the first occasion on which that

dale falls or fell after the beginning of that accounling reference

period; or

is to be treated lIS extended. so as 10 come 10 an end or,

(b)

as the case may require. be ~ated as having come to an end on the

new accounting reference date 00 the second occasion on which

that date falls or fell after the beginning of tha! accounting reference

period.

A flotiee which states that the current or previous

( S)

acco unting reference period is to be e"tended shall have no effect if the

current or previous accounting reference period. as extended in

accordance with the notice. would c)[ceed eighteen months.

(6) Subject (0 ooy direction give n by the Registrar under

subsection (7) of this 5(."C1.ion. a notice which states Ihllt the current or

previous accounting reference period is 10 be c ltlended shall have no

effect unless -

(a) 00 earlier accounting reference period of the company

has been extended by virtue of a previous notice given by the

company under this section; or

(b) the notice is given nOliess than five years after the date

on which any earlier accoun ting reference period of the company

which was so extended came: to an end; or

(c) the company is a subsidiary undertaking or parent

company of anothe r undertaking and the new accounting reference

date coincides with the accounting reference date of that other

undertaking.

The Regi strar may, if he thi nks fit, direct that the

(7 )

provisions of subsection (6) of this section shall not apply to a notice

already given by a company under this section or. as the case may bc. in

re lation to a notice which may be so given.

166. ( I) Where a co mpany has given notice with effect in

accordance with section 165 of this Act and that notice has not been

superseded by a suhscquent notice by the company which has such

effect, the ne w date specified in the notice shall be the company's

accounting reference date in substitution fo r thm which. by virtue of

section 165 of this Act or this section. was its accounting reference date

at the time when the notice was given.

(2) Where by vinueof a no tice as is referred to in subsection

(\) of this section onc date is s ubstilutcd for another as the accounting

reference date of a com pan y -

the current or previous accounting reference period,

(a)

shortened or extended. as the case may be. in accordance with the

notice; and

(b) each successive period of twelve months beginning after

the end of that accounting reference period. as so shortened or

eJ:te Dded, and ending w ith the new accounting reference date ,

shall be treated as having been an accounting reference period of the

company, instead of any period which would have been an accounting

reference period of the company if the notice had not been given.

(3) The provisions of section 165 of Ihis Act and the

provisions of this section shall oot affect any accounting reference period

of the com pany which -

in the case of a notice under subsection ( I) of section

(a)

165 of this Act is earlier than the cwrent accounting reference

period; or

Cb) in the case of a notice under subsection (2) of section

165 of this Act is earlier LIIan LIIe previous accounting reference

period.

167. (1) Thedircctorsofeverycompan yshallprepareforeach O<....J~.

:':"'i:::::"

accounting period individual accounts comprising the balance sheet as

at the last day of the accounting period to which they refer, the profit N., ' .. ,

and loss account for that period, the notes to the accounts and any other

financial statements which may be required by generally accepted

accounting principles and practice. These documents shall constitute a

composite whole.

(2) The individual accounts shall he drawn up clearly and

in accordance with the provisionsof thisAci and with generally accepted

accounting principles and practice.

(3) The individual accounts shall give a true and fair view

of the company's assets, liabilities, financia l position and profit or loss

and shall comply with the requirements of the Third Schedule to this

Act as to the form and content of the balance sheet and profit and loss

account and as to additional information to be provided by way of notes

to the accounts.

(4)

Where the application of the provisions of this Act would

flO( be sufficient 10 give a true and fair view within the meaning of

subsection (3) or this section, additionnl inform:uion shall be given.

(5) Where in exccptional cases the application of a provision

ormis ACI is incompatible wi th the obligation laid down in subsection

(3) arthis section, that provision shall be departed from in order 10 give

a true and fair view wilhin [he meaning ofthc: said subsection (3). Any

such depanure shaU be disclosed in the n()(es to the nccounts together

wilh an explanation of the reasons for il and a statement of its effect on

the assets, liabilities, financial position and profit or loss.

168. (I) N()(withstllnding the provisions of subsection (3) of

seclion 167 and of subsection (6) of section 17 1 of Ihis Act, banks

governed by the Bunking Act, 1994, financial institutions governed by

the Financiallnslilutions Act, 1994. and insurance companies governed

by the Insurance Business Act need not apply the provisions o f the

Third and Fourth Schedules to this Act.

(2) Ban ks and financial inst itutions shall follow the

directives issued by the relevant competent authority under the Banking

Act. 1994 and the Financial Institutions Act. 1994. respectively. in

relation to the fonn and content of their annual accounts or if no such

directives have been issued they shall follow any guidelines issued by

such competent authority in this regard.

(3) Insurance companies shall follow the directives issued

by the competent authority under the Insurance Business Act in respect

of the form and content of their annual accounts or if no such di~ives

have been issued they shall fo llow any guidelines iss ued by such

competent authority in this regard.

(4) Special provisions may be prescribed by the Minister

by notice in the Gazelle fOrlhe annual accounts of investment companies

with fixed share capital and of financial holding companies in lieu of

the provisions of the Third and Founh Schedules to this Act

169, (1) NO(withstanding the provisions of subsection (3) of

section 167 of this Act in so far as they relate to the application of the

Third Schedule to this Act for the individual accoun ts of companies. an

investment company with variable s hare capital shall prepare its

individual accounts in accordance with the format SCI OUI in the Fifth

Schedule to this Act.

(2) The directors' report of an investment company with

variable share capital shall provide information su fficient to enable

investors to make an infonncd j udgment 00 the development of the

company's activities and its financial performance.

(3) In all other respects, the annual accounts and directOf'S'

report of an investment company with variable share capital shall be

prepared in accordance with the provisions applicable to companies

generaUy to the elltent that they are not inconsistent with the provisions

of the preceding subsections of this section and the Fifth Schedule to

this Act.

170. (I) If althe end of an accounting period a company is a Duly lO prep ...

parent company the directors shall, as well as preparing the individual - -

accounts for that company, also prepare consolidated accounts.

(2) A parent company and all of its subsidiary undertakings

shall be undertakings to he consolidated regard less of where the

registered offices or principal offices of such subsidiary undertakings

are situated.

(3) A subsidiary undenaking may be ellcluded from

consolidation if its indusion is not material for the purpose of giving a

true and fair view; but two or more subsidiary undertakings may be

ellduded only if their inclusion is nO( mruerial when taken together.

(4) A s ubsidiary undenaking may be ellcluded from

consolidation where-

(a) severe long-term restrictions substantially hinder the

ellercise of the rights of the parent company over the assets Of

management of that undertaking; or

(b) the interest of the parent company is held elldusively

with a view to subsequent resale and the undertaking has not

previously been included in consolidrued accounts prepared by

the parent company.

The reference in paragraph (a) to the rights of the parent

company and the reference in paragraph (b) to the interest of the parent

company are. respectively, to rights and interests held by or attributed

to the company for the purposes of subsection (2) of section 2 of this

Act in the absence of which it would not be the parent company.

(5) Where the activities of one or more s ubsidiary

undertakings are so different from those of other undertakings to be

included in the consolidation Ihat their inclusion would be incompatible

with the obligation to give a true and fair view, those undertakings shall

be ellduded from consolidation. This subsection shall not apply I'l'I(rely

because some of the undertakings are industrial. some commercial and

some provide services, or because !hey cany on industrial orcommercial

activities involving different products or because !hey provide differcnt

services.

(6) Wherc all the s ubsidilU'Y undertakings of a parent

company fall within !he above exclusions, no consolidated acco unts

shall be required.

(7) Where the undertaking excluded from the consolidation

pursuant to subsection (5) of this section is an undertaking not established

in Malta its individual accounts shall be auached 10 lhe consolidated

accounts of the parent company translated inlo Englishor Maltese, where

the original is not in one of these languages.

(8) The requirements specified in subsection (7) of this

section shall be subjcct to the foll owing Qualifications -

(a) an undertaking is not required to prepare for!he purposes

of this section accounlS which would not otherwise be prepared.

and if no accounts satisfying the said requirements are prepared.

none need be attached

(b) a document need not be appended if it would not

otherwise be required 10 be published. or made available for public

inspection. anywhere in the world. but in that case Ihe reason for

nOI attaching it shall be stated in the notes to the accounts of the

company.

171. (I) Consolidated accounts shall comprise the consolidated

balance sheet as al the last da y of the accoun ting period 10 which these

refer. the consolidated profit and loss account for that period, the notes

to lhe consolidaled accounts and an y other financial statements which

ma y be required by generall y accepted accounting principles and

practice. These documents shall constilUte a composite whole.

(2) The consolidated accounts shall be drawn up clearly and

in accordance with the provisions of this Act and wilh generaUy accepted

accounting principles and practice.

(3) Consolidated acco unts shall give a true and fair view

of the assets. liabilities. finan cial position and profit or loss of the

undertakings included therein taken as a whole.

(4) Where the application ofttlc provisions ofthisAcl would

nOI be sufficient to give a true and fair view within the meaning of

subsection (3) of this section. additional infonnation shall be given.

(5) Where in exceptional cases lhe application ora provision

of this Act is incompatible with the: obligation laid down in subsection

(3) of lhis section thar provision shall be: departed from in order 10 give

a true: and fair view within the: meaning of the said subsection (3). Any

such departure shall be: disclosed in the notes totheconsolidlllCd accou nts

together with an explanation of the reasons for it and a statement of its

effect on the assets, liabilities, financial position and profit and loss.

(6) Consolidated accoun ts shal l compl y with the provisions

of the Fourth Schedule to this Act as to the foml and content of the

consolidated Dalance sheet and consolidated profit and loss acco unt and

as 10 additional infonnation to be: provided by way of notes to the

consolidated accounts.

172. (I ) A parent company which is a financia l holding ... , ';"'_"1

company shall be exempt from the requirement to prepare consolidated

accounts if it meets the following conditions-

(a) it has not intervened during the accounting period.

di,rc:ctly or indirectl y. in the managemen t of a subsidiary

undertaking;

it has not exercised the voting rights attaching to its

(b)

participating interest in respect of the appointment of a mtmber of

the board of directors of the subsidiary undertaking during the

accounting period and the five preceding accounting periods: or.

where the exercise of voting rights was necessary forth!: operation

of the board of directors of the subsidiary undertaking, such voting

rights were exercised without an y interference or influence on the

part of the parent company or of any of its subsidiary undertakings.

and

no member with majority voting rights in that

(i)

parent company; or

no membc:r ofthe board of directors of that parent

(ii)

company; or

(Hi) no me mber of the board of directors of a member

with majorit y voting righlS in thal parent company.

is a member of the board of directors of the subsidiary undertaking;

(c) it has made loans only to undertakings in which it holds

participating inlerests provided that where such loans ha ve been

made 10 otherpanies, they shall have been repaid by the end of the

previous accounting period; and

(d) the exe mption has been grallled by the Registrar after

he h3s verified that the conditions set out in this subsection have

bee n fulfilled.

(2) A financial holding company which is exempted from

the requirement 10 prepare co nsolidated accounts pursuant 10 the

provisions of subsection ( I ) of this section. shall also beexcmptcd from

the requ irement to provide the information laid out in paragraph 32 of

the Third Schedul e 10 this Act in the case of a holding other than a

majority hold ing

Provided that the exemption from the requirement to provide

the informat ion laid OLlI in paragraph 32 of the Third Schedule to this

Act shall also extend 10 majority holdings where in the opinion of the

directors the disclosures required thereby are such that lhey would be

se riously prej udicial to the co mpany. to its members or to onc of its

subsidiaries. When any infommlion isomilled following the applicati on

of the provisions o f this proviso, such omission shall be disclosed in the

notes to the accounts.

(3) For the purposcs of this section, the tenn "board of

di rectors" includes the management or administrati ve organ of an

undertnking. by whatever name called, formed in Malta or elsewhere.

nol bdng a company fonned and registered in Malta.

173, (I ) A parent compan y s hall be exempt fro m the

requirements to prepare consolidated accounts if as at its balance sheet

date Ihe und<::rtakings 10 be co nsolidated do noltogether, on the basis of

their latest ind ividual accounts. exceed lhe limits of twO of the three

criteri a laid down in section l8S of this Act

Provided that none of the undertakings to be consolidmed is

a company the securities o f wh ich have been admitted to offi cial listing

on the Malta Stock Exchange.

(2)

For the purposes o{this section "securities'· includes -

(a)

shares and stock

(b) d<::bentures. including debenture stock. loan stock, bonds,

cert ificates o f depOSit and othe r instrume nts creating or

acknow ledging indebtedness

(c) warrants or other instruments entitling the holder to

subscribe for securities falling wit hin parngrnph (a) or (b) of this

subsection: and

(d) certificates or other instruments which confer -

(i) propert y rights in respect of a security falling

within paragraph (a). (b) or (c) of this subsection

any right to acquire, dispose of, underwrite or

(ii)

convert a security. being a right to which the holder would be

entitled if he held any such security 10 which the certificate

or other instrument relates: or

(iii) a contIaCtual ri ght. other than an option, to acquirt

any such security otherwise than by subscription.

174. ( I ) A parent compan y shall be exempt fro m the £.oc J Ol r",

n~ ... consolidated accounts if it is itself a subsidi"rv

...., uiR:ment 10 .....

y._,---

- J ....

company in the following cases -

(a) where the said parent company is a wholly.owned

subsidiary company of an immediate parent company fonned and

registered under the law of Mal ta; or

(b) where more than fifty per cent in nominal value of the

shares in the said p~nt compan y are held by a parent company

and notice requesting the preparation of consolidated accounts has

not been served on the first menlioned company by shareholders

holding in the aggregate nOlless than te n per cent in nominal value

of all the shares thereof. Such notice shall not be valid unless it is

served nOI later than silt months after the commencement of the

accounting period to which it relates.

(2) The exemption referred to in subsection ( I) of this

section shall be conditional upon compliance with all of the following

requirements -

(a) that in the case of a parent company which is itself a

subsidiary company of a parent company formed and registered

under the law of Malta. such company is included in consolidated

accounts for a larger group drawn up to the same date. or to an

earlier date in the same accounting period. by a parent company

formed and registered under the Jaw of Malta;

thal in the case of a parenl company which is itself a

(b)

subsidillI)' company of a parent undenaking not established under

the law of Malta. the exempted undertaking is included in

consolidated accounts for a huge r group drawn up to the same

date, or to an earlier date in the same accounting period. provided

such consolidated accou nts and the directors' report thereon are

drawn up in a manner equivalent 10 lhar. prescribed by this Act and

have been audited by one or more persons authorised to audi t

accounts under the national law governing the undertaking which

drew them up;

that the said parent company discloses in its individual

(c)

accounts that it is exempt from the obligation 10 prepare and deliver

consolidated accounts;

(d)

that the said parent company Slales in its individual

accounts the name of the parent undertaking whi ch draws up the

consolidated accounts refcm:d to in paragraph (a) or (b) of this

subsection;

(e) that the said parent company delivers to the Registrar

within the period allowed for delivering its individual accounts,

copies of the consolidaled accounts referred 10 in paragraph (a) or

(b) of this subsection, and of the parent undenaking 's directors'

repon or its equi valent, together with the auditors' repon on those

consolidated accountS; and

that if any document comprised in accountS and reports

(t)

delivered in accordance with paragrnph (e) is in a language other

than Maltese or English. there is annexed to the copy of that

document a translation of it into Maltese or English, certified to be

a correct translation in such manner as may be prescribed.

(3) The exemption shall not apply 10 a parent company any

of whosc securities have been admitted 10 official listing on the Malta

Stock fuchange .

(4) Shares held by diltttors of a company (or the purpose

of comply ing wi th an y share qualification requirement shall be

d isregarded in de termin ing for the purposes of paragraph (a) of

subsection ( 1) of this seclion whether the company is a wholly-owned

subsidiary company.

(5) For the purposes of paragraph (b) of subsection ( I) of

this section shares held by a wholly-owned subsidiary undenaking of

the parent undertaking, or held on behalf of the parent company or a

wholly-owned subsidiary undertaking, shall be attributed to the parent

company.

(6) For the purposes of subsection (3) of this section

"securities" shall have the same meaning as laid down in subsection (2)

of section 173 o f this Act.

175. ( I) Whe re the company is nOI req uired 10 prepllre io _

consolidated accoun ts. the information specified in Part III orl lle Third ."

Schedule 10 this Act shall be given in notes 10 the accou nts: and where

the compan y is required to prepare consolidated accounts, the

information by way of notes 10 the consolidated accounts specified in

the Founh Schedule to this Act shall be given.

(2) If the directo~ of the company are of the opinion that

the number of undertakings in respect of which the company is required

to disclose information under any prov ision of the Third and Fourth

Schedules 10 this Act is such that compliance with that provision would

resull in information of excessive length being give n. the information

need only De given in respect of -

the companies w hose resul ts o r financial pos ition. in the

(il)

opinion of the directors, principally affected the fi gures shown in

the company's annual accounts; and

(b) com panies eltcluded fro m consolidati on under

subsections (3) or (4) of seclion 170 of this Act.

(3) In any case where the provisions of subsection (2) of

this section are applied -

(a) there shall be included in the notes to the company's

annual QCcounts a statement that the information given relates onl y

to such companies as are mentioned in that subsection; and

(b) the full information. whether disclosed in the notes to

the accounts or the notes 10 the consolidated accounts or not, shall

be annexed 10 the company's next annual return .

For the purpose of this subsection !he "next an nual relurn"

means the return next delivered to the Registrarafterthc annual accoonts

referred to in this section have been appro .. ed under section 176 of this

Aa,

176. (I) A company's annual accounts shall be approved by Appmval_

the board of directors and the balance sheet shall be dated and signed 1«'<0"'.

on behalf of the board by two directors of the company.

(2) Every copy ofthe balance sheet which is laid before the

company in general meeting, orwhich is (){herwise circulated, published

or issued, shall state the name of the directors who signed the balance

sheet on behalf of the board.

(3) The copy of lhe company's balance sheet which is

delivered to the Registrar shall be signed on Dehalf of the board by the

same directors who signed the balance sheet pursuant to subsection ( I)

of Ihis section.

(4)

If annual accounts are approved which do not comply

with the provisions of this Act. every director of the company who is

party to their approval and who knows that they do nO( comply or is

negligent as 10 whether they comply shall be liable 10 a penalty. For this

purpose every director of the company at the time the llC(:ounts are

approved shall be taken 10 be a pany [0 their approval unless he proves

that he look all reasonable steps 10 prevenllhei r being approved.

(5)

If a copy of the annual accounts -

(a)

is laid before the company, or otherwise circulated,

published or issued, without having been signed as required by

Ihis section or without loo requimi statement of the signatory's

n(lllle being included: or

(b) is delivered to the Registrar without being signed as

required by this section,

every officer of the company who is in default shall be liable to a pennlty.

177. (1) Foreoch accounting period the directors shall prepare

a repon, hereinafter referred to as "the directors' report".

(2) 1be directors' report shall stale the namesorthe persons

who, at any Lime during the acoounting period, were directors of the

company. the principal activities of the company and its subsidiaries in

the course of the accounting period and any significant change in those

activities during such period. and a fair review of the development of

the business of the company and its subsidiaries duri ng the accounting

period, and of their position at the end of that period.

(3) The directors' repon shall furthennore comply with the

Sixth Schedule to this Act as regards the disclosure of the matters

mentioned therein.

(4) In the case of default in complying with the provisions

of this section. every person who was a director of the compan y

immedialely before the end of the period for laying an nual accounts for

the relevant accounting period shall be liable to a penalty. In proceedings

against a person under this subsection. it shall be a defence for him to

prove that he took all reasonable steps for securing compliance with the

requirements or this section.

H8. ( I) The directors' repon shall be approved by the board ":1l . G

of dirtttors and drucd and signed o n behal f of the board by two directors :::.

of the company.

(2) Every copy orlhe directors' report which is laid before

the company in general meeting. o r wh ich is otherwise circulated,

published or issued, shall sUIte the name ofthc person who signed it on

behalf orllle board.

(3) The copy of Ire directors' report whi ch is delivered to

the RegislfaC shall be signed and dated on behalf of the board by a

director or the company secretary of the company.

(4)

If a copy of the directors' report -

(a)

is laid before the company, or otherwise circulated,

published or issued, without the relKlrt havi ng been signed as

required by this section or without the req ui red statement of the

signatory's name being included: or

(b) is delivered to the Registrar with;)ul being signed as

required by this section,

everyoffioeroflhecompany who is in defaultshall be liable toa penalty.

179. ( I) A company's audilOr$ shnll maJce a report to the

company's members on all annunl accounts of the company of which

copies are 10 be laid before the company in general meeting during

their tenure of office.

(2) The auditors' report shall be drawn up in accordance

with International Standards on Audi ting and shall state whether in the

auditors' opinion the: annual accounts ha ve: been properly prepared in

accordance with this Act, and in particular whether a true and fair vie:w

IS glven -

(a) in the case of an individual balance sheet, of the state of

affairs of the company as Ilt the end of the accounting period;

(b) in the case of an individual profit and loss account, of

the profit or loss of the company for the accounting period

(c) in the: case of consolidated GCCOunts, ofthc: state of affairs

as at the e: nd of the accounting period. and tne profit or loss for the

accounting period, of the undertakings included in the consolidation

as a whole, so far as concerns members of the company.

1be auditors shall consider whether the information

(3)

given in the directors' report for the accounting period for which the

anDLla! accounts are prepared is consistent with those accounts: and if

they are of the opinion that it is not they shall sUlte lhal foct in their

"'po<!.

(4) The auditors' report shall state the names oflhc: auditors

and shaU be signed and dated by them.

(5) Every copy of the auditors' report which is laid before

the compan y in general meeting. or which is otherwise circu lated.

published or issued, shall slate the names ofthc auditors.

The copy or th!:. auditors' rep<>n which is delivered 10

(6)

the RegiSlr.lI shall slate thc natTlCS of the auditors and be signed by

the m.

If a copy of thc audilors' repon -

(7)

(a) is laid before the compa ny, or otherwi se circul ated.

published or issued. Wilhoullhc req uired statement oftheaudilors'

names; or

(b) is delive red 10 the Reaistrar wit hout the required

staIemcnl oflhc al.ldilors' names or without being signed as required

by this section.

c\'cryofficer ofthc company who is in default shall be liable to a penalty.

References in this section to signature by the auditors

(8)

are. where the office of auditor is held by a pattIlcrship, to the signature

of an individual panne:r or pannen signing on behalf of the pannership

and authorised to sign on its behal£.

(9) A company's auditcn shall. in preparing their report.

carry out such investigations as will enable them to form an opinion as

(0 -

(a) whether proper ltCCounting records have bccn kept by

the company nnd proper retu rns adequate for their audit have been

received from branches not visited by them. and

(b) whether the company's individual accountS are in

agreement with the acco unting records and returns.

(10) Ifthc auditors rut of the opinion that proper accounting

records have not been kept. or that proper returns adequate for their

audit have not been received from branches not visited by them. or if

the company's individ ual accounts are not in agreement with the

accounting records and returns, the audilors shall state that fact in !heir

report.

(11) If the auditors arc unable to obtain all the infonnation

and explanations which, 10 the best oflheir knowledge and belief. arc

necessary for the purpose of their audit, they shall state that fact in their

report.

(12) If the requirements of paragraph (0) of article 31 of

the Third Schedule to this Act are not complied with in the annual

accounts. the auditors shall include in their repon, so far as they arc

reasonably able to do so. a statement giving the required particulars.

( 13) In this section, " International Standards on Auditing"

refers to the standards approved by the Council of the International

Federalion of Accounts. established at the Intermnional Congress of

Accountants in Munich in 1977 as may be amended from time to time.

ISO. (I) In the: case of every company. a copy of the annual

:7."'::,,:,";;.;

accounts of a company for the accounting period shall. not less than

founeen days before the date of the meeting at which they are 10 be laid bo .....

in accordance with the provisions of section 181 of this Act. be sent to

each of the following persons -

(a) every member of the company;

every holder of the company's debentures; and

{b}

(c) all other persons who are entitled 10 receive notice of

general meetings.

(2) Notwithstanding the proviSions of subsection (1) Oflhis

section. copies of the annual accounts shall. unless otherwise provided

in lhe memorandum or anicles, nOl be required 10 be senl to adeben ture

holder who is not entitled 10 receive notices of general meetings.

(3) If copies of the an nual accounls are sent less than

founeen days before the date ofthe meeting, they shall, notwithstanding

that fact, be deemed to have been duly sent if it is so agreed by al l the

members emitled to attend the meeting who received them late.

(4) if default is made in complying wi th subsection ( I) of

this section. the company and every officer who is in default shall be

liable 10 a penalty.

(5) Any member of the company and any holder of the

company's debentures. whether or nO( such holder is entitled to have

sent to him copies of the company's annual accounts. shall be entitled

to be furnished. on demand and wi thout charge, with a copy of the last

annual accounts laid before the company in general rrceting.

(6) If. when a perron makes a demand for a document with

which he is entitled by this section 10 be furnished. every officer of the

company who defaults in complying wilh the demand within seven days

after its making. shall be liable to a penalty. and. for every day during

which the default conlinues. to a funher penally.

181 . (I) In respect of each accoun ting period of a company

the directors shall lay before the company in general meeting for its

approval copies of the annual accounts of the company for that period.

There shall be annexed 10 the annual accounts. the auditors' repon as

specified in section 179 of this Act and the directors repon as specified

in section 177 of this Act

(2) The audi tors' repon shall be read before the company

in general meeting, and be open to the inspection of any member of the

company.

(3) If default is made in compl ying wit h the provisions of

subsection ( I) of this section. or if the annual accounts laid before the

company do nOl comply with the provisions of this ACI. every person

who immediately before the end of the period for laying such accounts

was a director of the company shall be liable to a penalty and, for every

day during which the default continues. to a further penalty.

(4) It shaH be a defence for a person charged under

subsection (3) of this section to pro'·e that he took all reasonable steps

for securi ng that the rcquirerrents ofsuhsection (I) of this section would

be complied with before the end of the period for laying of annual

accouots. It shall not be a defence 10 prove Ihat the docume nt or

documents in question were not in fact prepared as required by this Act.

182. (I) The period al lowed for laying before and approvnl by

the company in general IIM!eting of a company's an nual accounts for an

accounting period shall be as provided in this section.

(2) Subject to the fo llowing subsections of this section, the

period allowed shall be -

for a private compan y. ten months after the end of the

(3)

relevant accounti ng refere nce period: and

(b) for a public company, seven months after the end of

thal period.

(3) If acompany carries on business, or has interests, outside

Malta and in respect of an accounting period, the directors, before the

end of the period allowed by subsection (2) of this seaion, give to lhe

Registrar notice in the prescribed fonn-

(a) stating thalthe company so carries on business or has

such interests; and

(b) claiming an extension of the period so allowed by a

further three months.

the period allowed in relation 10 thal accounting period shall be so

extended.

(4)

Where a company's first accounting period is a period

of more than twelve months from the date of its regislrUtion, the period

otherwise allowed for laying before and approval by the company in

general meeting of annual accounts shall be reduced by the number of

days by which the rdevnnt accounling period is longer than twel ve

months. However. the period allowed shall not by this provision be

reduex;d 10 kss than three months afterlhe end of that accounting period.

(5) Where a company's relevant acrounting period has been

shortened due to a change in the accounting reference date, the period

allowed for laying and delivering annual accounts shall be -

(a) the period allowed in accordance with subsections (2)

to (4) of this section; or

(b) the period ofth.ree months beginning with the date of a

notice given to the Registrar when notice has been given to change

the accounting reference date,

whichever of those periods last expires.

183. ( I) The company directors shall deliver to the Registrar C . , " ' ' ' ' .• ' 7

for registration a copy of the company's annual accounts laid before the ; ~':':'-IO

company in general meeting in accordance with section 181 of this Act

together with a copy of the auditors' report thereon, and the din:ctors'

report accompanying the annual accounts within forty-lwo days from

thcend of the period forlayi ngofannuaJ accounts prescribed by section

182 of this Act.

(2) Where. in accordance with section 185 of this Act. a

company qualifies 10 draw up abridged annual accounts rehni ng 10 an

accounting period. the directors of the company may de li ver 10 the

Registrar abridged annual accounts in respect oflhal llCCounting period

and such delivery shall satisfy the company's obligation under subsection

( 1 ) of this section

Provided that where the company which qualifies to draw up

abridged annual accounts is an tll.tmpl company. it may deliver 10 the

Registrar onl y its abridged balance sheet, all the notes 10 the accounts

relevant for the purposes Oflhal balance sheet and the aud itors' repon,

but without the profit and loss account and the directors' repon.

(3) The statements referred 10 in subsection ( 10) of secti on

185 of this Act. shall also be required where. ootwithstanding mal the

annual accounts have nOI been drawn up in abridged (onn, the directors

take advantage ofex.empli ons conferred by subsection (2) or this section

regarding the delivery of the an nual accou nts in abridged form.

(4) Where the di rectors of a company propose to take

advantage of the e,ll;emptions conferred by subsection (2) of this section,

the auditors shall have the duty to provide the directors with a special

auditors' report stating whether in thei r opinion the ro mpany is entitled

to those exemptions as claimed in the directors' statements and whether

the doc umen L~ to be proposed to be delivered in acrordance with this

section arc properly prepared

Provided that the special audi tors' report shall not be required

where the annual accounts of the company, in respect of which the

audi tor's re port referred to in section 119 of this Act has been made, are

to be published as drown up.

The ann unl accou nts delivered shall be acco mpanied by

(S)

the special auditors' report referred to in subsection (4) of this section,

where required to be drawn up in pursuance of the same ~ubsect ion .

(6)

In the case provided for in subsection (S) of this section

a ropy of the audi tors' report prepared under section 119 of this Act

need not be delivered separatel y but the full te,ll;t of it shnll be reproduced

in the specinl audi tors' report; and if the auditors' report prepared unde r

section 119 of this Act is qualified, there shall be included in the special

auditors' report any further mat~rial n{"ces~ary to understand lhe

qualification.

(7) Subsection (4) of section 119 of this Actshall apply to a

special auditors' report unde r this section as il applies 10 a report under

section 179 of this Act.

(8) Where acompany. which is a parent company. prepares

consolidated accounts in accordance with the provisions of this Act it

need not include a copy of its profit and loss account with the: annual

accounts to be de livered to the Registrar as prescribed in subsection ( I )

orthis section where the foll nwing conditions are fulfilled -

(a) theapplication of this exemption is disclosed in the ootes

to the accounts of the parent company and in the notes to the

consolidated accounts; and

the profit or loss of the parent company, detennined in

(b)

accordance with the provisions of this Act. shall be shown

separately either on the face of the parent compan y's balance shcc:t

or in the notes to the accounts of the parent company.

If any document comprised in the annual accounts is in

(9)

a language other than Maltese Of English, the company shall annex to

the copy of that delivered document a translaLion of it into either Maltese

or English. cenified to be a correct translation in such manner as may

be prescribed.

(10) In the case of default in complying wi th the provisions

of this section. or where the annual accounts delivered to the Registrar

do not compl y with the provisions of this Act. every officer of the

company who is in default shall be liable to a penal ty. and. for every

day during which the default conti nues. to a further penalty. In

proceedings under this subsecLion it shall not be a defence to prove thal

the document or documents in question were nOl in fact prepared as

required by this Act.

184. (I) Every company shall make a return in the fonn set Amuol.- .

out in the Seventh Schedule to this Act showing the matters therein

specified as at the end of the period for laying of annual accoun ts

prescribed by section 182 of this Act

Provided that -

(a) a company need not make a return under this subsectiol1

either in the year of its registraLion or. ifit is not required by section

128 of this Act to hold an annual ge neral meeting durin g the

followi ng year. in that year;

(b) where a company has converted an y of its shares inlo

stock and registered the conversion as provided in secLion 79 of

this Act. the list of past and present members shown in PUrl 3 of

the Seventh Schedule to this Act. shall state the amount of stock

held by each of the existing members instead of the wnount of

shares and the particulars relating 10 shares required by that Part

the return may. iD any year, if the return forei ther of the

(c)

two immediately preceding years has given as at the date of that

rerum the full p:uticulaB required by Pan 3 of the Seventh Schedule

to this Act. being the list of past and present members, give only

such of the particulars required by that part as relate 10 persons

ceasing 10 be or becoming members since the date of the lust return

and 10 shares transferred since that date or to ChMges as compared

with Ihat dote in the amount of stock. held by a member.

The annual return. duly completed. shall be signed by

(2)

at least one director of the company or the company secrelary and

forwarded 10 the Registrar for registration within fany·two days from

theend orthe period for laying of annual accounts prescribed by section

182 of Ihis Act

(3) If default is made in complying with the provisions o f

this section, every officer of the company who is in default shal l be

liable to a penalty. and. forevery day during which tlv:: default continues.

10 a further penalty.

185. (\) Companies which on their balance sheet dates do not

eltceed the: limits of two of the three following criteria

-

balance sheet total: one million onc hundred thousand

liri

tumover: two million two hundred thousand liri

average number of employees during the accounling

period: fift)' ;

shall in Ihis ACI be designated as "small companies" and ma)'. for all

purposes of this Act. draw up abridged balance sheets ood abridged

layouts of profil and loss account as specified in subsection (2) of this

section and abridged notes to the accounts as specifie d in subsection

(3) of this section.

(2)

Fo r the purposes of thi s sectio n. the word

"abridged" -

(a) when used therein in relation 10 a balance sheet shall

mean an abbreviated version of the balance sheet. showing only

those items to which a letter or Roman number is assigned in the

balance sheet formalS shown under Part I of the Third Schedule to

this ACl immediately following paragraph 13. under the heading

"Balance Sheet FormalS". but such version shal1. in all other

respects, correspond to the full balance sheet;

(b) wnen used therein in relation 10 profit and loss account

layouts shall mean the fu ll profit and loss account with the eJtccption

that the following items can be combined as one item under the

heading "gross profil or 1055" -

items I, 2. 3 and 6 in Fonnat I;

(i)

items I to 5 in Format 2;

(ii)

items A. I. B.I and B.2 in Format 3; and

(iii)

(iv)

items A. I. A.2 and B.l to 8.4 in Format 4.

The fommts herein stated are those shown in Part I of the

Third Schedule to this Ac t. immediately following paragraph 13. under

the heading "Profit and Loss Account Fonnats".

Companies referred to in subsection (1) of this section

(3)

may draw up abridged notes to the accou nts omitting the disclosures

prescribed by indents (d) and 0) to (0) of paragraph 31 of Part HI of the

Third Schedule to this Act. The notes to the accounts shall however

disclose the infonnation specified in indent (j) of the said paragraph 3 1

in tcul for aU the items concerned.

(4) Where o n ilS balance sheet dale other than its first

balance sheet date. a company eJtcceds or ceases to exceed the limilS of

two of the three criteria indicated in subsection (I) of this section. that

fact shall affect the application of the derogation provided for in that

subsection onl y if it occurs in two consecutive accounting periods.

The balance sheet 100al referred to in this section shall

(5)

consist of the assels in A to E in the layout in Fonnat I of the Balance

Sheet F<>rmats contained in Pan I of the Third Schedule 10 this Act.

immediately following paragraph 13. or those in A to E in the layout in

Format 2 of the Balance Sheet Formats contained in the said Pan oftre

same Sched ule.

(6) A parent company shall nO( be treated as qualifying as a

smal l company in re lation to an accounting period unless the group of

which it is parent qualifies as a small group. A group qualifies as a

small group in rolation 10 an scroLlfl!ing period if it does not exceed the

limits o f twO o f the three fol lo win g criteria

-

aggregate balance sheet total: one million one hundR:d

thousand lin nct or onc million three hundred and twenty thousand

liri gross;

-

aggregate turnover: two million two hundred thousand

liri net or two million six hundred and fony thousand liri gross

-

aggregate number of employees: tifly.

The provisions of subsection (4) shall apply to parent

(7)

companies as though the reference to company were a reference to parent

compan y.

(8) The aggregate fi gures shall be ascertained byaggregating

the re levant figures detcnnincd in accordance with subsections ( I) and

(6) of this section. In relation 10 the aggregate figures for turnover and

balance sheet total. "net" me ans with the scl-offs and other adjustments

required for the preparation of consolidaJ:ed accounlS and MgrosS" means

without those sct-offs and other adjustments: and a compan y may satisfy

the rel evant require ments on the basis of either the nel or the gross

figure .

(9) The fi gures for each subsidiary undertaking shall be

those included in its individual accounts for the relevant accounting

period. that is -

(a) if its accounting period ends with that of the parent

company. that accou nting period; and

(b) if not. its accounting period ending last before the end

of the accounting period of the parent company.

If such figures cannot be obtained without disproportionate

expense or undue delay. tne latest available figures shall be taken.

( 10) Where tne directors of a company take advantage of

the exemptions conferred by this section. the company's abridged

balance sheet shall contai n:-

(a) a statement that advantage is taken of the exem ptions

conferred by this section. and

(b) a statement of the grounds on which. in the directors'

opmion. the company is enti tled to those exemptions.

(11) The statements referred to in suhsection (10) of this

section shall appear in the abridged balance sheet immediately above

the signature required by subsection (1) of section 176 of this Act.

(12) In determining the average number of employees

during the accounting period. for the purposes of Ihis section -

(a) in relation lowhole·timeemployees. the average number

of employees shall be that established on the basis of the following

formula

the ag~gate numberof full weeks worked during

-

the accounting period by all the whole-time employees ofme

company divided by the number of full weeks comprised in

that period. rounded off to the nearest number; and

in relation to pan-time employees. the average number

(b)

of employees shall be that established on the basis of the follow ing

formula

-

the aggregate number of hours worked during the

accounting period by all the part-ti me employees of the

company divided by the number of fuU weeks comprised in

that period and again di vided by forty. ro unded off 10 the

nearest number.

186. (I) The share capital of a company may be denominated S"",,,~1oI io "'1

in any currency which is a conve rti ble currency within the meaning =~

assigned to it by the Central Bank of Malta Act. and. for the purposes of

this Chapter. ECU shall be a convertible currency.

(2) A company may by extraordinary resolution change the

currency in which its share capi tal is expressed, and for Ihis purpose the

conversion rules set out in the Eighth Schedule 10 this Act shall apply in

mipect of any company other than an inveslment company with variable

share capital.

(3) For the purposes of applying ttv:: provisions of this Act

relating to minimumshare capital. share capital expressed in a currency

other than !iri shall be calculated on the basis of the liri equivalent at

the date of -

the registraIion of !he memorandum, in the case of

(a)

formation of a company; Of

the rt:gistrntion of the extraordinary resolution, in the

(b)

case referred to in subsection (2) of this section; or

(c)

the registration of the extraordinary resol ution effecting

areduction orthe issued share capital. in the case where acompany

reduces its issued share capilal.

Without prejudice to the provisions of section 83 ofthls

(4)

Act, a copy a fme extraordinary resolut ion referred 10 in subsection (2)

of this section shall be delivered to the RegislraI' for registration and

shall nol be effective until it is SO registered.

The exchange rate 10 be llsed shall be the average ofme

(5)

buying and selling rafes prevailing at the (\ale of registration referred 10

in subsection (3) of this section, as the case may be.

(6)

An investment company with variable share capital may

only change the currency in which its share capital is expressed by

complying with such conversion rules as may be prescribed by the

Minister under section 188 of this Act.

187. (I) A company shall draw up its annual acco unts in the

same currency as that of its share capital .

(2) Where the annual accounts of a company are drawn up

in a currency other lhan liri.there shall beSlaled on the balance sheet of

the company the el[change mte between the currency used and li ri on

the balance sheet dale and such rate shall be the official clOSing middle

rate issued by the Centml Bank of Malta for that dale.

(3) For the purposes of applying any provision of this Act

whic h sets a threshold by reference to an amount in liri in the annual

accounts of a company. such amou nt as stated in a foreign currency in

the company's annual accounts shall be converted into liri by using the

exchange rote referred to in subsection (2) of this section.

(4) Annual accounts shall be published in the currency in

which they are drawn up. They may also be published in both the

currency in which they are drown up and in ECU. The conversion into

ECU shall be made by using the exchange rate between the currency

used and the ECU on the balance sheet date. and such mte shall be the

official clOSing middle rote issued by the Central Bank of Malta. This

rote shall be disclosed in the notes to the accou nts.

188. For the purposes of this Chapter. the Minister may by order _ o f u;tr

:'::;!:'!....I';

make regulations which -

add to the: classes of documents required to be prepared.

(a)

laid before the company in general meeting or delivcred to the

Registrar

(b) restrict the categorics of companies which have the

bendil of any cI'I:emption. el'l:ccplion or special provision

(c) require additional matter to be included in a document

of any class

(d) otherwise rende r the accounting requiremcnts of Ibis Act

more onerous;

(e) in derogation of the provisions of scction 187 of this

Act. permit D. company to draw up its annual accounts in adifTuent

currency from lhaI: ofilS share capital. regulate the m:l1Iner and the

conditions as may be considered appropriate for this purpose, and

make provision in the Eighth Schedule to thisAct forthcapplication

of the said Schedule. wit h such variations as may be speci fied. in

relation to such a company: or

prescribe conversion rules applicable on a change in the

(f)

currency in which the share capital ofan investment company with

variable share capillll is upressed.

Regulations made unde r section 188 of th.is Act 0

189. (I)

ma, -

make different provision for different cases; and

(a)

repeaJ and re·issue provisions of any regulation with.

(b)

modifications of fonn or arrangeme nt, whe ther or not they arc

modified in substance.

(2) Regulations made under section 188 of this Act may

contain such transitional and other supplementary and incidental

provisions as appear 10 the Minister 10 be appropriate.

If-

190. (I)

<a) in respect of a company's accoun ting period any of the «oWl . . M.. ....

requirements of subsection ( I ) of section 182 of this Act has oot

been complied with before the end of the period prescri bed by that

section; and

the di!eClOrSof the:company fail to make good thedefault

(b)

within fourteen days after the service of a notice on them requiring

compliance,

the Court may, on application by any member or creditor of the company,

or by the Registrar, make an order directing the directors, or any of

them, to make good the default within such time as may be specified in

the order.

(2) 1lIe Court's order may provide that all costs of and

incidental to the application shall be borne by the directors.

(3) Nothing in this section shall prejudicc the provisions of

this Act relating 10 penalties for non-compliancc.

191 , ( I) Where all the: panners of a partnership tn nom col/ten!

or where all the partners having unlimited liability of a partnership t n

commandilt the capital of which is not divided into shares are themselves

partnerships tn commanditt the capital of which is divided into shares,

the provisions of Chapter IX and of this Chapter of this Title shall, in so

far as they are applicable, apply to such a partnership.

(2) The provisions of subsection ( I) of this section shall

also apply where all the partners of a partnership tn Mm colltctif or

where all the panners having unlimited liability of a partnership tn

CommaruJilt tlv: capillll of which is not divided into shares arc themselves

companies, or are partnerships or firms constituted or incorporated

outside Malta which are of a type which is comparable to that of a

company or that of a partnership tn commandilt the capital of which is

divided into shares as regulated by this Act.

(3) Where all the partners of a pannership t n Mm colltc/if

or where all the partners having unlimited liability of a pannership t /f

commandilt the capillll of which is nOl divided into shares are themselves

companies or are partnerships t n comman.dilt the capital of which is

divided into shares, or arecommcrcial partnerships towhich subsection

(I) or subsection (2) of this section applies, the provisions of Chapler

IX and oflhls Chapter of this Title shall, in so far as applicable, apply to

such a partnership.

Chapter XI - Distribution of Profits and Assets

192, (I) A company shall not make a distribution exccpt out

of profits available for the purpose.

(2) For the pUfl'oscs of this Chapter. "distribution" means

every description of distribution of a company's assets to ilS members.

whether in cash or otherwise, except distribution by way of-

(a)

an issue of shares as fully or panly paid bonus shares;

(b) the redemption or purchase of any of the company's own

shares out of capital, including the proceeds of any fresh issue of

shares, or out of un distributable reserves as stipulated in subsection

(3) of section 193 of this Act;

(c) the reduction of the issued share capital by extinguishing

or reduci ng the liability of any of the members on any of the

company's shares in respect of issued share capital not paid up, or

by paying off paid up issued share capital; and

(d) a distribution of assets to members of the company on

its winding up,

(3) Forthe purposes of this Chapter, a company's profits available

for distribution shall be its accumulated, realised profits, so far as not

previously utilised by distribution or capitalisation, less its accumulated,

realised losses, so far as nO{ previously written off in a reduction or

reorganisation of issued share capilal dul y made, The provisions of this

subsection shall be subjeCl to the provisions of sections 194 and 195 of

this Act,

(4) A company shall not apply an unrealised profit in paying

up debentures. or any amounts unpaid on its issued share capital.

(5) Where the directors of a company are, after making all

reasonable enquiries. unable to detennine whether a particular profit

made before the 1st January, 1995 is realised or unrealised, they may

treat the profit as realised; and where afte r making such enquiries they

are unable to determine whether a particular loss so made is realised or

unrealised. they may treat the loss as unrealised,

A public company may only make a distribution at DistributionsI»'

193. (I)

any time -

(a) if at that time the amount of its net assets is nOlless than

the aggregate of its called-up iss ued share capital and

undistribtltable reserves; and

(b) if, and to the eXlent that. the distribution does not reduce

the amount of those assets 10 less than that aggregate,

The provisions of this subsection shall be subject 10 the

provisions of sections 194 and 195 of this Act.

(2) In subsection ( I) of this section, knel assets" means the

aggregate of the company's assets less the aggregate of its liabilities.

"Liabilities" include any amount retained as reasonably necessary for

the purpose of providing for any liability Of loss which is either likely

to be incurred or certain to be incurred but uncertai n as 10 amount or as

10 the date on which it will arise.

(3) A company's undistributable reserves are-

(a)

the share premium account;

the capital redemption n:serve

(b)

(c) the amount by whic h the co mpany's accumulated.

unrealised profits. so far as not previously utilised by capitalization

of a description to which this paragraph applies, exceed its

accumulated, unrealised losses, so far as not previously wnllen

off in a reduction or reorganisation of capital duly made; and

(d) any other reserve which the company is prohibited from

distributing by any legislation or by its memorandum or artielcs;

and paragraph (c) ohms subsection shall apply to everydescription

of capitali7.ation e1{cept a transfer of profits of the company to its

capital redemption reserve on or after I st January. 1995.

(4) A public company shall not inc1ude any uncalled issued

share capital as an asset in any accoun ts rele vant for the purposes o f

this section.

194. (I) SUbject to the following provisions ofthis section. an

investment company with fixed share capital may also make a

distribution at any time out of its acc umulated. realised revenue profits.

so far as not previously utilised by a distribution or capitalisation. less

its accumulaIed revenue losses. whether realised or unrealised. so far

as nOC previously written ofT in a reduction or reorganisatio n of capital

duly madc -

(a) if at that time the amount of its assets is alleasl equal to

onc and a half times the aggreglllc of its liabilities. and

(b) if. and to the extent that. the distribution does not reduce

that amount to less than one and a half times that aggregaIe.

(2) In paragraph (a) of s ubsection ( I) of this section,

"Iiabilit;es" includes any provision for liabilities or charges wi thin the

meaning of paragraph 7 of the Third Sched ule to this Act.

(3) An investment company with rued share capital shall

not include any uncalled issued sharecapital as an asset in any accounts

relevant for the purposes of this section.

An investment company with fixed share capital may

(4)

nOl make a distribution by virtue of subsection ( I) of this section

unless -

(a) its shares are listed on the Malta Stock Exchange; and

(b) during the relevant period it has 001 -

(i) distribUlcd any of its capital profits, or

(ii) applied any unrealised profits or any capital profits.

realised or unrealised, in paying up deben tures or amounts

unpaid on its issued share capital.

The "relevant period" under subsection (4) of this section

(5)

shall be the period beginning with -

<a) the first day of thc accounting period immediately

preceding that in which the proposed distribution is to be made; or

(b) where the distribution is to be made in the company's

first accounting period, the first day of that period,

and ending with the date of the disuibUlion.

(6) "Investment company with fixed share capital" means

a public company which complies with the following requirements

<a) the business of the company consists of investing its

funds mainly in .securities, with the aim of 5~ading investment

risk and pving membc:rs of the compan y the benefit of the results

of the management of its fund s;

(b) nooeof the company's holdings in companies OIherthan

those which are, for the time being, in investment companies wi th

fixed share capital. Itpresenls more than fifteen per oent by value

of the investing company's investments;

(c)

distribution orllle company 'scapi tai profits is prohibited

by its memorandum or articles: and

(d)

the company has not retained, otherwise than in

compliance with this C hapter. in respect orooy accounting period.

more th311 fifteen per cent of the income it derives from securities.

1be Min ister may make regulations extendin g the

195. ( I)

provisions of section 194 of this Act, with or w ithout modifications. to

investment companies with variable sharecapilal orto other companies

whose principal business consists of investing their funds in securities,

land or()(herassets with the aim of spreadi ng investment ris k and giving

their members the benefi t of the rrsuils of the management of the assets.

(2) Regulations made under this section may make different

provision for different categories of co mpanies and may contai n such

transitional and supplemental provisions a~ the Minister considers

-=""l'.

196. (I) Subject to the foll owing provisions of this section,

where development costs are shown as an asset in a company's annual

accounts, any amount shown in respect of those costs is to be treated -

(a)

under section 192 of this Act, as a real ised loss; and

(b)

underscction 194 of this Act, as a realised revenue loss.

(2) The provisions of subsection (I) of this section shall

not apply -

(a) to any part of that amount represe nting an unrealised

profit made on revaluation of those costs; and -

(b) where:-

(i) there are special circumstances in the company's

case justifying the directors in deciding that the amount there

mentioned is not 10 be treated as required by subsection (1)

of this section, and

(ii) the provision in the notes to the accounts required

by parogroph 18 of the Third Schedule to this Act stales that

the amount is not to be so treated and ex plains the

circumstances relied upon to j ustify the decision of the

directors to that effect.

197. ( 1) The provisions of this section and of sections 198 10

203 of lhis Act shall apply for detenni ning tbe question whether a ... ra .... '"

distribution may be made by a company without contravening sections ~ , , ' ,1."

192, 193. or 194 of this Act

(2) The amount of a distribution which may be made shall

be determined by reference 10 the following items as slated in the

companfS accounts-

(a)

profits. losses, assets and liabilities;

(b) provisions of any of the kinds mentioned in the Third

Schedule IOlhis Act in pamgrophs 7. 16and 17 and these partlgraphs

as applied by paragraph 28 of the said Third Schedule: and

share capital and reserves, includi ng uodistributable

(c)

reserves.

(3)

The company's accounts which are relevant for the

purposes of this section shall be its last annual accounts, thot is 10 say

those which were laid in respect of the last preceding accounting period

in respect of which accounts so ~pared were laid

Provided that in the following two cases -

<a> where the distribution would be fou nd 10 contravene the

relevant section in this Chap(er if reference wen: made only to the

company', lasI annual accounts; or

(b) where the distribution is proposed to be declared during

the company's firs t accounting period, or before any annual

accounts an: laid in respect of that period,

the accounts relevant under this section, called "interim accounts" in

the fi rs t case, and "initial accounts" in the second, shall be those

necesSlll')' to enable a rea.wnable judgment to be made as to the amounts

of the items mentioned in subsection (2) of this section.

(4) The relevant section of this Chapter is treated as

contta\"ened in the case of a distribution unless the requiremenlS laid

down in this section and in the following three sections, as and where

applicable, in respect of the relevant accounts are complied with in

relation to that distribution.

198. (1) If the company's last ann ual accounts constitute the ,..,.ut 7 !er

only accounts relevant under section 197 of this Act. the requirements ~ 'F'

laid down in this section shall apply in regard to such accounts.

(2) The acCOLlnlS snail have been properly prepared in

accordance with the provisions of this Act. or have been so prepared

subject onl y to matters which are not material for detennining. by

reference to items mentioned in subsection (2) of section 197 of thi s

Act. whether the distribution would contravene the rele vant section of

this Chapler.

(3) Wit hout prejudice to the provisions of subsection (2) of

this section-

(a) so much of the accounls as consists of a balance sheet

s hall give a true and fair view of [he state orllle company's affairs

as at the balance sheet date: and

(b) so much of the accounts as consists of a profit and loss

accoun t shall g ive a true and fair view of the company's profit or

loss forllle pcriod in respect of which the accounts were prepared.

The audi tors shall have made their report on the accounts,

(4)

and subsection (5) of this section shall apply if the report is noe a report

without qualification 10 the effect that in the auditors' opinion the

accounts have been properly prepared in accordance with (he provisions

of (his Act.

lbc audi(ors shall. in !he case refem:d 10 in subseclion

(5)

(4) of (his section. have s(aled in wri(ing. either al lhe time of their

report or subsequently. whether in thei r opinion. the matter in respecl

of which their repon is quo.1ified is material fordetennining. by reference

to items mentioned in subsection (2) of section 197 of this Act. whether

lhe dislribution would conlrnvenc the relevant section. and a copy of

the statement shall have been laid before the company in general meeting.

A stnlernenl unde r subsection (S) of Ihis section shall

(6)

suffice for pUflJOSCS of a particular distribution nOl only if it relates to a

dislribution which has been proposed but also ifi l re illlcs todislribulions

of any descripti on which include that panic ular distribution.

nOlwithslanding that at the time of the statement it had nOl been proposed.

199. (I) The provisions of this section shall constitute the

requiremenlS in respeCl of inlerim accounlS prepared for a proposed

dislribution by a public company.

The accounts shall have been properly prepared. or shall

(2)

have been so prepared subject only to matters which are not material

for determining, by reference 10 items mentioned in subsection (2) of

section 197 of this Act. whether the proposed distribu tion would

contravene the relevant seclion of this Chapter.

(3) "Properly prepared" shall mean that the accounts shall

comply with this Act with such modifiCalion~ as are necessary because

the accounts are prepared otherwise than in respect of an accounting

period and any balance sheet comprised in the accounts shall have been

signed in accordance with section 176 of this Act.

Without prejudice to tne provisions of subsection (3) of

(4)

this section -

(a) so much of the accounts as consists of a balance sheet

shall give a true and fair view of the Slate of the company's affairs

as at the balance sheet date; and

(b) so much of the accounts as consists of a profit and loss

account shall give a true and fair view of the company's profit or

loss for the period in respeer of which the accounts were prepared.

A copy of the acco unts shall have been delive red 10 the

(5)

Registrar.

(6) If the accoonlS are in a language other (han English or

Maltese, a lranslation into English or Maltese of the accounts, cel"lified

10 be a Correct translation in such manner as may be pre!>Cribed, shaU

also have been delivered to the Registrar.

zoo. (1) The provisions of this section shall constitute the

requiremenlS in respeer of initial accounlS prepared for a proposed

distribution by a public company.

(2) The accoun ts shall ha ve been properly prepared, orllley

shaU havebcen so prepared subject onl y to matters which are not material

for determining, by reference to items mentioned in subsection (2) of

section 197 of this Act, whether the proposed distribution would

contravene the relevant section of this Chapler.

(3) Subsections (3) and (4) of seerion 199 of Ihis Act shall

apply as respects the meaning of "properly prepared".

(4) The company's auditors shall have made a repon slating

whether, in lheir opinion, the accounts have been properly prepared.

and subsection (5) of this section shall apply if their repon is a qualified

repol"l, that is to say it is not a repon wi thout qualification 10 the effect

that in the auditors' opinion the accounts have been so prepared.

(5) The audi tors shall in the case referred to in subsection

(4) of this section also have SUIted in writing. whether, in their opinion,

the matter in respect of which thei r report is qualified is material for

detennining, by reference to items mentioned in subsection (2)ofsection

197 ormis Act. whether the distribution would conU'lvene the relevant

section of this Chapter.

(6) A copy of the accounts, of the auditors' repon under

subsection (4) of this section and of the alJdilOfS' statement, if any,

under subsection (S ) of this section shall have been delivered 10 lhe

Registrar.

(7)

If the accountS are. or the auditors' report under

subsection (4) ohhis section ortheir statemenl, if any, under subscction

(5) of th is section, is in a language other than Maltese or English. a

translation in to English or Maltese of the acoounts, the report or the

statement, as the case may be, cenifted 10 be a correct transitU ion in

such manner as may be prescribed. sh:1I1 also have been delivered 10 the

Registrar.

201 . For [he purpose of determining. by reference 10 panicular

accounts. whether a proposed distribution may be made by a company,

section 197 o f this Act shall have elTect. in a case where one or moce

distributions have already been made in pursuance of determinations

made: by re:fere:nct. to those same: accounts. as if the: amount of lhc

proposed distribution was increased by the amou nt of the: distributions

so made.

202. For the: purposes of sections 192 and 193 of this Act. a

provision of any kind mentioned in the Third Schedule to this Act in

sub-paragraph ( I) of paragraph 7 and paragraphs 16 and 17 including

these paragraphs as appl;c:d by parngraph 28 or the: said Third Schedule.

shaH be tre:ated as a realised loss.

203. Whe:re 11 company makes a distribution of, or including. a

oon-cash asset. and any pan of the amount aI which th31. asset is stated

in the accounts re:k:vant forthe purposes of the: distribution in accordance

with Stctions 197 to 202 of this Act represents an unrealiscd profit, that

profit is to be treated as a realised profit -

for the: purpose: of detcrmining the lawfulness of the

(I )

distribution in accordance with this Chapter. whether befon:: or

after the distribution takes place; and

(b) forthc: purpose of paragraph 14 (cHi) and sub·pamgraph

(3 ) of paragraph 30 of the Third Schedule to this Act in relation to

anything donc with a view to or in connection with the: making of

that distribution.

204. Where: a distribution. or pan of a distribution, made by a

company to one of its members is made in contravention of this Ch::ilMer

and. at the time of the distribution. thal member knows or has reasonable

grounds for l>elieving thal il is so made. he shalll>e liable 10 repay il. or

lhat part of it, as the case may be. 10 the company or. in the case of a

distribution made otherwise than in cash. 10 pay lhe company a sum

equal 10 the value of the distribution. or of the pan of the distribution. at

that time.

205. The provisioosofsection 204 orthisAct shall apply without ~-­

prejudice to any obligation imposed apart from that section on a me ml>er =~:"

of a company to repay a distribution unlawfully made to him.

206. Wheltl immediately befoltl 1st January. 1995 a company s..qb~

was authorised by a provision of ifS an.icles 10 apply its unreaJ.ised profits ::,~~ ~:':;,iIti;

in payi ng up in full or in part unissued shares 10 be allotted to members tw,s.

of the company as fully or partly paid bonus shares. that provision shall

continue, Subject 10 any al teration of the articles, as authority for lhose

profits to be SO applied after that date.

The provisions of mis section shall have effect for the Jnooo

207. ( I)

interpretation of this Chapter.

"Capitalisation". in relation to acompany's profits. shall

(2)

mean any of the following operations, whenever carried out -

(a) the application of the profits to wholly or partly pay up

unissued shares in the company to be allotted to members of the

company as fully or partly paid bonus shares: or

(b) the transfer of the profits to the capital redemption

reserve.

References in this Chapter to profits and losses of any

(3)

description shalll>e. respectively, 10 profits and lossesoflhat description

made at any time and, except where the context othelWise requires,

shall be, respectively. to revenue and capital profits and revenue and

capital losses.

The provisions of this Chapter shall be without prejudice to $ovlq 10:"_

lOS.

any other provi sion of law, or any provision of a company's :.:~

memorandum or articles. restricting the sums out of which, or lhe c~

in which, a distribution may be made.

Chapter xn - Private Company

109. ( I) A private company is a company which, besides Dellnitiur:.

fulfilling the requirements ofthis Acl for it to hold the SlalUS of a private

company, is one which, by its memorandum or articles -

restricts the ri ght 10 transfer its shares; and

(a)

limits the number of its members 10 lifty; and

(b)

prohibits an y invitation 10 the public 10 subscribe for

(c:)

any shares or debentures of the: company.

(2)

A privtlle company shall not ~

(a)

offer to the public. whether for cas h or otherwise, any

shares in or debentures of the company; or

(b)

allOl or agree 10 a1lo!. whether for cash or otherwise,

(Iny shares in or debentures of the company with a view 10 all or

any of those shares or debentures being offered foc sale 10 the public,

within the meaning given to that eJlpression by section 89 of Ihis

Act.

(3)

Whe re a private company conlrnvenes the provisions

of subsection (2) of thi s section. every officer thereof who is in default

shall be liable to (I penalty.

210. Subject to 100 provisions ofthls Act, in the case ofa pri vate

company. a resolution in writi ng signed by all the members for the time

being entitled to receive notice of and to allend and vote at the general

meetings shall be as valid and effective as if the same had been passed

at a general meeting of the company duly convened and held. Annual

general meetings of the company may be held in accordance with this

section

Provided that a resol ution in writing as aforesaid shall be void if it

purpons to remo\'e a director or an auditor before the expiration of his

tenn of office. or otherwise purportS 10 depri ve the auditors of the right

granted to lhe m by vinue of the proviSions of section 155 of this Act.

211, (I) A private company shall have the stalUS of an exempt

company if the conditions mentioned in subsection (2) of this section

are contained in its me morandum or anicles.

(2) The conditions required by subsection ( I )oflhis section

=-

(a) that the number of persons holding debentures of the

company is nOI more than fifty ; and

(b) that no body corporate is the holder of. or has any interest

in. any shares or debentures of the company or is a director of the

company. and neither the company IIOf any ofdle directors is party

10 an arrangemenl whereby the policy of (he company is capable

oCheing dclcnnincd by persons other than the directOB. members

or debenture holders thereof.

For the purposes of this section -

(3)

(a) shares held by an exempt company shall not disqualify

a company from being also exempt i f, taking al llhe following

companies together, that is 10 say -

(i) the exempt company in question (he reinafter

referred 10 as the KreJevant company");

any company holding shares 10 which this

(ii)

paragraph has to be applied in determining the relevant

company's right to be exempt as aforesaid; and

(Hi) any further company taken into account for the

purposes of this paragraph in determining the righl la be so

exempted of any company holding any such shares as

aforesaid.

!he total number of persons holding shares in those companies is

...

not more than fift y. lhe companies thcmselves being disregarded;

any interest of the. relevant company itself in any of its

(b)

shares IX debentures shall be disregarded.

Companies referred 10 in subsection ( 1) of this section

(4)

shall be exempt from lne requiremenlS of subsection (7) of section 138

and paragraph (a) of subsection ( I) of section 144 of this Act; and the

proviso to subsection (2) of section 183 of Ihis Act shall apply.

A sole director of an exempt company shall be entitled

(5)

to hold offi ce as a company secretary thereof during his directorship.

Whe re an exempt company has only one director. any

(6)

requirement of this Act thatlwo directors of a company shall act. shall

be interpreted in relation lothe exempt compan y as requiring one director

to act.

212. (I) A company referred 10 in subsection (1) of section '·b='~.=:. ~.-

2 11 of this Act may h3ve a single member notwithstanding the provisions ... ,

of subsection ( I) of section 72 of this Act or of any other provision of

this ACI, where the objeclS of such a company specify which acr:ivily of

the company shall be its main trading activity and the business of the

company shall consist principally of that activity.

(2) The provisions of sub-paragraph (i) of paragraph (b) of

subsection (2) of section 214 of this Ace shall 00( apply to companies

falling within the (eltUS of this section.

A company may have asingle membcrupon regisrration

(3)

or it may become a single member company through the acquisition of

all its shares by ont person. provided that such a company complies

with the provisions laid down in subsection (I) of this section.

(4) When a company becomes a single member company

through the acquisition of aU its shares by ODe pcBOD. the company

shan, within fourteen days, deliver to the Registrar (or registration a

noticc::-

specifying the fact that it has become a single member

(a)

company and stating the name and residence: orlh", single member;

"'"

(b)

confuming compliance wilh the provisions laid down

in subsection ( I) of this sectMJo.

Such notice shall be deemed 10 satisfy the ~uirements of

subsection (3) of section 120 of this Act.

Where a person becomes a single member as a result of

(S)

a(XJuiring shares in the ro mpany causa morti.r. such fact shall be stated

in the notice: rercrrcd to in subsection (4) of this section and slIch notice

shall be deemed to satisfy the requirements of subsection (3) of section

120 of this Act.

(6) If default is made in complying with subsections (4),

(5) and (10) o( this section, every officer of the company who is in

default shall be liable to a penalty. and, (or every day during which the

default continues, to a further penalty.

(7) lbe single member shall exercise the powef1; of the

general meeting of the company and the decisions taken by him in this

capacity shall be recorded as minutes of the general mecting and the

provisions of this ACI regulating general meetings shall be construed

accordingly. The decisions referred 10 in this subsection shall be deemed

to be resolutions of the company for the purposes of the application of

the provisions of this Act

Provided that the provisions of this subsection sh:lll not

prejudice the rights of the auditoo of the company under the provisions

of sectio n 155 o f Ihis Ac t, and the rig ht.s granted 10 persons as arc, by

the articles or lhe company, entitled 10 receive notices of. nnend and be

heard at general meetings of the company.

(8) The single member shall record in writing all agreements

between him and the company as represented by him in a minute book

kepi by the company specificall y for the purpose.

(9)

If default is made in complying with Ihe prov isions of

subsecti on (8) of this section. the single member shall be li3ble 10 a

penalty.

(1 0) Whe n a company ceases to be a s ingle member

company. it shall. within founeen days, deliver to the Regi strar for

registration a notice specifying the fact that it is no longer a single

member company and the provisions of Ihis section shaH no[ apply to

such compan y from the dale it has ceased to be a Single member

company.

213. (1) A private company may change its status to a public O ' -..af ...... af

company by altering its memorand um or articles and incorporating in

such alteration all those changes required by the provisions of this Act

for a company to hold the status of a public company. including the

removal of the restrictions TCSulting by vi rtue of the provisions of section

209 of this Act which conflict with the status of a publ ic company,

(2) Thealteration referred 10 in subsection ( I) oflhis section

shall not take effect unless and until it is registered and the provisions

of subsection (2) of section 79 of this Act shall apply thereto.

(3) The Registrar shall, upon the registration referred to in

subsection (2) of lhis section. enter in the register the fact of such change

as referred to in s ubsection ( I) of this section and he shall issue a

certificate of registration altered to reflect that change.

(4) A public company may change its status to a private

company if. after having effected compliance with the restrictions

resulting by vinue of the provisions of section 2{)9 of this Act. it alte rs

its memorandum or anicles. incorporating in such alteration all those

changes required by the provisions of this Act for a company to hold

the status of a private compan y. including the introduction of the

restrictions resulting by vi nue of the provisions of section 209 of this

A ol

The alteration referred 10 in subsection (4) arthis section

(5)

shall nol take effect unless and until that alteration, accompanied by a

declarnlion made by the directors of the company that the company is

effectively in compliance with lhe provisions of section 209 of this Act,

is registered. and the provisions of subsection (2) of section 19 of Ihis

Act shall apply thereto.

(6) The Registrar shall , upon the registration referred to in

subsection (5) of this section, enter in the register the fact of s uch change

as referred 10 in subsection (4) o f Ihis section and be shall issue a

cenificate of rcgistl'lltion al tered 10 renect that change.

(7) A private company may change its status to an exempt

company if, after having effected compliance with the co nd itions laid

down in section 211 of this Act. it alters its memorandum Of articles by

incorporating therein all the said conditions,

(8) The alteration referred to in subsection (7) ofthls section

shall nOl lake effect unless and until that alteration, accompanied by a

declaration made by the directors of the company ma! the company is

effectively in compliance with the provisions of section 211 of this Act,

is registered, nnd the provisions of subsection (2) of section 79 of this

Act shall apply thereto.

(9) An exempt company which resolves not to continue

fulfilling an y of the conditions of .section 21 1 of this Act, shall change

its status to a private company by aitering its memorandum or articles

to remove an y such conditions.

( 10) The alteration referred to in subsection (9) of this

section shall not take effect unless and until it is registered and the

provisions of subsection (2) of section 79 ofmis Acl shall apply thereto.

( 11) Where a private company changes its statUS 10 a public

company in accordance with the provisions of this section, the company

shall, in addition to the documents referred to in subsection (2) of this

section, deliver to the Registrar for registration:-

(a) a copy of a balance sheet prepared as a! a date being not

more than four months before the date of the registration of the

al teration refcrred lo in subsection ( I) of this section, together with

a re pon of the company's auditors in relation to tha! balance sheet;

Md

(b) a wriuen statement by the company's auditors that in

their opinion the balance sheet shows that at the balance sheet date

the amount of the company's nel assets was not less than the

aggregate of its called up issued share capital and undistributable

n:St.rves; and

(c) a declaration by any director of the company that

between the balance sheet date and the date of delivery of the

alteration to the Registrar for registration, there has been no change

in the company's financial posilion that has resulted in the amount

of its net assets becoming less than the aggregate of ils called up

issued share capital and undistributable reserves.

In this subsection, "net assets" shall have the same meaning

assigned 10 it under subsection (2) of section 193 of this Act.

A private company which proceeds to change its status

( 12)

to a public company in accordance with the provisions of this section

shall nO( allO( or propose to allot shares for a consideration O(herwise

than in cash at any time between the date of the balance sheet and the

date of delivery of the alteration referred to in subsection ( 11) of this

section.

Where a public company changes its status to a private

( 13)

company in accordance with the provisions of this section, it shall be

required 10 redeem the shares held by the dissenting members, if they

so request, on such tentlS as may be agn:c:d or as the Court, on a demand

of either the company or the dissenting members. thinks (it to order.

TITLE 11 - DISSOLUTION AND CONSEQUENTIAL

WI NDING UP or COMPANI.ES

214. ( I ) A company shall bedissolved and consequently wound c . .... ';'

. _ , 11 •

up ID (n" 0 OWlDg cases -

(a) the company has by extraordinary resolution resolved

that the company be dissolved and consequently wound up by the

Court;

(b) the company has by extraordinary resolution resolved

that the company be dissolved and consequent.ly wound up

voluntarily.

(2) In addition to the modes of dissolution referred 10 in

subsection (I) of this section -

(a' a company may be dissolved and wound up by lhcCourt

in the following cases-

(1)

if the business of ttle company is suspended for an

uninterrupted period of twelve months

the company is unable to pay its debts; and

(ii)

(b) a company shall be dissolved by the Court in the

following cases -

the nuntlcr of members ofthc company is reduced

(1)

to below IwO and remains so reduced for more than six

months

Provided thaI this paragraph shall not apply 10 single

member companies specirted in subsection (3) of section 2 12

of this Act

(ii ) the number of dircclors is reduced 10 below the

minimum prescribed by section 137 o f this Act and remains

so reduced for more than six months;

the Court il of the opinion that there ate grounds

(Hi)

of sufficient gravity 10 warrant the dissoi ulioo and consequent

winding up of the company;

(iv) when the period. if any. fixed for the duration of

the company by the memorandum or articles expires, or the

event occurs. if any. on the occ urrence of which the

memorandum or articles provide tha! the company is 10 be

wound up. and the company in general meeting has not before

such expiry or event passed a ~Iution to be wound up

voluntarily.

(3) In the cases of dissolulion falling within paragraph (b)

of subsection (2) of Ihis seClion, the Court shall, at ils discretion,

detennine whether the company shall be wound up by the Court Of

voluntarily

Provided thal for the purposes of subparngraphs (ii) and (iv)

of the said paragraph (b), the Court a! its discretion and upon good

cause being shown may, and for the purposes ofsubparagraph (i) of the

same paragraph, the Court shall, before ordering the dissolution of the

company. allow a period oftime not exceeding thirty days, within which

the company may remedy the default and upon proof being submitted

to it that any such default has been remedied, the COUl' shall not order

the company's dissolution.

(4)

Where a company continues carrying on business

witho ut h:lving at leasllWO members beyond the period of six months

referred 10 in subparngraph (i) of paragraph (b) of subsection (2) of this

section, the sole remaining me mber of the company shall be held

unlimiledly and jointl y and severnlly liable with the company for nil

the obligations contracted by the company for the whole period from

the lapse c fthe six months unlil the dissolution of the company or until

such lime as the deraul! is remedied by the company in accordance

wi th the proviso 10 subsection (3) of this section.

(5) For the purposes of sub-paragraph (ii ) of paragraph (a)

of subsection (2) of this section, a company shall be deemed to be unable

10 pay its debts -

(a) if a debt due by the company has remained unsatisfi ed

in whole or in part after twenty-four weeks from the enforcement

of an executive title against the company by any of the executive

acts speciflCd in section 273 oflhe Code of Organisation and Civil

Procedure; or

(b) if it is proved 10 the satisfaction of the Coun that the

company is unablc to pay its debts. account being taken also of

contingent and prospective liabilities of the company,

Where a company has passed a resolution in aa:o rdance

(6)

with paragraph (a) of subsection ( I ) of this section, it shall be required

to give the notice specified in subseclion ( I) of section 265 of this Act

and subsection (2) thereof shall apply.

(7) For the purposesoflhis litle. acompany shall be wound

up by the Coun if it is wound up in accordance with the provisions of

Sub-Title I of lhis litle; and a company shall be wound up vol untaril y

if it is wound up in accordance with the provisions of Sub-Title 11 of

this litle.

21S. Thc term "contributory" means every person liable to M.onin .....

contribute 10 the assets of a company in the event of its dissolulion, and -OOIIIribulory".

the provisions of sections 2 16 and 2 17 of this Act shall apply for

determining the persons so liable

Provided that a reference in a company's memorandum or

articles 10 a contributory shall not. unless the context otherwise requires.

include a person who is a contributory only by vinue of section 217 of

this Act.

216. In the winding up of a company every present and past

member shall be liable to contribute to the assets of the company to an

amount sufficient for payment of its debts and liabilities. and the costs,

charges and expenses of the winding up. and forlhe adjustment of rights

of the contributories among themselves. subject to the following

qualifications -

(a) no contributions shall be required from any member

exceeding the amount. if any. unpaid on lhe shares in respect of

which he is liable as a present or past member;

a past member shall nO( be liable 10 contribute in any of

(b)

the following cases-

(i) if he has ceased 10 be a member for al least ooe

year before the dissolution of the company;

(ii) in respect of an y debt or liability contracted after

he has ceased to be a member;

unless it appem 10 the Court that lhe existing

(iii)

members are unable to satisfy the contributions required 10

be made by Ihem in pursuance of this Act;

(c) a sum due to any member of a company. as a member.

by way of dividends, profits or O(hcrwisc shall not be deemed to

be a debt of the company payable 10 that member in the case of

competition between himself and any other creditor not being a

me mbe r of the company. but any such sum may be taken inlO

account for the purpose of the final adjustment ofthc rights of the

contributories among themselves.

217. ( I) The provisions of this section shall apply where.

following its dissolution. a company -

(a) has made a payment out of capital in respect of the

redemption or purchase of any of its own shares. which payment

is referred 10 in the following provisions of this section as "the

relevant payment"; and

(b) the aggregate amount of the company's assets and the

amounls paid by way of contribUlion to its assets. apart from the

provisions of this section. is nOl sufficient for payment of ilS debts

and liabilities, and the expenses of the winding up_

(2) Where the dissolution has occurred within twelve

months of the dale on which lhe relevanl paymenl was made. then -

(a) the person from whom the shares were redee med or

purchased, and

(b) the directors who nuthorised the redemption or purchase,

shall, so as to enable the insufficiency referred to in paragraph (b) of

subsection ( I) of this section 10 be met . be liable to contribute 10 the

company's assets to the extent referred to in subsectioo(3) ofthis section.

(3) A person from whom any of!he shares were redeemed

or purchased shall be liable 10 contribute an amount nOI eXceeding so

much of lhe relevant payment as was made by the company in respect

of his shares; and the directors shall be jointly and severally liable wit h

that person to contribute that amount.

SUB·TITLE I - WINDING UP BY T HE COURT

Chapler 1 - General Provisions

A request to the Coun (hereinafter referred to as the 0;.0<11""" ond

218. ( J )

"winding up application") for the -

(a) winding up of a company by the Coun in accordance

with parngraph (a) of subsection ( I) of section 2 14 of this Act; or

(b) dissolution and winding up ofa company by the Coun

in accordano: with paragrn.ph (a) of subsection (2) of section 214

of this ACI; or

(c) dissolution and winding up of a company in accordance

with paragraph (b) of subsection (2) of section 214 of lhis ACI,

shall be made by means of an application which may be made either by

the company following a decision oflhe general meeting or by its board

of directors. or by any debenture holder, creditor or creditors, or by any

contributory or contributories.

Except as provided in subsection (3) of this section, a

(2)

contributory shal l not be entitled to make a windi ng up application

unless -

(a) the shares in respect of which he is a contributory, or

some of them, either were originally allotted 10 him. or have been

held by him, and regiSlered in his name. for at least six months

during the eighteen months before the date of the company's

dissol ution, or have devolved on him through the death ofa former

shareholder; or

(b) the nu mbe r of members was reduced and re mains

reduced below the minimum prescribed by section n of this AeI

while he holds shares in respecl of which he is a contributory.

(3) Notwithstanding the provisions of subsection (I) of

this section, a person who is liable under seelion 217 of this Act to

contribute to a company's assets in the event of ilS dissolution may

only file a winding up applicalion on either of the grounds set out in

sub-paragraph (ii) ofparagroph (a) and sub-paragrnph (iil) of paragmph

(b) of subsection (2) of section 214 of this Ac!.

(4) The Registrar may file a winding up application where

it appears to him thal il is expedient and in the public interest that a

company should be dissolved and wound up for any of the reasons set

OUI in subsection (2) of seClion 2 14 of lhis Act.

(5) A winding up application may be filed nOlwithstanding

thilt a company is being wound up voluntarily in acconlance with section

294 of this Act. Such an application may also be made by the Official

Receiver appoi nted in accordance with the provisions of section 225 of

this Act.

(6) The directors. the company secretary, and every

contributory and creditor of the compan y shall be entitled to make

submissions on the hearing of a winding up application made under

this seelion.

(7) In the event of a winding up application made under

parogmph (c) of subsection ( I) of this section. if the Court decides that

the company shall be wound up voluntarily. the provisions of Sub-TItle

11 of this TItlc other than .~eelio n 265 shall apply.

(8) On the making of a winding up application, a copy

thereof shall forthwith be forwarded by the Registrar of the Superior

Courts to the Registrar for registration.

219. On the hearing of the winding up application, the Court

may either dismiss the appliclltion or make an order acceding thereto

(hereinafter referred 10 as a "winding up order") and in either case make

such other orders, including provisional orders. and adjourn the hearing

conditional ly or otherwise as it thi nks fit ; bUlno winding up order shall

be made before Ihe application has been served on such persons as the

Court in the circumstances, Md upon information given by the applicant.

deems it appropriate to call upon to make their submissions.

120, At My time after the filing of a winding up application. and

before a winding up order has been made, the company, or any creditor

or contributory, may apply to the Court for a stay of judicial proceedings

pending against the company. and the Coon may Slay those proceedings

accordingly on such tenns as it thinks fit.

='J

221. In a winding up by the Coun. any disposition of the propeny Oiopooi~ot

of tile company. including any ri ghtS of action. and any transfer of shares.

or alteration of the Status of the members of the company, made after <iml ,. .

the date of its deemed dissolution. shall be void. unless the Coun

otherwise orders.

222. When a company is being wound up by the Coun. any act W.'_ .... lO be

or Wamlllt, whether precautionary or exccuti ve, issued or carried inlo :'r-:::":",~'

effect against the compan y after the date orits deemed dissolution. shall

be void.

223. (I) Where a winding up order has been made, the ':;-~

company shall be deemed 10 have been dissolved at the time of the d

filing of the winding up application

Provided that where a winding up order has been made in

tenns of sub paragraph (iii) of paragraph (b) of subsection (2) of section

214 of this Act. the company shall be deemed to have been dissolved

on the dale when the winding up order is made.

(2) Notwithstanding the provisions of subsection (I) of this

section. where, before the filing of a winding up application, an

extraordinary resolution had been passed by the company for it to be

dissolved and consequently wound up voluntarily. the company shall

be deemed to have been dissolved at the time of the passing of the

resolution, and unless the Coun. upon proof of fraud or mistake thinks

fit otherwise to dire<:t. all proceedings taken in lhe voluntary winding

up shalt be deemed to have been validly taken.

224. (I) On the making of a winding up order, a copy thereof ;c

shall fonhwith be forwarded by the Registrar of the Superior Couns to •

the Regisuar for registration.

(2) Where a winding up ordcr has been made or a provisional

administrator has been appointed in accordance with the provisions of

section 228 or this Act. no action or proceeding shalt be proceeded with

or conunenced against the company or its propeny except by the leave

of the Coun and subject to such tcons as the Coun may impose.

(3) A winding up order shall operate in fllvour of all the

creditors of the company and of ullthe contributories of the company

as if made on the joint application of a creditor and of 11 contributory.

Chapur U -Omdal R«dvtf

225. ( I) The Minister. with the concurrence of the Minister

responsible for Justice. shall appoint a pub!ic officer to be the Official

Rcceivcr for the purposes ofthis Act and may also. where no such officer

is for the time being holding that office. designate any public officer to

act in that capacity. and may at any time terminate any such appointment

or designation.

The Official Receiver shall be assisted by sueh sllllT as

(2)

the Mini$ler may designate for that pu~ from among public officers.

The Minister may prescribe regulations specifying the

(3)

fees payable out of a company's assets for the performance by the

Official Receiver of his general du ties as Official Receiver.

226. (I) Where the Court has made a winding up order or

ap pointed a provisional admi nistrator, there shall be made out and

submitted to the Official Receiver a statement as to the affairs of the

company in the prescribed form, or in such form as the Official Receiver

accepts, verified by affida vit. and showing the particulars of its assets,

debts and liabilities, the names. residences and occupations nf its

creditors, the securities held by them respectively, the dates when the

sccurit;cs were respectively given, and such furtherorotherinfomwion

as may be prescribed or as the Official Recei ver may require.

The statement shall be submined and verified by one or

(2)

more of the persons who are 0.1 the relevant date the directors of the

company and by such of the persons hereinafter in this subsection

mentioned. as the Offici al Receiver may require to submit and ve rify

the statement. that is to say, persons -

who are or have been offi cers of the comp;llly at any

(a)

time in the three yeaB immediately preceding the dale of the

winding up order;

(b) wile have Illken pan in the formation of the company at

any time within tweh'e months before the relevant date;

(c) who are in the employment of the company, or have

been in the e mployment of the company within the said twelve

months, and are in tne opinion of the Official R~ive r capable of

giving tbe in fonnation required

(d) who are or have been within the said twel ve months

officers of or in the employment of a company which is. or within

the said twelve months was, an officer of the company to which

the Statement relates.

(3) The statement shall be submitted within twenty-one days

from the relevant date or within such extended period as the Official

Recei ver or the Court may for special reasons appoint.

(4) An y person making or concurring in making the

statement and affidavit required by this section shall be allowed, and

shall be paid by the Official Receiver or provisional administrator. as

the case may be, out of the assets of the company such costs and expenses

incurred in and abou t the preparntion and making of the statement and

affidavit as the Official Receiver may consider rea'iOnable subject to an

appeal to the Court.

The Official Receiver, if he thinks fit, may -

(5)

(a) at any time release a person from an obligation imposed

on him under subsection (I) or (2) of this section; or

either when giving the period mentioned in subsection

(b)

(3) of this section or subsequently. extend the period so mentioned.

and where the Official Receiver has refused 10 exercise a power

conferred by this subsection. the Court. if it thinks fit . may exereise it.

(6) Ifany person, without reasonable excuse, makes default

in complying with the requirements of this section, he shall be liable to

a penalty, and, for every day during which the default continues, to a

further penalty.

(7) Any person stating himself in writing to be a creditor or

contributory of the company shall be entitled personall y or by his agent

at all reasonable times, on payment of the prescribed fee, (Q inspect the

statement submitted in pursuance of this section, and to a copy thereof

or elltrocttherefrom.

(8) In this section the ellpression "relevant date" means. in

a case where a provisional administrator is appointed. the date of his

appointment. and. in a case where no such appointment is made. the

date of the winding up order.

21:7. (1 ) In a case where a winding up order is made. the OffICial

Receiver shall, as soon as practicable after receipt of the statement to

be submitted under section 226 of this Act or, in a case where he or the

Court orders that no statement shall be submitted, as soon as practicable

after the date orllle order, carry out such investigations as he may deem

appropriate and submit to the Coul1 a preliminary repon. if any. as he

thinks fit -

as to the amount of share capital issued, and paid up,

(a)

and lhe estimated amount of lhe assets and liabilities;

iflhe compan y has failed, as 10 lhe causes ofthe failure ;

(b)

(c) whether in his opinion funherenquiry is desirable as 10

any mruler relating to the promotion, fomllltion or failure of the

company or the conduct of the business thereof.

The Official Receiver may also, if he thinks fit , mate a

( 2)

fUl1her repol1, or funher repons, stating the manner in which the

company wa.<; fouhed and whether in his opinion any fraud has been

commined by any person in its promotion or fonnation orby any officer

of the company since the fomm'ion thereof, and any other maller which,

in his opinion. is desirable to bring to the notice of the Cowt.

If the Official Receiver states in IIny such funher repon

(3)

that in his opinion a fmud has bL-en corrunilled as specified in subsection

(2) of this section, the Coun shall have the further powm provided in

section 260 of this Act. without prejudice 10 lhe exercise of any other

powers it may have.

Chapltr III _ Liquidators In a .... inding up by tht Court

Appoioo-- administrator

The Court may by order appoint a provisional

228. (1)

at any time afte r the presentation of a winding up

application and before the making of a winding up order, and either lhe

Official Receiver or any O(her competent person may be so appointed.

(2) The provisional administrator shall carry out such

fu nctions and powers in relntion to the ad ministration of the estate or

business ofthe company as theCoun may specify in the order nppointing

him.

(3) The provisional administrator holds office until such

lime as the winding up order is made or the winding up application is

dismissed unless before such time Ile resigns Of he is removed by the

Coun upon good cause being shown.

129. (I) 11le Official Receiver. by vin ue orhis off KC, becomes

the liquidatorofthe company and continues in office untillUlOlherperson

becomes IiquidalOf under tile provisions of this TItle.

(2) The Official Receiver is, by virtue of his office, the

liquidator during any vacancy.

(3) At any time when he is the liquidator of the company,

the Official Receiver may summon separate meetings ofthe company's

creditors and contributories for the purpose of choosing a person to be

liquidator of the company in ploce of the Official Receiver.

(4) It shall be the duly of the Official Receiver to summon

meetings under subsection (3)ofthis section if he is at any time requested

to do so by one-fourth in value of the company's creditors.

Without p~j udice to the provisions of subsections (3)

(S)

and (4) of this section, the Official Receiver shall within a period of

twelve weeks from the date of the winding up order give notice to the

Court and to the company's creditors and contributories of his intentions

whether or nOl to summon the said meetings. The notice shall indicate

the right of the creditors arising under subsection (3) o( this section.

230, (I) The provisions of this section shall apply where a Ch,.....,rUqnkl_

company is being wound up by the Coun and separate meetings of the :=~

company's creditors and contributories are summoned for the purpose .-rib. ' -...

of choosing a pel50n to be I)quidator of the company in accordance

with section 229 of this Act.

(2) The creditors and the contributories at their respective

meetings may nomi nate a person to be liquidator. The nomination by

the creditors shall be made by resolution of the creditors. and the

nomination by the company shall be made by extraordinary resolution

of the company.

(3) The liquidator shall be the person nominated by the

creditors or. where no person has been so nomi nated. the person, if an y.

nominated by the conlributorics.

(4) Where no person is nominated by either the creditors or

the contributories to act as liquidator. the Official Receiver may. at any

time, apply to the Court for the appointment of a liquidator.

231. ( 1) The dates of meetin""

of creditors and contributories cndilOrl

t>~

shall be fixed and the meetings shall be summo ned by the liquidator. CJ3IIlri ...........

(2) The notices of meetings of creditors and contribUlories

shall state the ti me and place appointed (Of the respective meetings.

232. ( I) In the case of a nrst meeting of creditors or of an CnodjlOrl""'!ed1l>

adjoummentthereof a person shall not be entitled to vote a.~ a creditor """'.

unless he has duly lodged with the liquidator. not latcr than the ti me

mentioned for that purpose in the DOtice convening the meeting or

adjourned meeting, a proof ofthedcbt which he claims to be due to him

from the company,

(2) In thc case of a subsequent meeting of creditors held in

a winding up by the Court, a person shall not be entitled to vOle as a

creditor unkss he has lodged with the liquidator a proof of the debt

which he claims to be due to him from the company and such proof has

been admilled wholly or in part before the date on which the meeting is

held.

(3) The Chainnan as provided for in subsection (3) of

section 297 of this Act shall have power to admit or reject a creditor's

proof of his debt for the purpose of vOling, but his decision shall be

subject to appeal to the Court. If he is in doubt whether a creditor's

proof of his debt shall be admilled or rejected, the chainnan shall mark

it as objected to and allow the credi tor 10 vote, subject 10 the vote being

declared invalid in the event of the objection being sustained.

(4) A gUatafltor ofa debt owed by the company shall DOl be

deemed a creditor for the purposes of this Title unless he has discharged

the guaranteed debt in full .

233. ( 1) The Official Receiver shall also give to each of the

officers of the company who, in his opinion oUght to attend the first

meetings of creditors and contributories, seven days' nOliee of the time

and place appointed for each mceting.

(2) It shall be the dul y of every officer who is given notice

of such meeting to attend if so required by the Official Receiver and if

such officer fails to allend the Official Receiver shall report such failure

10 lhe Court.

234. ( I) The Official Receiver shall also. as soon as pr1lclicable

before the fi rst meeting, send to each creditor mentioned in the

company's statement of affairs. and 10 each person appearing from the

company's accounling records or otherwise 10 be a contribulory of the

company. a summary of the company's statement of affairs, including

lhe cnuses of its failure . and any observations Ihereon which the Official

Receiver may think fit 10 make, but the proceedings at n meeting shall

not be invalidated by reason of any summary aforesaid nOI having been

scnt or received before lhe meeting.

(2) Where prior 10 the winding up order, winding up of the

company has commenced vol untarily. the Official Receiver may. if in

his absol ute discretion be secs fit to do so. send to the pcrsons aforesaid

or any of them an account of such voluntary windi ng up showing how

such winding up has been conducted and how the propcny of the

compan y has been disposed of and any funhcr observations he may

think fit to makc.

235. <I) Where in the winding up of a company by the Coun a

person other than the Official Rcceivcr is appointed liquidator. that

person -

(.) shall not be capable of acting as liquidator until he has

notified his appointment to the Registrar;

(b) shall give the Official Receiver such information and

such access toand facilities forinspccting the accounlS. accounti ng

records and documenlS of the company and generally such aid as

may be requisite for enabling the Official Receiver to perform his

duties under this Act.

(2) The Registrar s hall on receipt of the notice of

appointment specified in paragraph <a) of subsection (1) of this section

register it.

(3) Until the person appointed to act as liquidator is capable

of acting within the meaning of panagraph (a) of subscaion ( I) of this

section. the Official Receiver shall continue to act as liquidator.

236. ( 1) A liquidator appointcd in acco rdancc with the 0 . ,woo __

provisions of scaion 230 of this Act may resign or, on the application ....

of any creditCM' or cootributOl'y. may be removed by the COlIn if it is

satisfied that there exist sufficient grounds fOf his removal.

(2) Where a person other than the Official Rcceivcr is

appointed liquidator, he shall be remunerated on such basis as the Coun

may direct.

(3) More than onc person may be appointed to exercise the

function of liquidator of a company. and the remuneration of each

liquidator 50 appointed shall be determined on such basis as the Coun

may direct.

(4) A vacancy resulting from the death or resignation of a

liquidator or from his removal by the Coun, shall be filled by the Coun.

(5) If more than one liquidator is appointed by the Coun,

the Coon shall declare whether any act which is by this Act required or

authorised to be done by the liquidator is 10 be done by all or anyone or

more afme persons so appointed.

(6) SubjeCl IO the provisions of section 305 of thi s Act. the

acts of a liquidalOr shall be valid notwithstanding any defects that may

afterwards be discovered in his appointment.

237. Where a company is being wound up by the Court. the

liquidator or the provisional administrator, as the case may be, shall

take into his custody or under his control all the property and all rights

to which he has reasonable cause 10 believe the company to be entitled.

238. (I) The liquidator in a winding up by lhe Court shall have

the power, with the sanction either of the Court or of the liquidation

committee appointed under the provisions of Chapler IV of this Sub·

Title -

(a)

10 brillgarlo defend any action orothcr legal proceeding

in the na~ and 0 11 behalf of the company;

to carry on the business of the co mpany 50 far as may

(b)

be necessary for the beneficial winding up thereof;

(c)

10 pay creditors according to their mnk.ing at law;

(d) to make any compromise or arrangement wilh creditors

or persons claiming to be creditors. or having or alleging themselves

10 have any claim. present or future. cenain or contingent,

asccnained or which may be duc in damages against the company

or whereby the company may be rendered liable, and 10 refer any

such matter to arbitration;

(e) 10 make calls on contributories or alleged contributories

and 10 effect any compromise or arrangement in relation to debl~,

liabilities and claims of the company present or future, cenain or

contingent. ascenained or which may be due in damages, subsisting

or supposed to subsist between Ihe company and a contributory or

alleged contributory or other debtor or alleged debtor, and all

questions in any way relating to or affecting the asse ts or the

winding up of the company. on such tcmu as may be agreed, and

take any security for the discharge of any such call, debt, liability

or claim and give a complete discharge in respect thereof;

(0 to represent the company in aJ1 matters and to do all

suc h things as may be necessary for winding up the affairs of the

company and distributing its assets.

(2) The liquidator in a wi nding up by the Coun shall, in

panicular, have the power -

to sell the movable and immovable property, including

(a)

any right, of the company by public' auction or private agret:ment

with power to transfer the whole or any pan thereof

to do all acts and 10 execute, in the name and on behalf

(b)

of the company. all deeds, receipts IIlftI other documents;

(c) to raise on the security of the assets of the company any

money requisite;

(d) to appoint a mandatory to act for him in his capacily as

ijquidator for particular purposes.

(3) The exercise by the liquidator in a winding up by the

Coun o:f the powers conferred by this section shall be subjea 10 the

control of the Court, and any credilor or contributory may apply 10 the

Coun with ~pect 10 any exercise or proposed exercise of any of those

powers

Provided thaI the Court may provide by any order that the

liquidator may, where there is no liquidation committee, exercise any

of the powers mentioned in paragraphs (a) Of (b) of subscctlon ( I ) of

this section without the sanction of the Court.

239. (I) Subjec1to the provisions of this Act. the liquidalor of ~',. 7" ..: ..... aI

a company which is being wound up by the Court shall, in the F.~"

administration of the asSCfs of the company and in the distribution therrof

among its creditors. have regard 10 any directives that might be given

by resolution of the creditors or contributories at any general meeting

or by the liquidation committee, and any directives given by the creditors

and contributories in common shall, in case of conflict with any

directives given by the liquidation committee, be deemed 10 override

such latter directives; otherwise the direaives given by the liquidation

conunlttee shall prevail.

The liquidator may sununon general meelings of the

(2)

creditors or contributories for the purpose of ascertaining their wishes,

and it shall be his duty to summon meetings III such times as the creditors

or contributories. by resolution, either at the meeting appointing the

liquidaloror otherwise, may direa, or whcnever requested in wri ting 10

do so by one-founh in value: of the creditors or contributories, as the

case may be.

(3) The liquidator may apply 10 the Court for directions iD

relation 10 any particular maller arising under the wiodin, up.

(4) If any person is aggrieved by any act or decision of the

liquidator. that person may apply to the Court and the Court may confinn,

reverse or nlO<tir-y the act or decision complained of, and make such

order on the nmt ter as illhinks j ust.

240. Every liquidator of a company which is being wound up by

the Coun shall keep proper books in which he shall cause 10 be made

entries Of minutes of proceedings al meetings. and of such othermalters

as may be prescribed.

241. (1) Upon his appointrnc:nt the liquidator shall notify the

Registrar of any bank. arxount which the liquidator shall use for the

purposes of t(ccdving and making payments on behalf ofme company.

The liquidator shall not be entilled 10 receive and make payments until

he has made such notification.

(2) If any such liquidator retains for more than ten days.

sum exceeding [WO hundred liri or such other amount as the Registrar

in any panicular case aud)()rizcs him 10 retain. then, unless he explains

the retention (0 the satisfaction of the Registrar. the liquidator shall pay

interest on the amount so retained in excess, at the annual rate of two

percentage points above the Central Bank of Malla minimum discount

rate and shall be liable 10 forfeiture of all or such pan of his remuoeratioo

as the Court may think just. and to be removed from his office: by the

Court. and shall furthermore be liable 10 pay any expenses occasioned

by his default.

(3) A liquidlllor of a company which is being wound up by

the Court shall not pay any sums received by him a.~ liquidator into an

account or accounts other than an account or accou nts which has been

notirted to the Registrar.

(4) It shall not be lawful to issue precautionary or executive

warrants over any accounts opened by the liquidator in &CCOI'dance with

this section.

242. (I) Every liquidator of a company which is being wound

up by the Court shall. at such times as may be prescribed but not less

than twice in each year during his tenure of offi ce, send to the Registrar.

and to such other place as the Registrar may direct. an accou nt of his

receipts and payme n l~ as liquidator.

(2) The ac<:ount shall be in a proper form, shall be made in

duplicate, Md shall be duly certified by the liquidator

Provided that the: Minister may make regulations prescribing

the proper form in which the account is 10 be made .

(3) TbeRegistrar may. at thecompany'sexpense, cause such

account 10 be audited. and for the purpose of the audit the liquidator

shall furnish the audi tor appointed by the Registrar with such vouchers

and infonnation as the audilor may require and the au<\itor may at any

time require the production of and inspect any accounting records or

documcDIS kept by the IiquidalOf.

When the account has been audi ted. one copy thereof

(4)

shall be delivered to the Registrar for registration and the ()(iler copy

shall be delivered to the Court for fi ling. and each copy shall be open 10

inspection of any person on paymen t of the prescribed fee .

If an application is made 10 the Court by any creditor Co

243. (I)

orcontributory compiainingon the conductor a liquidator of acompany 1"; ........

the Court shall inquire into the mallcr and take such action thereon as it

may lhlnk expedient.

(2) The Registrar may al any time require any Iiquidator of

acompany which is being wound up by the Court to answer any inquiry

in relation to any winding up in which he is engaged, and the Registrar

may, if he thinks fit , apply to the Court to ellamine the liquidator Of any

other person on oath concerning the: winding up.

(3) The Registrot may also direct an investigation to be made

of the accounts. accounting records and documents of the liquidator.

244. (I) When the: liquidator of a company which is being It . . . ",.

wound up by the Court has realised all the: property of the company. Of Ftp~,::.!..~1oiI

so much thereof as can, in his opinion, be realised without needlessly

protracting the liquidation. and has distributed a final payment, if any.

to the creditors, and has adjusted the: rights of the: contributories among

themselves. and made a fmal return. if any, to the contributories. or has

resigned, the Court shall, on the liquidator's application, cause a report

to be prepared on the liquidator's accounts at the company's ellpense.

On being satisfied that the liquidator has complied with the requirements

of this Act and such other req uirements. if any, as may be laid down by

it and, after taking into consideration the report and any objection which

may be raised by any creditor or contributory or person interested, the

Court shall proceed 10 release the liquidator from his appointment.

(2) The Registrar of the Superior CourtS shall forthwith

deliver a notice of the release to the Registrar for registration.

Chapter IV - Llquldalion Commiltees In a winding up by

the Court

245. (I) When a winding up order has been made by the Court,

.,..- " "'"' .. the scparate

meetin g o f the cm:liton; referred 10 iD section 229 o f this

Act summoned for the purpose of choosing a liquidator in place of the

Official Receiver shall detennine further whether or not 10 appoint a

liquidation committee to act w ith the liquidator and who are to be the

members of the committee. if appoinled.

(2)

Where a liqu idlllio n committee has nO( been appoiJllcd

in accordance with the provisions of subsection (I) of this section, the

liqu idator. Other Ihan the Official Receive r, may at any time, if he thinks

fit, summon a separate meeti ng of the company's creditors for the

purpose of determining whether slIch a committee should be appointed

and, if it is so detennined. of appoi nti ng it.

(3) Where a liquidalion commillee has nol been appointed

in accordance with the provisions of subsection (1) of this section, the

liquidator, other than the Official Receiver, shall sununon a meeting of

creditors for the appointment of such a committee if he is requested to

do so by one-fourth in value of the company's creditors.

246. ( I) The liquidation committee: shall consist of 001 more

than five creditors of the company elected by the meeting of creditors.

(2) Where the meeting of creditors does not appoi nt a

liquidation committee:. the meeting of contributories may appoint one

of their members to make an application to the Court for an order to the

liquidator that D. further meeting of creditors be summoned for the

purpose of appointing a liquidation commillee.

(3) If the meeting of creditors so swnrnoneddoes not appoin t

a liquidation committee. the meeting of contributories may do so.

(4) The commillee shall then consist of nO! less than three

and not more than fi ve contributories elected by that meeting.

(5) The conunitlce shall meet at such times as they may

from time to time dt:te nnine. and, failing such appointment. at least

once every si,; months, and the liquidator or an y member of the

committee may also cal l a meeting of the committee as and whe n he

thinks necessary.

(6) A meeting of the comminee may not be held unless a

majority in num~r of the commi ttee is present and decisions shall be

taken by a majori ty in number oflhe members present at the meeting.

(1) A member of the comm ittee may resign by notice in

writing signed by him and delivered 10 the liqu idator.

(8)

If a member of the committee is absent from five

consecuti ve meetings of the co mmittee without the leave of those

me mbe rs wh o togethe r with himself represe nt the c red itors or

cOnlributories. as the case may be, his office shallthcreupon become

vacant.

A member o f the commillcc may be re moved by a

(9)

resolution of a meeting a rlhe creditors, if he represents creditors, or by

a resol ution of a meeting of the contribu to ri es, if he rep resents

contributories, in accordance with section 298 of this Act

Provided tha! at least seven days' notice of the mee ting has

been given. Slating the object of the meeting.

( 10) On a vacancy occuning in the co mmittee, the liquidlltor

shall forthwith summon a meeting of credit ors or contri butories, a.~ the

case may requi re. to fill the vacancy, and the meeting may. by resolU1ion,

re-appoi nt the same or appoint another creditor or contributory to fill

the vacancy

Provided that if the liquidator, having regard to the state of in

the winding up, is of the opinion that it is unnecessary for the VBeancy

to be filled he may apply to the Coun and the Court may make an order

that the vacancy shall not be fiUcd, or shall nO( be filled except in such

circumstances as may be specified in the order.

The continuing members of the committee, if not le.~s

(11)

than two, may act notwithstanding any vacancy in the committee.

Where there is no liquidation committee, the Official l'\i*a,olO!l'ocbl

247. Receiver may, on the request of the liquidator, do any act or thing or

give any direction or pennission which is by this Act authorised or -

req uired to be done by the committee.

Chapter V - General Powers of the Court in a winding up hy

the Court

248. (I) Thc Coun may at any time after a winding up order, ~" ""'Y

on the application either of the liquidator or the Official Receiver or windin£ "P.

any creditor or contributory, and on proofw the satisfaction of the Coun

that all proceedings in relation to the winding up ought to be stayed,

make an order staying the proceedings, for such duration and on such

tennsand conditions as the Coun thinks fit. An y such Slay of proceedings

shall not affect the continuing validity and operation of the winding up

orders.

(2) On an application under this section the Coun may.

before making an order. requin: the Official Receiver Of" liquidator 10

furnish 10 the Court:l report with respect 10 any facts or matters which

Im in its opinion relevallllo the application.

A copy of every order made under this section shall

(3)

fonhwith be forwarded by the Registrar of the Superior Couns 10 the

Registrar for regislnttion.

149. As soon as may be after making a winding up order, the

Court shall dr1lw up a list of contributories and shall have the power 10

rectify the regiS(crof members, ifrcquired. and shall cause the assets of

the company 10 be collected, and applied in the discharge of the

company's liabilities in accordance: with the provisions of section 302

of this Act

Provided thai, where it appears 10 the Court that il will 001 be

necessary 10 make calls on or adjust the righls o f coolributories, the

Court may dispense with the drawing up of a lisl of contributories.

250. 1be Coun may,at any time after making a winding uporda,

require -

(a) any contributory for the time being on the list of

contributories: and

(b) any penon who holds any money. pope. [y or ac:counr:iog

records and documents in his hands to which the company is prima

facie entitled, to pay, deliver, convey, transfe r or O(herwise hand

over such money. propeny. accounting records or documents to

the liquidal:or fonhwith or within such time as the Coun directs,

The Court may at any time after making a winding up

151. (I)

order, make an order on any contributory for the time being appearing

on the list of contributories to pay, in the manner directed by the order.

any money due from him to the company, exclusive of any money

payable by him by virtue of any call in pursuance of the provisions of

this Act.

(2) When all (he creditors are paid in full. any money due

on any account whatever 10 a contributory from the comlJilDY may be

set-Qff against any subsequent call made on him.

lSl. (I) The Court may. 81 any lime after making a winding !':=.'b mah

up order. and either before or after it has ascertained the s ufficien cy of

the assets oflhe company, make calls on all or any orllle contributories

forthe time being appearing on the lis t of contributories 10 thcextent of

their liability. for payment of any money whic h the Court conside rs

necessary to satisfy the debts and liabilities of the company. and the

COSlS, charges and expenses of winding up. and for the adjustment of

the rights of the COfItribulories among the mselves. and make an orde r

for payment of any calls so made.

(2) In making a call the Coun may take into consideration

the probability that some orllle contributories may panly or fully fail to

pay the cal l.

253. An order made by the Coun on a contributory s hall. SUbject Onietof Courtto'"

10 any right of appeal, be conclusive evidence that the mo ney, if any, ::::::.-:-

thereby appearing to be due or ordered 10 be paid. is due: and all other

pertinent matters stated in the order shall be taken as truly stated a.~

against all persons and in all proceedings.

254. (1) The liquidator or provisional administrator may. if Appoinun<nIof

satisfied that the nature of the estate or business of the company. or the .,... .. -....

interests of the creditors or contributories generally. require the

appointment of a special manager of the estate or business of the

company other than himself. apply to the Court. and the Court may. on

such application. by order appoint a special manager of the said estate

or business to act during such time as the Court may direct. with such

functions and powers as may be entrusted to him by the Court in the

order appointing him. The special manager shall restrict his activities

to the said functions and powers and to such acts as may be necessary

or consequential thereto.

(2) The special manager shall give an account of his

management as the Court may direct.

(3) The special manager shall receive such remuneration

as may be fixed by the Coun.

255. The Court may fu a lime or times within which creditO rs Fi.ln, ofdmdor

are to prove their debts or claims or to be excluded from the benefit of proof.of <kbl.

any distribution made before those debts are proved.

256. The Court shall adjusllhe rights of the contributories among

themselves and distribute any surplus among the persons entitled thereto.

257. (I ) The Court may. at an y time after making a wioding 1 ............ 01' _

up order. make such order for inspection of accounts, according records oI ~.

and documents of the oompany by creditors and contributories as the

Court rhino fit, and any wx:ounts. aor;ounting ~ and documents

in the possession of the company may be inspected by creditors and

contribl.uories in accordance with that order.

(2) Nothing contained in this section shall be construed as

excluding or restricting any rights deriving from any law of Malta of a

government department or other authority or person acting under the

authority of any such department or authority .

258. ( I) The Court may, in the event of the assels being

"'.pb , ' ...... ""'Ilf insufficient to satisfy the liabilities, make an order as 10 the payment

OUt of the assets of the costs, charges and expenses incurred in the

dissolution and winding up in such ordcr ofpriority as the Court thinks

(2)

In 50 doing the Coun shall have regard 10 the following

general order of priority -

(a) expenses properly chargeable or incurred by the Official

Receiverorthe liquidator in preserving, realising or collecting any

of the assdS of the company

(b) any other expenses incurred or disbu~mcnls made by

the Official Receiverorunder his authority, including those incurred

or made in carrying on the business of the company;

(c) the remunention ofthc provisional administrator, ihny;

(d) the costs of the applicant, and of any person appearing

on the application whose costs an: a1l0wed by the Coun;

(e)

the remuneration of the special manager, if any;

any amount payable to a person employed or authorised

(f)

to assist in the preparation of a statement of affairs or of account;

(g) any allowance made by order of the Court, towards costs

on an application for release from the obligation to submit a

statement of affairs, or for an cxtcnsion of time: for submitting

such a statement

(h) any necessary disbursements by the liquidator in the

course of his administration, including any expenses incurred by

members of the liquidation committee or their representatives and

allowed by the liquidator

0)

the remuneralion of any person employed by the

liquidator 10 perfonn any services for the company. as required or

authorised by the provisions o f Ihis Act

the re muneration of the liquidator.

(j)

259. The Court may, at any lime after the appointment of a SUmIDoolotcof

provisional administralororthe making of a winding up order, summon :-:.:' ...... r - r

before it any officer of the company or person known or suspected 10 of ...... $ ', .

have in his possession any property of the company or supposed 10 be ...,~

indebted 10 the company. and any petSOII whom the Coon deems capable

of giving infonnation concerning the proJtl()(ion. formation. trade,

dealings. affairs or property of the company. The Court may require

any such officer or person to produce any accounting records and

documents in his custody relating 10 the company.

260. (I) Wherea winding up order has been made by the Coun,

.......... ion d

and the Official Receiver has made a report under this Act stating that

"'"'_" ono:!

in his opinion a fraud has been committed by any person in the promotion ~ .

or formation of the company or by an officer of the company in relation

to the company since its formation, the Court may direct that person or

officer to attend before the Court on a day appointed by the Court for

that purpose and be ellamined as to the promotion or formation or the

conduct of the business of the company or as to his conduct and dealin gs

as officer lhert:of.

The Official Receiver shall take part in the ClIaminatkm,

(2)

and for that purpose may be assisted by tne: Attorney General.

The liquidator, where the Official Receiver is not the

(3)

liquidator, and any creditor or contributory may also take part in the

euminntion either personally or represented by an advocate.

The Court may put such questions to the person referred

(4)

to in subsection ( I) of this section as the Court thinks fi t.

The person shall be ClIamined on oath and shall answer

(5)

all such questions as the Court may pUl or allow 10 be PUI to him.

(6) A person ordered to be examined under this section shall,

before his ell3mination, be furni shed with a copy of the Official

Receiver's report and may, al his own cost be assis ted by an advocate,

who shall be at liberty to put to him such questions as the Court may

deem fit for enabling him to explain or qualify any answers given by

him

Provided that, if any such person applies to the Court to be

discharged from any charges made or suggested against him, it shall be

the duty of the Official Receiver 10 appear on the hearing of the

appliclltion and cal l the atte ntion of the Coun to any matters which

appear 10 the Official Receiver 10 be relevant. and if the Court, after

hearing any evidence given or witnessescaJled by the Official Receiver,

grants the application. lhe Court may allow the applicant such costs as

in its discretion it may think fit .

Notes of the enminlltion shall be taken down in writing,

(7)

and shall be read oyer lO orb),. and signed by. the person examined. and

may thereafter be used in evidence against him, and shall be open 10 the

inspection of any creditor or contrib utory al all reasonable times.

(8) The Coun may, if it thinks fit. adjourn the examination

from time 10 time.

An examination under thi s section may. if the COIJn so

(9)

directs. be held before a Magistrate. and the powers of the Coun may.

in any such case, be exercised by the Magistrate before whom the

examination is held.

261. The Coun, aI any time before or after making a winding up

order, on proof of probable cause for believing that a contributory is

about to leave Malta o r otherwise to abscond or to remove or conceal

any of his property for the purpose of evading payment of calls or of

avoiding examination respecting the affairs of the company, may cause

the contributory 10 be precluded from leaving Mnlla and his accounting

records. documellts and movable propeny to be seized. and the Coun

may further order the contributory'S detcntion and the safekeeping of

his accounting records, documents and movable property until such

time as the Coon thinks fit.

262. Any powers conferred by this Act on the Coun shall be in

addi tion 10 any powers exercisable by any person under lhis Act of

instituting pnx«dings against any contributory or debtor of lhe company

or the estate of an y contributory or debtor for the recovery of any call

or other sums.

263. The powers confem:d and the duties imposed on the Court

by this Act in respect of the following matters -

(a) the holding and conduct of meetings to ascenain the

wishes of credi tors and contributories;

(b) the drawing up of lists of contributories and the

rectifi cation of the register of me mbers. if requ ired, and the

collection and application of assets;

(c) the payment, delivery, conveyance, surrender ortransfer

of money, property, accounting n:cords or documents to the

liquidator;

(d) the making of calls;

(e) the fixing of a time within which debul and claims must

be proved;

may, subject to the provisions oflhis section or an y other provision of

this Aa. be exercised or pcnoillled by the liquidator, subject 10 the control

of the Court

Provided that lhe liquidator shall not, without the spccial lcave

of the Coun, rectify the regisler of members and shall not make any call

without either the special leave of the Court or the sanction of the

liquidation conunittee.

5111;1", of....,., of

:;.'i':' ~1bo

264. (I) When theaffairs ofthecompany have been completely

wound up and the requirements of section 244 of this Act have been

complied with, the Court shall make an order thal tbe name of the

company be struck off the register from the date of the order.

A copy of the order shall within fourteen days from the

(2)

date thereofbe fOlWarded by the Registrar of the Superior CourtS to the

RegislflIf who shall comply therewith.

SUB·TITLE 11 - VOLUNTARY WI NDING UP

Chapter 1- General Provisions

265. ( I) When I company has passed a resolution for jIIo";W"!m;:-

dissolution and consequential voluntary winding up, it shall, within ~ , 'of-'

fourteen days after the passing of the resolution, delive r a nolice of the ""'.....,..-

resolutiooto the Registrar for registratm.

(2) If default is made by the company in complying with

this section, every liquidator or offi cer oflhc company who is in default

shall be liable to a penalty, and. for every day during which the default

continues. 10 a further penalty.

266. Where a company is dissolved in accordance with the ~ofdWolW<Jn

provisions of paragraph (b) of subsection (I) of section 214 of this Act, =." t:~

the date of dissolution shall be the date of the passing of the resolution

for dissolution and consequential voluntary winding up or such later

date as may be specified in the said resolution

Provided that where the Court has ordered that the company

be wound up voluntarily by vinue of tile provisions of subsections (3)

of section 214 of this Act, the date of dissolution shall be detennined in

accordance with the provisions of subsection (2) of section 223 of this

Act.

267. (\) In case of a voluntary winding up. the company shall,

from the date of dissolution, cease to carry on its business except so far

as may be required for the beneficial winding up thereor.

(2) Any transfer of shares. not being a transfer made with

the !>aflclion in writing ofthe liquidator, and any alteration in the status

of the me mbers nrttle company, made after, or so as to have effect after,

the date of dissol11lion, shall be void.

268. (1) When it is proposed 10 dissolve and wind up acompany

voluntarily, in accordance with paragraph (b) of subsection (\) of section

214 of this Act, the directors ofllle company. or in the case of a company

having more than two direclOrs, the majority of the directors, may, at a

meeting ofthe directors make a declaration to the effect that they have

made a full inquiry into too affairs of the company, and that, having so

done, they have fonned the opinion that the company will be able to

pay its debts in full within such period not exceeding twelve months

from the dale of dissolUlion as may be specified in the declaration.

(2) A declaration made as in accordance with subsection

(I) of this section shall have no effect for the purposes of this Act

unles.~-

(a) it is made within the month immediately preceding the

date of the passi ng of the resolution for dissolut ion and

consequential voluntary winding up of the company and is

delivered to the Registrar for registrntion together with the n(){ice

of the said resolution pursuant to subsection (1) of section 265 of

this Act; and

(b) it contains a statement of the company's assets and

liabilities made up to a date not earlier than the date of the

declaration by more than three months.

(3) When the Coun has ordered that the company be wound

up voluntarily by nature of the provisions of subsection (3) of section

214 of this Act, the Coun shall. before making the winding up order

require the directors of the company to make the declarations referred

to ill subsection (1) of this section within such time as it may establish

and the provisions of subsection (1) and of paragraph (b) of subsection

(2) ortbis section shall apply accordin gly.

(4) Any director of a compan y making a declaralion under

this section without having reasonable grounds for the opinion that the

company will be able 10 pay its deb«s in full within the period specified

in the declaration. shall be guiby of an offence and liable on conviction

10 a fme (mu//a)of not more than twenty thousand liri or 10 imprisonment

for a term not exceeding three years or to both such fine and

imprisonment: and if the debts of the company are not paid or provided

forin full within the period Slalcd in the declaration. it shall be presumed

until the contrary is shown that the director did not have reasonable

grounds for this opinion.

A winding up in re lation 10 which a declaration has been

(5)

made and delivered in accordance with this section is in this Act referred

to as "a members' voluntary winding up", and a winding up in re lillion

10 which a declaration has not been made and delivered as aforesaid is

in this ACI referred to as "a creditors' voluntary winding up",

Cbapter 11 - ProvlsiollS applicable to a members' l'oluntary

winding up

269. The provisions contained in sections 210 to 21:5 oflhis Act

shall, subject 10 lhe provisions of section 216 Of lhisAct, apply in relation -"<n'

10 a members' voluntary winding up.

270. (I ) 1becompany shall by extmordinary resolution appoint .• """", '.

a liquidator for the purpose: of winding up the affairs and distributing :~oI.:-"'"

the assets of the company, and may fix lhe remuneration 10 be paid to Ii<p .......

him.

(2) EKcept where a company has appointed a liquidator at

the meeting at which the extraordinary resolution referred 10 in pamgraph

(b) of subsection (1) of section 214 of this Act has been passed, lhe

directors shall call a general meeting of the company, 10 be held within

thlny days after lhe dale of the dissolution, for the purposes of subsection

(1 ) of this section.

(3) !f ror any cause whatsoever, a liquidator is nOl appointed

by Ihe general meeting, the directors shall apply 10 the Coun for the

appointment of a liquidator and lhe appointment shall be made by the

Coun ; the application to the Coun for the appointment of a liquidator

under this subsection shall be made by the directors of the company

within fourteen days from the dale for which the general meeting referred

10 in subsection (2) of this section was summooed.

(4) If defauil is made by the diredon in complying with

the provisions of subsections (2) and (3) o(this section, evcry director

who is in default shall be liable 10 a penalty, and, for every day durin g

which the default continues, to a further penalty.

(5)

Notwithstanding the preceding subsections of Ihis

section, where the Coun has ordert:d that the company be wound up

voluntarily by virtue of the provisions of subsection (3) of section 2 14

of this Act, and a declaration has been made in accordance with section

268 of thi s Act, the Court shall in the winding up orde r, at its sole

discretion. either appoint a liquidator for the purpose of winding up the

affairs and distributing lhe assests of the company and shall fix the

remuneration to be paid to him; or give the necessary directives for the

holding of a general meeting for the purpose of appointing a liquidato r

and for the fixing of the remuneration 10 be paid to him.

(6) A liquidator appointed in accordance with the proviSions

of this section may be removed by extraordinary resolution of the

company; ellcept where he has been appointed by the Court in tenns of

this section.

271. ( \ ) If a vacancy occurs by death. resignation or removal

in the office of liquidator appointed by the company. the company shall

by eXlraordinary resolution fill the vacancy.

(2) For the purposes of subsection (1) of this section. a

general meeting shall be convened by any member. contributory or. if

there were more than one liquidator. by the continuing liquidator or

liquidators and notice thereof shall be given within fourteen days of the

occurre nce of the vacancy referred 10 in subsection (1) of this section .

(3) The general meeting shall be held in the manner provided

by this Act or by the memorand um and articles. or in such manner as

may. on the application of any member. contribulory or by the continuing

liquidator. be detennined by the Court.

(4) If£or any cause whatsoever a liquidator is not appointed

in the manner specified by subsection ( I) of this section. an y member.

cootributory orthc continuing liquidator or iiquidatlm may. at any ti me

thereafter. appl y to the Court for the appoi ntment of a liquidator, and

the appointment shall be made by the Court .

272 . (I) I f the liqUIdator

'

. . wter

, a d ec I aratlon

. . IS

is, at any lime

made in accordance with section 268 of this Act, of opinion that the

company will not be able 10 pay its debts within the period stated in the

said declaration. he shall forthwith summon a II1CCting ofthe creditors.

and shall lay before the meeting a statement of the assets and liabilities

o(the company and the provisions of section 276 of this Act shall apply.

(2) If the JiquidalOr fails to co mply with the prov isio ns of

this section, he s hall be liable to a penalty.

273. ( I) S ubject to the prov isions o f section 276 of this Act, in Uqui<IIIoYIO bold

the event of the winding up continuing for more than twelve months. ~wn;;;

the liquidator shall summon a general meeting of the company at the Ol<ICi<u:.r",!:.

end of the fi rst period of twe lve months from the co mmencement ofllle ..... rwd"" mmlho.

winding up. and of each succeeding period of twelve months, or at the

fi rst convenient date within three months from the end of the period of

twelve months, or within a longer Icnn as the Registrar may allow. and

shalt lay before the meeting an account of his acts and dealings and of

the condu ct of the winding up during the preceding twel ve months.

includi ng a s ummary of receipts and e xpenditure.

If the liquidator fails to compl y with the provisions of

(2)

subsection ( I) of this section he shall be liable 10 a penalty.

(3) A member or me mbers holding not less than one-tenth

of the paid up share capital having the right to vote at general meetings

of the company may at any time, by request in writing require the

liquidator to conve ne a general meeting of the company. Such request

shall be signed by such member or members and shall state the objects

of the meeting.

274. ( I) Subject to the provisions of section 276 of this Act. as FWIII

soon as the affairs of the company are fully wound up. the liquidator

shall make an account of the winding up, showing how the winding up

has been conducted and how the property of the company has been

disposed of. and shall draw up a scheme of distribution indicating the

amount due in respect of each share from the assets of the company.

where applicable. and he shall cause the account to be audited by one

or more auditors appointed by ordinary resolution of the company. or

in default by the Court. The liquidator shall therefore call a general

meeting of the company for the purpose of laying before it the account

and scheme of distri bution. if any. together wi th the auditors' report,

and giving any u planation thereof.

(2) Wi thi n seven days after the meeting, the liquidator shall send

to the Registrar acopy of the accoun t and of the scheme of distribution.

if any. togetner with the audi tors' report. and shall make a return to him

of the holding oflhe meeting and of its date. and if the copy is not sent

orthe return is nO( made in accordance with this subsection the liquidator

shall be liable to a penalty. and. for every day during which the default

continues. to a further penalty

Provided that. if a quorum is nOl present at the meeting. the

liquidalor shall, in lieu of the return mentioned in this subsection. make

a return that the meeting was duly summoned and that no quorum was

present thereat. and upon such a return being made the provisions of

Ihis subsection as 10 the making of the return shall be deemed 10 ha,'c

been complied wi th.

(3) If the liquidator fails 10 call a general meeting of the

company as required by this section, he shall be liable to a penalty.

(4) The prov isions of section 153 of this Act shaU apply to

an auditor appointed in terms of subsection (1) of this section, and the

words ''the iasllhree years" in the said section 153 shall be construed as

referring to the last three years immediately preceding the date of

dissolution. Such auditor shall not be a person who has held the office

of auditor of the company al any time during the last three years

immedimcly preceding the date of dissol ution.

275. (1) The Registrar. on receiving the account and the scheme

of distribution. if any, together with the auditors' repon and either of

the returns mentioned in subsection (2) of section 274 of this Act, shall

forthwith register thl:m, and on the expiration oflhree months from the

publication of the notice referred to in paragraph (e) of subsection (I)

of section 40 1 of this Act, the Registrar shall strike the name of the

company off the register.

Provided that the Court may, on the application filed within

the said period of three months by the liquidator or by any other person

who appears to the Coun 10 have an interest, make an order deferring

the date at which the name ofthecompany shall be suuck off the register

for such lime and subject to such conditions as the Court may provide.

(2) When an order by the Court is made under the proviso

10 subsection ( I) of this section, the Registrar of the Superior Courts

shall forthwith forward a copy of it to the Registrar for registrntion and

lhe Registrar shall defer applying the provisions of subsection (I) of

this section in accordance with the order given by the Court referred to

in that subsection.

276. Where the proviSions of section 272 of this Act have effect.

c.. 01 sections 283 to 285 of this Act shall apply to the winding up in lieu of

sections 273 10 275. as if the winding up were a creditors' voluntary

winding up and not a members' voluntary windi ng up.

Chapter III - Provisions applicable 10 a creditors'

voiuntal")' winding up

277. The provisions of sections 278 to 285 of this Act shall apply

in relalion to a cn:ditors' voluntary winding up.

(1) Thc directors ofthecompany shaJI cause a ITIl:etingof ~ ..

278. the creditors of the company 10 be summoned for a day I)()( later than .........

the fourteenth day from the day of the general meeting of the company

at which the resolution for dissol ution and consequential voluntary

winding up is passed, and shall cause the notice of the said meeting of

the creditors to be sent by post 10 the creditors at least seven days before

the date of that meeting.

(2) The directors of the company shall -

(a) cause a full statement ofthc position of the company's

affairs, together with a list of the creditors ofthc company and the

estimated amount of their claims 10 be laid before the meeting of

the creditors to be held as aforesaid; and

appoin t one of th eir nu mber 10 preside at the said

(b)

meeting.

(3)

It shall be the duly of the director appoin ted to preside

at the meeting of creditors 10 attend the meeting and preside thereat.

Where the Court has ordered that the company be wound

(4)

up vol untarily by virtue of the provisions of subsection (3) of section

214 of this Act and a declaration in accordance with section 268 of lhis

Act has not been made. the Court shall. at its sole discretion. determine

whether or not 10 appoint a liquidalOr itself in the winding up order.

Where no liquidato r is so appointed the general meeting or the company

and the meeting of the creditors referred to in this section. shall be

summoned within founeen days from the date of lhe wi nding up order.

and notice thereof shall be given by the directors of the company at

least seven days before the date of such meetings; and the provisions of

subsections (2) and (3) of this section shall apply.

(5) The directors of the company shall cause the notice of

the meeting of the creditors referred to in this section to be advertised

once in at least one local daily newspaper.

(6) If defau lt is made by the directors. or the director. as the

case may be, in complying with any of the provisions of this section,

every director who is in default shall be liable to a penalty.

279. (1) The creditors and the company at their respective Appjot""M 0IId

meetings mentioned in seclion 278 of this Act may nominate a person ::::!.~

10 be liquidator for the purpose of winding upthe affairs and distributing

the assets of the company. The nomination of a person as liquidator by

the creditors sha1l be made by a resolution of the creditors, and the

nomination by the company shall be made by an extraordinary resolution

of the company. If the creditors and the company nominate different

persons. the person nominated by the creditors shall be liquidator. and

if no person is nominated by the creditors the person, if any, nominated

by the company shall be liquidalor.

(2) Where no person is nominated to act as liquidator by

either the creditors or the company, an application 10 the Court for the

appointment ora liquidatorshall be made by the dircclors orllle company

within fourteen days from thedate for which the meeting of the creditors

referred loin section 278 of this Act was summoned, and the appointment

shall be made by the Court.

If defau lt is made by the directors in complyi ng with

(3)

the provisions of s ubsection (2) of this section, every director who is in

default shall be liable 10 a penalty, and, for every day during which the

default continues, to a further penalty.

(4) A liquidator appointed in accordance with the: provisions

of this section may be re moved by a resolution of thc: creditors except

where he has been appointed by the Court in tenns of section 278 of

this Act or of this section.

(5) In this section, a resolution of the creditors shall have

the meaning assigned to it under section 298 of this Act.

280, (I) The creditors at the meeting to be held in pursuance

of section 278 of this Act, or al any subsequent meeting may, if they

think fit, appoint not more than five representlltives of the creditors to a

liquidation corrunittee , and if such committee is appointed, the company

may appoinl up 10 fi ve persons to act as representatives of the

contributories OD the committee

Provided thalthe creditors may, if they think fit, resolve that

all or any of thc: persons so appointed by the company ought not 10 be

members of !he liquidation committee, and, if the creditors SO resolve,

the persons mentioned in the resol ution shall nOl, unless the Court

otherwise din:cts, be qualified 10 act as members of the committee, and

on any application to the Coun under !he provisions of this subsection

the Coun may, if it thinks fit. appoillt other persons to act as such

members in place of the persons mentioned in the resolution.

(2) Subject to the provisions of subsection ( I) oflhi ssection

or as may be otherwise prescribed, the provisions of section 246 of this

Act. other than subsections ( I) [0 (4) thereof, shall apply with respect

to a liquidation committee appointed under Ihis section as they apply

with rt:spect 10 a liquidation committee appointed in a winding up by

the Coun.

The liquidation commillee or, if there is no s lIc h co mmiuee.

281. the creditors, shall fill the basis of remuneration to Dc paid to t~

liquidator or liq uidators.

282. If a vacancy occurs. by death, resignation or otherwise. in

the offi ce of a liquidator. a new IiqJJidulo r shall be appointed in

accordance with the provisions o f subsection ( 1) of section 279 of thi s

A ct

Provided that if a liquidator is not appoin ted in accordance

with the provisions of the said subsection, any member or creditor of

the company may apply to the Court for the appointment o f a liquidator

and the appointment shall be made by the Court.

In the event of the winding up continuing for more l", ,:'_.,_

283. (I)

than twelve months, the liquidator shall summon a general meeting of ~ .. ;"',~~;=

the company and a meeting orlhe creditors at the end ofthc fU'St period ,.w' ;op

of twelve months from the commencement of the winding up, and of _ ............... .

each succeeding period of twelve months, or at the first convenient

date within three months from the end of the period of twelve months,

or within a longer tenn as the Registrar may allow, and shall lay before

the med.ings an account of his acts and dealings and of the conduct of

the winding up during the preceding twelve months, including a

summary of receipts and expenditure.

(2) If the liquidator fails to comply with the provisions of

subsection (1) ormis section, he shall be liable to a penal ty.

A me mber or members holding not less than one tenth

(3)

of the paid up share capital having the right to vote at general meetings

of the compan y or one tenth in value of the creditor or creditors may, at

any time, by rt:quest in writing rt:quire the liquidator to convene a generul

meeting of the company. Such request shall be signed by such member

of me mbers. or such creditor or creditors, as the case may be, and shall

state the objects of the meeting.

184. ( I) As soon as the affairs of the compan y are fully wournl F....r_int'.

up. the liquidator shall make an account of the wi nding up, showing

how the winding up has been conducted and how the prope ny of the

company has been disposed of, and shall draw up a scheme of

distribution indicating the amount due in respect of each share from the

assets of the company, where applicable, and he shall cause the account

to be audited by one or more auditors appoi nted by resolution of the

c~itors. or in default by the Court. The liqu idator shall thereupon ca.lI

a general meeting or llle company Md a meeting or lhe creditors for the

purpose of laying the account and schern:: of distribution, if any, together

with the auditors ' report, before the meetings and giving any

explanations thereof.

(2) Withi n seven days after the dale of the meetings or, if

the meetings are not held on the same date, after the dale of the later

meeting. the liquidator shall send to the Registrar a copy orllle acco unt

and of the scheme of distribution, if any, together with the audi tors'

repon. and shall make a return 10 him of the hold ing of the meetings

and of their dates: and if the copy is nOI sent or the return is not made in

accordance with this subsection the iiquidalor shall be liable to a penalty,

and, for every day during which the default continues. 10 a fu rther

penalty

Provided that, if a quorum is not present at eithersuch meeting,

the liquidator shall, in lieu of the return me ntioned in this subsection,

make a return that the meeting was duly summoned and that no quorum

was present thereat and upon such a return being made the provisions

of this subsection as to the making of the return shall, in respect of that

meeting, be deemed to have been complied with.

(3) 1£ the liquidator fails to call a general meeting of the

company or a meeting of the creditors as required by this section, he

shall be liable to a penalty.

(4) The provisions of subsection (4) of section 274 shaU

apply to an auditor appointed in tenns of subsection (1 ) ofthis section.

ZBS. (1) The Registrar shall. on receiving the account and the

scheme of distribution, if an y, together with the auditors' report and. in

respect of each such meeting as is referred to in section 284 ofthls Act,

the return or returns as mentioned in that section, fonh with registe r

them. and on the expiration of three months from the publication oflhe

notice referred to in paragraph (e) of subsection (I ) of section 40 1 of

this Act. the Registrar shall strike the name of the company off the

registe r.

Provided that the Court may, on an application filed within

the said period of thrce months by the liquidator or by any other person

who appean; to the Court 10 have an interest, make an order deferring

the d.nteat which the name ofthe company shall be struck off the register

for such time and subject to such conditions as the Court may provide.

(2) When an order by the Court is made under the proviso

to subsection (I) of this section. the Registrar of the Superior Couns

shall forthwith forward a copy of it to the Registrar for registrotion and

the Registrar shall defer applying the provisions of subsection (I) of

this section in accordance with the order given by the Court referred to

in that subsection .

Chapter rv - Provisions applicable to every voluntary

winding up.

2.86. The provisions contained in sections 287 to 294 of this Act ProvioOu

shall apply to every voluntary wilHiing up. whether a members' or a ~=:c

creditors' vol untary winding up.

287. Subject to the provisions of this Act and of any other law as

to prderentiai debts or payments. the property of a company shall. on

its winding up. be applied in satisfaction of its liabilities pari passu,

and. subject to such Ilpplication. shall. unless the anicles otherwise

provide, be distributed among the members according to their rights

and interests in the company.

288. (I) The liquidator may -

(a) in the case of a members' voluntary winding up, with

the sanction of an ellOtraordinary resolution of the company. and. in

the case of a creditors' volu ntary wi nding up. with the sanction of

the Court or of the liquidation committee or. if there is no such

conuninee. of a meeting of the creditors. ellOercise any of the powers

given by parngraphs (c). (d) and (e) of subsection (I) of section

238 of this Act to a liquidator in a winding up by the Court

(b) without sanction. exercise any of the other powers givcn

by this Act to a liquidator in a winding up by the Court;

(c) exercise the power of the Court under this Act of drawing

up a list of contributories, which list shall be primo.faci~ evidence

of the liability of the persons named therein to be contributories;

(d) exercise the power of the Court of making calls;

(e) s ummon general meetings of the company for the

purpose of obtaining the sanction of the compan y by CJ[traordinary

resolution or for any other purpose he may think fit .

(2) The liquidator shall pay the debts of the eompany and

shall adjust the rights of the contributories among the mselves.

(3) More than onc person may be appointed to ellOercise the

function of liquidator of a company. Where more than one liquid:lIor is

appointed. an y power given by this Act may be excrcised by onc or

more of them as may he determined at the time of their appoinment. or

in default of such delermination, by any two of them acti ng jointly.

(4) Subject to the provisions of section 305 of this Act. the

acts of a liquidator shall be valid notwilhstanding any defects that may

afterwards be discovered in his appoinlment.

289. The Court may, on the applicatio n of any member, creditor

or contributory, re move a liquidator if it is satisfied that there exist

sufficient grounds to warrant his removal and appoint another JiquidaIor.

2911. (1) 1be liquidator shall, within fourteen days from his

acceptance of his appointment, de liver 10 the Regislrar for registration

a notice of his appointment stating his name and residence.

(2) If the liquidator fails to comply with the requiremen ts orthis

section he shall be liable to a penal ty, and. for every day during which

the default continues, 10 a further penalty.

291. ( \) Any IUTllngernent entered into between a company in

the course of being wound up, and its creditors shall. subject 10 the

rig ht of appeal under this section. be bind ing on the company if

sanctioned by an extraordinary resolution, and on the creditors if ,...........,ed

to by (Wo-thirds in value.

(2) Any creditor or contributory may, within fourteen days from

the completion of the arrangeme nt, apply to the Court contesting the

arrangement, and the Court may thereupon, as it thinks fi t, amend, vary

or confirm the arrangement.

292. (I) The liquidator or any member, contributory or creditor

may apply to the Court 10 detenninc any question arising in the course

of winding up of a company. orto e ~ercise, as respects lheenforcement

of calls or an y other maller. all or any of the powers which the Coun

might e;'l:ercise if the company were being wound up by the Court.

(2) The Court. if s:ltisfied that the delenninlltion of the

question or the required e;'l:ercise of power referred to in subsection ( I)

of this section will be just and benefi cial, may accede whollyorpaniall y

to the application on such tenns and conditions as it lhinks fit or may

make such other order on the application as it so determines.

(3) A copy of any order made by vi rtue of this section

staying the proceedings in the wi nding up shall forth with be forwarded

by the Registrar of the Superior Couns 10 the Registrar who shall make

a min ute of the order in the register relating to the company.

293. All costs, charges and eJtpenses properly incurred in the

winding up. incl uding the re muneration of the liquidator, shall be payable

out of the assets of the company in priority to all O(her claims. and they

shall, in so far as applicable, be paid in the order of priority established

under section 258 of this Act, unless the Court otherwise directs.

294. The voluntary winding up of a company shall nO( bar the

right of any creditor or contri butory to have it wound up by the Court.

but in the case of an application by a contri bUlory the Court must be

satisfied that the rights of the contributories will be prejudiced by a

V{llunrary winding up, and the provisions of subsection (2) of section

223 of this Act shall apply.

SUB·III L[ ID - PROVISIONS APPLICA BLE TO EVE RY

M ODE 01-' WINDING UP

Cb. pur 1- Erred orlppointmcnt of IIquicLItor.Bd

convening of meetlnp

295. O n the appointment of a liquidator, BlI the powers of lhe 1'0.6'''''

directors and of the company secretary shall cease, except as may be =~ IJId

otherwise pro vided in this Title.

296. (I) The liquidator, including the official Receiver while

oc:cupyingtheoffioc ofliquidalor, shall SUIl1fIlI)Cl all meeting!> of creditors ·

or contributories by living not k:ss than fourteen days' notice thereof in

a daily nc:wspapercirculaLing wholly or mainly in Malta: and shal l, not

less than founcen days before: the day appo inted for the meeting, scnd

by post to every person appearing in the company's accounting records

to be a creditor of the company, notice or llle meeting of creditors, and,

to every person appearing in the company's accounting records or

otherwise to be a contributory of the co mpany, notice a fthe meeting of

coo.tri bU[ories.

(2) The notice 10 each crndilor shall be sent to the address

given in the crediuJr's proof of his debt, or. if he has not proved his

debl:. to the address given in the statement of affairs of the company. if

any. orto such OIher address as may be known to the: pclWn summoning

the: meeting.

Whe:re lhere is no continuing liquidator. any member.

(3)

creditor or conuibutory may appl y 10 the Coun for directions as 10 the

summoning and holding of a meeting.

The provisions of this section shall not apply to meelings

(4)

held under section 278 or section 284 of this Act.

A certificate by the Official Receiver. or an affidavit .....,.. .........

291. ( I )

by the liquidator or creditor. or as the case may be by some officer of ~inc. III

the company, that the notice of any meeting has been duly posted. shall

be sufficientevidencc: of such notice having been duly scnl to lhe person

10 whom the same was addressed.

(2) The involuntary omission of any tJO(ice required to be

aiven by section 296 or any other provision of this Title shall not

invalidate the meetina.

Where a moc:ling is summoned by the OfficiaJ Receiver

(3)

or the liquidator. hc or someone nominated by him sball be chairman of

the meeting.

198. ( I) (a) At a meeting o f creditors a resolution shall be

deemed 10 be passed when a majority in value of the creditors

present personally or by proxy and voting on the resolution have

voted in favour of the resolution.

AI a meeting of contributories a resolution shaH

(b)

be deemed 10 be passed when a majorit y in value of Ihe

contribUlories prcsenl in pcBOn or by proxy and voting on the

resolution, ortm:e.(ourths in value ofthc contributories. have voted

in favour orllle resolution. The value of the contributories shall be

detemlincd according to the number o f V()(es conferred on each

contribulOf)' by the memorandum or articles of the company or, if

the memorandum and articles arc silenl. according 10 the value of

their respective liabililics lO contribute.

(2) Thc provisions of this Act and of the mcmomndum or

articles of the compan y with respcCllo proxies at geneml meetings of

the company shall apply to proxies at meetings of creditors and

contributories, with such modifications and adaptations as may be

required.

A copy of every resolution of a meeting of creditors or

(3)

contributories in a winding up by the Coon shall be cenified by the

Official Rea:iver or the liquidator, as the case may be, and filed in the

Registry of the Superior Couns.

Whcrt: a resolution is passed at an adjourned meeting

(4)

of any creditocs or contributories of a company, the resolution shall. for

all purposes, be U"Cated as having been passed on the date on which it

was in faa passed, and shall DOt be deemed 10 have been passed at an y

earlier date.

299. ( I) A meeting of creditors or contributories may ac t

provided there is a quorum presenl consisting of

(a) in the: case of creditors' meeting, at least three creditors.

or all the crtditors where these number less than three; and

(b) in the case of a meeting of contributories, at least three

contributories, or all the contributories where: these number less

than three.

If within half an hour from the lime appointed for the

(2)

meeting. a quorum of creditors or contribUlories, as the case may be, is

not present or represented. the mccting shall be adjourned 10 the same

day in the following week: at the same time and place or to such other

day Of lime or place as the chairman may appoint, but so that the day

appoinled shall be not less than seven and not more than twenty-one

days from the day from which the meeting was adjourned, and al such

adjourned meeting the numbe r present or represented shall fonn a

quorum IUld may act for any purpose.

The chairman may. with the consent of the meeting.

(3)

adjourn it from time to time and from place to place. but the adjourned

meeting shall be held at the same place as the original meeting unless in

the resolution for adjournment another place is specified or unless the

Co urt otherwise orders.

(4)

The chairman shall ca use minutes orllle proceedings of

meetings 10 be drawn up and properly entered in a book kept for that

purpose and the minutes shall be signed by him.

A list of creditors and contributories present at every

(S)

meeting shall be made and kept in such form as the chaimlan may deem

appropriate or as may be prescribf.-d.

300. ( I) Upon the resignation of a liquidator from his offi ce. ~~

beshalJ deliver to the Registrar for registration a notice of his resignarion :"":"-;01

and the resignation shall only become effective on such registration. liquidolnt.

(2) Where a liquidator is removed from offi ce by the Court

in accordance with the provisions of this TItle. the Registrar of the

Superior Couns shall forthwith deliver a notice of such removal to tbe

Registrar for registration.

(3) Where aliquidator has been removed by an extraordinary

resolUlion of the company in a membe rs voluntary winding up. a notice

thereof shall bedelivered tothe RegiStrar for registration by any member

of the Company who has dul y been authorised by the same resolution

or by the company in general meeting.

(4) Where a liquidator has been re moved by a resol ution of

the creditors in terms of section 298 of this Act. in a creditor's voluntary

winding up, a notice thereof shall be delivered to the Registrar for

registration by any creditor of the company who has been duly authorised

by the same resolution or by the creditor's meeting.

Chapter D _ Proof and ranking of claims

301. In every winding up of a company the assets of whi ch are

sufficiefll to meet the liabilities, all debts payable on a contingency, and

all claims against the company, presen t or future, cenain or contingent,

ascertained or which may be due in damages. shall be admissible as

proof againSl the company, a just estimate being made, so far as possible,

of the value of such debts or claims as may be subject to any contingency

or which are due in damages bUl not ascertained, or which for some

other reason do not bear a certain value.

302. In the winding up of a company the assets of which are

insufficient 10 meet the liabilities, the rights of secured and unsecured

creditors and the priority and ranking of their debts shall be regulated

by the law for the time being in force.

Chapter lll- Effects of winding up on antecedent transactions

303. Every privilege, hypothec or other charge, or tnmsfer or

other disposal of property or rights, and any payment, execution or other

act relating to property or rights made or done by or against a company,

and any obligation incurred by the company, within six months before

the dissolution of the company shall be deemed to be a fraudulent

preference against its creditors whether it is of a gratuitous nature or an

onerous nature, unless the person in whose favour it is made, done or

incurred proves that he did not know and did not have reason to believe

that the company was likely to be dissolved by reason of insolvency;

and in the event of the company being so dissolved every such fraudulent

preference shall be void.

304. (I) Where anything made or done after the appointed day

is void under section 303 of this Act as a fraudulent preference of a

person interested in property privileged. hypothecaled or otherwise

charged 10 secure the company's debt, then. without prejudice to any

rights or liabilities arising apart from the pro visions of this section. the

person preferred shall be subject to the same liabilities and shall have

the same rights as if he had undertaken to be personally liable as surety

for the debt to the extent of the charge on the property or the value of

his interest. whichever is the less . .

(2) The value of the preferred person's interest shall be

detenuincd as at the date of the transaction constit uti ng the fraudulent

preference, and shall be detennincd as if the interest were free of all

encumbrances or burdens other than those to which the charge for the

company's de bt referred to in su bsection (1) of this section was then

subject.

On any applicalion made to the Court with respect to

(3)

any payment on the ground that the payment was a fraudulent preference

of a surety or guarantor, the Coun may dclCnnine any questions with

respect 10 the payment arising between the person 10 whom the payment

was made and the surety or guarantor and to grant relief in respect

thereto.

(4) The provisions of subsection (3) of this section shall

apply. with the necessary modifications. in rt:lation to transactions other

than payments of money, as they apply in relation 10 such payments.

Chapter rv - Qu.llneation or Liquldatorlll and Prohibitloo

of Certain Transfen by Liquidators

JOS. (I) A person shall not be qual ified to act as liquidator ~ ... ;o.oI

unless he is an advocate or is an individual who is a ce rtified public ... .... .

accountant or certified public accountant and auditor. or is registered

with the Registrara.'> fit and properloexercise the function orliquidator.

A person who is quaJified to act a~ liquidator in virtue

(2)

of subsection ( I) orlhis section, may not act as liquidator if he has held

the office of direclor or company secretary or has held any Olhe r

appointment with or in connection with that company, at any time during

the four years prior to the date on which lhe company goes iDIO

liquidation.

For the purposes of this subsection, director includes a

person in accordance with whose directions or instructions the dim;lors

of lhe company are or have been accustomed to act.

J06. (I) A liquidator shall be prohibited from transferring or ""'l:~"" .<1

disposing of any assets of a company, directly or indirectly, in favour

of-

(a) the liquidator himself, his partners or employees, or to

the spouse of the liquidalor, or 10 any OIher person relaled 10 him

by consanguinity or affinity in the direct line, or, up 10 the third

degree, in the collateral line; or

(b) a commercial partneI5hip. other than a company. of

which he is a partner. or

(c) a company of which he is a director. or of which he

holds more than half in nominal value of its issued share capital,

or in which he is entitled 10 more than half its vOling power, or 10

a subsidiary or parent company thereof.

(2)

A person who acts in contravention of any o f the

provisions of subsection ( I) of this section or of seaton 30S of this Act

shall be guilty of an offence and liable 00. conviction 10 a fine (mufta)

of nOl more than fi ve thousand liri.

OffCBCts an tecedent to dissolutIon or In course

Chapter V -

or winding up

301. ( I) When I company has been dissolved in accordllDOC

wi m the provisions of section 214 of this Act, any person, being a past

01' pcesenl officer of the company, shall be guilty ohn offence if. within

the twelye months immediately preceding the deemed date of

dissol ution. he has -

(a) concealed any pllrt of the company's property. or

concealed any debl due to or from the company; or

(b)

fraud ul entl y remov ed an y part of the compan y's

~pr"op<"rt y: or

(c) concealed, de stroyed. mutilated or fal sified any book or

paper affecting or relat ing 10 the company 's property or affairs; or

(d) made any false entry in any book or paper affectinl or

relating 10 the company's property or affairs: or

(e) fraudulently paned with. or altered any document

affecting or relating 10 the company's propeny or affairs: or

(0 pledged or disposed of any propeny of the company

which has been obtained on credit and has nO{ been paid for. unless

the pledging or disposal was in the ordinary course of

the

company's business: or

(g) by any false representation or other fraud . obtained

propeny for or on behalf of the company on credit which the

company does IlOl subsequently pay for. or

(h) uercised any false re presentation or frau d for the

purpose of obtaining the consent of the creditors of the company

or of any of them to an agreement with reference to the affairs of

the company or to its dissolution.

(2) Such person shall be guilty of an offence: if within the

period mentioned in subsection ( 1) of this section he has been a pany 10

the doing by others of any of the things mentioned in paragraphs (c),

(d) and (e) thereof, and he shall be guilty of an offence if, at any time

after the deemed date of dissolution, he does any of the things mentioned

in paragraphs (a) to (h) of the said subsection. or is pany to the doing by

others of any of the things mentioned in paragraphs (c) to (e) of that

subsection.

It shall be a defence (or a person charged 10 prove dlat

(3)

be had no intent 10 defraud or 10 conceal the atTain of the company or

10 defeat the law.

(4) Where a person pledges or otherwise disposes of any

property in circumstances which amounllo an offence underpanigraph

(0 of subsection (I) of this .section, every person who receives the

property on pledge or otherwise receives the property knowing it 10 be

pledged or disposed of in such circumstances, shall be guilly of an

offence.

Forthe purposes oflhis section. the expression "officer"

(S)

shall include any person in accordance with whose directions or

instructions the directors of a company have been accustomed to act.

(6) A person guilty of an offence under this section shall

be liable on conviction to a fme (mMlta) of not more than one hundred

thousand liri or 10 imprisonment for a tenn not exceeding five years or

10 both suc h fine and imprisonment.

308. ( I) When a company is being wound upby the Court or F~,,!"~o:en ..

voluntarily, a person shall be guilly of an offence if, being an officer of :;;;:.;.,

the company, he -

(a) has made or caused 10 be made an y girt or uansfer of, or

charge on, or has caused or connived at the enforcement of an y

executive titk: against, the property of the company; or

has concealed or removed any part of the property of

(b)

the company since. or within two months before, the date of any

unsalisfiedjudgment or order for payment of money againsllhe

company.

(2) A person shall not be gui lty of an offence under

subsection ( I) of lhis section if he proves that. at the time aftre conduct

constituting lhe offence, he had no intent 10 defmud the company's

creditors.

(3) A peBOn guilty of an offence under this section shall be

liable on conviction to a fine (fIU4lta ) of nO( more than one hundred

thousand liri or imprisonment for a term not exceeding five years or to

both such fi ne and imprisonment.

(4) f or the purposes of this section, the expression "officer"

shall include any person in accordance with whose directions or

instructions the directors of a company have been accustomed to act,

309, (I)

If any peBOn, being a past or present offi cer of a

company -

(a) does nOl 10 the best of his knowledge and belief fully

and truly reveal 10 the liquidator all the property. movable and

immovable. corporeal or incorporeal, of the company, and how

and 10 whom and for what consideration and when lhe company

disposed of any part thereof, except such part as has been disposed

of in the ordinary course of the business of the company: or

(b) does not deliver up to the liquidator, or as the liquidator

directs, all or such part of the property of the company as is in his

custody or under his control, and which he is required by law to

deliver up; or

(c) does nO( deliver up to the liquidator, or as the liquidator

directs, all accounts. accounting records and documents in his

custody or under his control belonging to the company and which

he is required by law to deliver up: or

(d) makes any material omission in an y statement relating

10 the affairs of the compan y: or

(e) knowing or believing Iba! a false debt has been proved

by any person in the winding up. fails for the period of one month

10 inform the liquidator thereof; or

after the dissolution of the company preveDls the

(f)

production of any book or paper affecting or relaling to the property

or affairs of the company: or

(g) after the dissolution of the company or at any meeting

oflhe creditors of the company wi thi n twelve monlhs jmmediately

preceding the dissolution of the company attempts to account for

any pan of the property of tne company by fictitious losses or

expenses;

he shall be guilty of nIl offence and shall be liable on conviction to a

fine (multa) of not more than one hundred thousand !iri or to

imprisonment for a tenn not exceeding five years or to both such fine

and ~nl if, at the time of the commission of the alleged offeoc:c,

the company is being wound up. whether by the Court or voluntarily, or

if, subsequent to the commission of the alleged offence. the company is

dissolved in accordance with the provisions of section 2 14 of this Act.

Forthe purposes of this section, the expression "officer"

(2)

shall include any person in accordance with whose directions or

instructions the directors of a company have been accustomed to act.

It shall be a good defence to a charge under any of Dd . ; : . ... ,.

310. paragraphs (a). (b). (c) and (d) of subsection ( I) of section 309 of this -

Act, if the accused proves that he had no intent 10 defraud; and to a

charge under paragraph (() of the said section. if be proves that he had

no intent to conceal the state of affairs of the company or to defeat the

law.

3B. If any contributory of any company being wound up """,,!b7

destroys. mutilates, alters or falsifies any accounts. accounting records. ~.

documents, books or securities, or makes or is party to the making of

any false or fraudulent enlI)' in any register, accounting record or

document belonging to the company with intent 10 defraud or deceive

any pe~on, he shall be guilly of an offence and shall be liable on

conviction 10 a fine (mul/a) of nOl more than one hundred thousand liri

or to imprisonment for a tenu not exceeding five years or to both such

fine and imprisonment.

(1) The provisions of this section shall apply if in the !~· ~:t.

312. course of the winding up of a company. whether by the Court or '": .,.." ..... " .

voluntarily, it appears that a person who ·

(a) is or has been an officer of the company;

has acted as liquidator of the company; or

(b)

(c) not being a person fal ling within paragraphs (a) and (b)

of lhis subsection. is or has been concerned. or has laken part in

the promotion. fonnation or management of the company,

has misapplied or retained or bcxxme accountable for, lIDy money or

other prope rty of the compan y. or been gui lty of any improper

performance or breach of duty in relation 10 the company.

(2) The Coun may, on the application of the Official

Receiver or the liquidator. or of any creditor or contributory. examine

the conduct of any person referred 10 in subsection ( I) of this section

and may compel him -

(.) lorepay. resI~ oraoeounl forthe money orpropelty or

any pan of it. with interest alsuc h rate as the Coun thinks fit; or

(b) to contribute such sum to the company's assets by way

of compensatlon in respect orthe improper performance or bfeach

of duty as the Coun thinks fil .

313. ( I) If any person. heinl at the time of the commission of

lhe alleged ofTeoce. an officer of I compan y which is subsequently

dissolved in aooonI.anoe with the provisions of section 21 4 of this Act.

"" -

(a) by false pretences orby means of any odlerfmud induced

any person 10 give credil to the company; or

(b) wi th inlenl to defraud creditors of the company. made

or caused to be made any gin or trnnsfer of or charge on. or has

caused or conni ved at the enforcemenl of any exccutive lille agninsl,

the propeny of the company: or

(c) wilh inlenl 10 defraud credi tors of the eompany.

concealed or removed any part of the propeny of the company

since. or within two months before. the date of any unsatisfied

judgment or order for paymenl of money obIained Igainst the

company.

he shall be guilty of an offence aod shall be liable on conviction to a

fine (mu/IQ) ofoot more than one hundred thousand liri or imprisonment

for a teml not exceeding five years or to both such fine and imprisonmenL

(2) A person shall not be gu ilty of an offenee under

subsection (I )ofthissection by reason of conduct constituting an offence

under paragraph (b) of the said suhscction which occurred more than

fi ve ye8l$ before the dale of deemed dissolution.

314. If. where a company is dissolved. il is shown !hill proper

accounting records were not kepi by the company throughout the period

of two years immedilllely preceding the dissolution or the period betweeo

the registration of the company and the dissolution. whichever is the

shoner. and it is funhermore snown thaI: thecompany was. at the moment

of its dis.o;olution. unable to pay its debts. every officer of the company

who is in default shall. unless he shows that he acted diligently and that

in the circumstances in which the business ofme company was carried

on the default was ellcusable. be guilty of an offence and liable on

conviction to a fine (mulla) of nOf more than twenty thousand liri, or

imprisonment for a tenn not ellcceding three years, or to both such fine

and imprisonment.

If in tbe course of the winding up of a company. I R ....

315. ( 1)

whether by the Court or voluntarily, it appears that any business of the

company has been carried on with intent to defraud creditors of the

company orcredilors of any other person or for any fraudu lent purpose,

the Court on the application of the Official Receiver, or the liquidator

or any creditor or contributory of the company, may, if it thinks proper

so 10 do, declare that any persons who were knowingly parties to the

carrying on of the business in the manner aforesaid be personally

responsible, without any limitation ofl iabililY for all or any of the debts

or other liabilities of the company as the Court may direct.

(2) Where the business of a company is carried on with such

intent or for such purposes as is mentioned in subsection ( I) of this

section, every person who was knowingl y a party in the carrying on of

the business in the manner aforesaid, shall be guilty of an offence and

liable on conviction to a fine (multo) of nOf more lhan one hundn:d

thousand liri or imprisonmenl for a term not ellcceding five year.;, or 10

both such fine and imprisonment,

The provisions of this seclion shall apply where a W""",,,gOllioI,

316. ( I)

compan y has been dissolved and is insolvent and it appears that a person

who was a director orthe company knew, oroughllo have known prior

to the dissolution of the company that there was no reasonable prospect

thal the company would avoid being dissolved due 10 its insolvency.

(2) The Court, on the application of the liquidator of a

company to which this section applies. may declare the person who

was a director refcm::d to in subsection ( I) of this section liable to make

a payment towan!s the company's assets as the Court thinks fit.

(3) The Court shall not grant an application under this

section if it is saLisfied thal the person who was a director knew thal

there was no reasonable prospect that the company would avoid being

dissolved due to its insolvency and accordingly took every step he oughl

to have taken with a view 10 minimising the potential loss to the

company's creditors.

(4) For !he pW'JlOSCS ofsubsections (2) and (3) of this section.

the facts which a director of a company ought to know or ascenain,!he

conclusions wruch he ought to reach and the steps which he ought to

take. are those wruch would be known or ascenained. or reached or

taken. by a reasonably diligent person having both -

(a) !he knowledge, skill and experience that may reasonably

be expected of a person carrying out !he same functions as are

carried out by or entrusted to that director in relation to the

company: and

the knowledge, SKill and experience thal !he director has.

(b)

For the purposes of this section, director includes a

(S)

person in accordance with whose dim:tionsor instructions the directon;

of the company are accustomed to act.

317. (l) The provisions of this section shall apply to a person

who. on or after the appointed day. wa<l a director of a company ("the

company being wound up") at any ti me in the twelve months preceding

its dissolution and the company is insolvent upon such dissolution.

(2) Except with leave of!he Coon,or in such circumstances

as may be prescribed. any person referred to in subsection ( I) of this

section shall not III any time during the winding up of!he company and

up to two years from the date when its name is StruCK off the register -

<a) be a director of a company that is Known by a name

which is prohibited by vin ue of the provisions of subsection (3) of

this section; or

(b) in any way, whether directly or indirectly. be concerned

or take pan in the promotion. formation or management of any

such company; or

(c) in any way. whethe r directly or indirectly. be concerned

or take pan in the carrying on of a business carried on under such

a prohibited name.

(3) Fortlle purposes of subsection (2) orthis section, a name

is a prohibited name in relation to any person referred to in subsection

( I) of this section if -

<a) it is a name by which the company being wound up was

known at any time in that period of twelve months; or

(b) it is a nartY.': which is so similar to a name falling within

paragraph (a) as to suggest an association with that company.

A person who acts in contravention of the provisions of

(4)

this section shall be guilty of an olIence and liable on conviction to a

fine (mu/ta) of not more than five thousand liri. Such person shall also

be personally responsible for the debts of any company referred to in

paragraphs (a) and (b) of subsection (2) which are incum:d while he

acts in relation to the compan y in the manner described in those

paragraphs.

For the purposes of this section, director includes a

(5)

person in accordance with whose dirt:ctions or instructions the directors

of the company are accustomed to act.

318. If it appears to the Court in the course of a winding up by Rer........, "re......

the Court thru any past or present 0 ffi leers. or any member of the .... ;"'1' .. off .......

company, or any other person, has boc:n guilty of any offence in relation ... .

to the company which is an offence under this Act or for which he is

otherwise criminally liable, the Court s hall. cither on the appiiclllion of

any person interested in the winding up or of its own motion. refer the

matter to the Commissioner of Police through the Registrar of the

Superior Couns.

319. If it appears to the liquidator in the course of a voluntary a..-",~ ... -

winding up that any past or present officer. or any member. of the

company has been gUilty ofan offence in relation to the company which <0;.

i~ an offence under this Act or for which he is ()(herwise criminally

liable. he sha11 forthwith report the matterto the CommissionerofPoIicc.

320_ ( I) The Court, upon the application of the Attorney ~itk:.ion

General or the Registrar. may make a disqLlalifi cation order against any

person who is found gUilty of an offence under this Act, other than an

offence punishable only wi th a ["jne. or who has infringed any

requirement of this Act with the consequence that the person becomes

liable to contribute to the a~sets of a company or becomes personalty

liable for the dcbts of the compan y.

(2) The Court. upon the application of the Attorney

General or the Registrar. may also make a disqualification order against

any person ifit is satisfied-

(a) that such person is or has been a director of a company

which at any lime has become insol\-ent, whether while he was a

director or subsequently: and

(b) that his conduct as a director of that company, either

taken alone or taken together with his conduct as a director of any

other company or companies, makes him unfillo be involved in

the management of a company.

A disqualification order made under this section may

(3)

be for a minimum period of one year and a maximum period of fifteen

(4) For the purposes of this section, a disqualification order

is an order whereby a person shall not, without leave of the Court,

(a) a director or company secretary of a company; or

(b) a liquidator or provisional administrator of a company;

(c) a special manager of the estate or business of a

company; or

(d) concerned in any way, whether directly or indirectly,

or take part in the promotion, formati on or management of a

company,

for a specified period beginning with the dale of the order.

(5)

A notice of a disqualification order made under this

section shal l

(a) be delivered by the Registrar of the Superior Courts to

the Registrar for registration;

(b) be fU11hennore recorded in a Register to be kept forthis

purpose by the Registrar and which shall be open for public

inspection.

(6) Any person who, while being subject to adisquaiification

order, acts in contravention thereof, shall be guilty of an offence and

liable on conviction to a fine (multa) of not more than twenty thousand

liri or imprisonment for a tenn not e)lceeding three years or to both

such fine and imprisonment.

321. The provisions of this Chapter shall be without prejudice to

any other offences or remedies which may exist under any other law.

Chapter VI _ Supplementary Provisions

If. where a company is being wound up, whether by StaIc

322. (I)

the Court or voluntarily, the winding up is not concluded within twelve ~ pond"" YI'indiD&

months after the dissolution of the company, the liquidator. nOI being ~ .

the Official Receiver, shall, within thirty days from lhe expiry of the

said period of twel ve months. and subsequently at intervals of six

months. until the winding up is concluded, send to the Registrar a

statement with respect to the proceedings in and position of the winding

up commencing on the date when the liquidator was ftrst appointed and

drawn 10 the end of the period in respect of which the Slalement is due,

and made in such fonn and containing such particulars as may be

prescribed. In a winding up by the Coun, where the assets of the

company have been fully realised and distributed before the expiration

of asix-monthly interval, a final statement shall be sent to the Registrar

for registration.

(2) If a liquidator fails to comply with the provisions of

this section, he shall be liable to a penalty and, for every day during

which the default continues, to a further penalty.

,-....,

323. (I) The COUit may, with respect to all matters relating to ...... " 01' II>c Ctvt.

the di ssolution and winding up of a company. have regard to the wishes

of the creditors or contributories of the company. as proved to it by any

sufficient evidence. and may, if it thinks fit , for Ihe purpose of

ascenaining Ihose wishes direct that meetings of the creditors or

contributories be called, held and conducted in such manner as the Court

considers appropriate and may appoint a person to act as chainnan of

auy such meeting and to repon the result thereof to the Court.

(2) In the case of creditors. regard shall be had to the value

of each creditor' s debt; and in the case of contributories. regard shall

be had to the number of votes conferred on each contributory by the

memorandum or anicles of the compally or, if the memorandum and

anicles are silent. to the value of their respective liabilities 10 contribute.

324. (1) Where the name of acompany is struck off the register, ,lriki",

the Registrar shall forthwith proceed to publish a notice thereof in the dO 'fK'UI 0(

Gazette.

(2) The liquidator shall keep th e ac coullts. ac counting

records and documents of the compan y for a period of ten years from

the date o f publication of the strikin g of the company's name off the

register.

(3) If the liquidator fails to comply with subseclion (2) of

this section he shall be liable to a penalty.

325. (I) Where the Registrar has reasonable cause 10 believe

tha! a company is not carrying on business or is not in operation. he

may send 10 the company by post alener inquiring whether lne company

is cartying on business or is in operation.

(2) If the Registrar receives an answer to the effect lhat

the company is not carrying on business or is nOC in opemtion. or does

not within one month of sending the lener receive an answer thereto. he

may send to the company by post and publish a notice in the Gazelle

and in a daily newspaper circulating wholly or mainly in Malta lha! at

thee)!piration of three months from the date of that norice the company

mentioned therein shall. unless cause is previously shown 10 the contrary.

be deemed to be dis§Olved and the company's nameconsequendy struck

off the regi ster: and the company's asselS shall devolve upon the

Government of Malta.

(3) If, in any case where a company is being wound up.

the Registrar has reaoonable cause 10 believe either that no liquidator is

acting or that the affairs of the company are full y wound up. and the

returns required to be made by the liquidator arc overdue by si)! months

or mon:. the Regislrnr shaJl send 10 the company or 10 the liquidal:or. if

an y. and publish a notice in the manner provided in subsection (2) of

this section.

(4) At Ihe expiration of the period of th ree months

specified in the notice published for the purposes of subsection (3) of

this section, the winding up of the company shall. unless cause is

previously shown to lhe contrary. be deemed to be concluded and

consequently the company's name shall be struck off the register. and

the comN"Y's assets shall devolve upon the Government of Malta

Provided that -

(a) the liability. ifany, of every director or ocher offic:e r of

tlv:: company and of every member of the company shall contin ue

and may be enforced as if the company had not been dissolved

>od

(b) nothing in this section shall affect the power of the

Counlo IIClually wind up a company the name of which has been

struck Ofrlhe register.

(5) If a company or any member or creditor thereof feels

aggrieved by the factlhat the name of the company has been struck off

the register. the Coun on an application made by the company or member

or creditor before the expiration of two years from the publication of

the notice of the striking off provided for in subsections (2) and (4) of

this section may, if satisfied that the company was at the time of the

striking off carrying on business or was in operation. or otherwise that

it is proper that the company be restored to the register, order that the

company be restored to the register, and upon an official copy of the

order being delivered to the Registrar for registrntion, the company shall

be deemed to have continued in existence as if its name had not been

struck off; and the Court may by its order give such directions and

make such provisions as seem fi t for placing the company and all other

persons in the same position as nearly as may be as if the name of the

company had not been struck off. The Registrar shall forthwith proceed

10 publish a notice in the Guetle and in a daily newspaper circulating

wholly or mainly in Malta that the company has been restored to the

register.

(6) A notice to be sent under this section 10 a liquidator

may be add ressed to the liquidator at his last known place of business

or address. and a lener or notice to be sent under this section to a company

may be addressed to the company at its registered officc.

326. ( I) Part III oftheCommercial Code relating to bankruptcy hI .. inn ... p .......

shall nOl apply to 11 company.

(2) Referenccs in other laws othc r than Part III of the

Commercial Code to 11 bankrupt shall. when the contcxt requires, be

inte rpreted as including references to a company being wound up in

circumstances of insolvency under the provisions of this Tilie, and

references to bankrupt shaU be construed accordingly.

PART VI -

COMPANY RECONSTRUCfJONS

327. ( I) Where a compromise or arrangemcnt is proposed Powo<d......,..,y

between a compan y and its creditors, or any class of them. or between ~"",:::...,;u,

the company and its members. or an y class of thcm. thc Court may on a.:ubu

the applicution ofthc company or any creditor or mcmber of it or. in the

case of a company being wound up, the liquidato r. order a meeting of

the creditors or class of creditors. or of the members of the company or

class of members. lIS the case may be. 10 be summoned in such manner

as the Cou,rt directs.

(2) If a majorilY in number representing three·fourths in

value of the creditors or class of creditors or members or class of

members, as the case may be, present and voti ng either in person Of' by

proxy al the meeting, agree 10 any compromise or arrangement. the

compromise or arrangement. ifsanctioned by the Court. shall be binding

on all creditors or the class of creditors or on the members or class of

members, a.~ the case may be. and also on the company or. in tOe case of

a company in the course o f being wound up. on the liquidator and

contributories of the company.

(3) The Coort's order under subsection (2) of this section

shall have noeffect until a copy of it has been delivered 10 the Regisll'3f

for registrlllion in accordance with subsection (5) of section 329 of this

Act: and a copy of every such order shal l be Mnexed 10 every copy of

the company's memorandum issued after the order has been made.

If a co mpany makes de fault in complying with

(4)

s ubsectio n (3) of this section, the company and every officer thereof

who is in default shalt be liable 10 a penal ty.

(5)

For the purposes of this section and section 328 of this

Act -

(a) "company" means any company which is unable to pay

its debts in terms of subsection (4) of section 214 of this Act or in

those circumstances where the Court is of the opinion that there

arc gro unds of sufficient gravity that would have otherwise

warranted the dissol ution and consequent winding up of the

company in terms of sub-paragraph (iv) of paragraph (b) of

subsection (2) of section 214 of this Act; and

(b) - a rrangcmenC' incl udes a reorga ni sation of the

company"s share capital by the consolidation of shares of different

classes or by the division of shares into shares of different classes,

or by both of those methods.

328. ( I) The provisions of this section shall apply where a

meeting of creditors or any class of creditors. or of members or any

class of members. is summoned under section 327 of this Act.

With evcry notice summoning the mecting which is sent

(2)

to a creditor or member there shall be sent ruso a statcment explaining

the effect of the compromise or arrangeme nt and in particular stati ng

an y material interests of the directors of the company. whether as

directors or as members or as creditors of the company or otherwise.

and the effcct on those interests of the comp romise or arrangement, in

so far as it is different from the effect o n the lik.e intcrests of other

persons.

(3) In every notice summoning the meeting which is givcn

by advcrtisementthere shall be included either such a statement as above·

mentioned or a notification of the place at which, and the manner in

which, credilors or members entitled to attend the meeting may obtain

copies of the slatemenl.

Where the compromise or arrangement-affects the rights

(4)

of debenture holders of the company, the statement shall give the like

eJ{pianation as regards the holders of any security for the issue of the

debentures as it is required to give as regards the company's directors.

Where a notice give n by ad ve nisement includes a

(S)

notification that copies of a statemen t explaining the effect of the

compromise or arra ngement proposed can be obtained by cred itors or

members entitled 10 attend the meeting, every such creditor or member

shall, on making a request in the manner indicated by the noti~, be

furnished by the company free of charge wilh a copy of the state ment.

If a company makes default in complying with any

(6)

requirement of this section, the company and every offi~r thereof who

is in default shall be liable to a penalt y: and for this purpose a liquidator

of the company shall be deemed to be an officer of the company

Provided thal a person shall not be liable under this subsection

if he shows that the default was due to the refusal of another person,

being a director, to supply the necessary particulars of his interests.

It shall be the duty of any director of the company 10

(7)

give noti~ 10 the company and to any debenture holders of s uch matters

relating to himself as may be necessary for purposes of this section

and any person who makes default in complying with this subsection

shall be liable to a penalty.

329, (I) The provisio ns of this section shall apply where

application is made to the Court under section 327 of this Act for the

sanctioning of a compromise or arrangement proposed between a

company and any such persons as are mentioned in that section.

If il is shown -

(2)

(a) tha!: the compromise or arrangement has been proposed

for the purposes of, or in connection with. a scheme for the

reconstruction of any company or companies, or the amalgan1Btion

of any two or more companies: and

tha! under the scheme the whol e or any part of the

(b)

undertaking or the property of any company coDCerned in the

scbcme (in this section refei.ed to as". tranS ferorcompanyj is 10

be trnnsfeiled to anothe r company (in this section refened to as

"the transferee compan y"),

the Court may. either by the order sanctioning tbe compromise or

arrangement or by an y subsequent order, make provision for all or any

of the matters specified in subsection (3) of this section.

(3)

The matters for which the Court's order may make

provision are -

<a> the transfer 10 the transferee: company of the whole or

any part o rllle undertaking and ofthc property or liabili ties of any

tl'lll1sferor compan y;

(b)

the allOltingor approprialion by the trans feree company

of any shares, debentures, securities or other like interests in that

company whic h under the compromise or arrangement arc to be

allotted or appropriated by thaI company to or for any person;

(c)

the continuation by or agai nst the transferee company

of any legal proceedings pending by or against any tmnsferor

company;

(d) the dissolution of any transferor company and the

striking off of ilS name. without ilS having to be wou nd up

(e) the provision to be made for an y persons who, within

such time and in such manner as the Court direclS. dissent from

the compromise or arrangement

such incidental, conseque ntial and supplemental matteTS

( f)

as IU'e necessary 10 secure lhat the reconstruction or amalgamation

is full y and effectively carried out.

(4) If an order under this section provides for the transfer

of property or liabil ities, then -

(3) that property shall by vi rtue of the orde r be transferred

to, Ilnd vest in, the transferee company: and

(b) those liabilities shall, by vittueoftheorrler, betnwferred

10 and become liabilities of that company,

and property. iflhe order $0 directs. shall vest f~ from any charge o r

other burden which shall, by virtue of the compromise or arrangement.

cease to have effect:.

(5) Where an order is made unde r Ihis section, every

company in rcl:JlioD 10 which the order is made shall cause a certified

copy of the order 10 be delivered 10 the Registrar for registration within

seven days after its making; and if default is made in compl ying with

this s ubsection. the company and every office r thereof who is in defa ult

shall be Liable 10 a penalty. and, for every day during which the default

continues, 10 a further penalty.

PART VD - CONVERSION 01' COMMERCIAL PARTNERSHIPS

330. ( I) A commercial partne rship (in thi s C hapter referred \0 Itoquifemenll fill"

as "the commercial partnership 10 be converted") may, by complying ~'~7:'..'"

with the requirements prescribed in relation \n the fonnation, shate.., >IoIpo.

capital and validit y n fthe kind of commercial pannership into which it

is \0 be converted. be converted into a commercial partntr!ihi p of that

kind (in this Chapterrefent:d to as "the commercial partnership resulting

from the conversion").

(2) Where the commercial partnership to be converted is

either t n /lOm col/uti! or tn cotrUll(UJ(/ilt the conversion may only be

made by a decision taken in accordance with the provisions of the deed

or partnership or. in the absence or any such provision. with the consent

of alllhe partners both general and limited

Provided that whert; one or more limited partners holding in

the aggregate not more than one-rourth or the lolal contribution or the

limited partner!i of a partner!ihip tll commanditt the capital of which is

not divided into shares. orone-tenth of the share capital or the partnerShip

t ll c:otrUll(UJ(/ilt the capital of which is divided into shares. have not

give n their consent. the commercial p8l1nership may nevertheless

proceed wilh the conve rsion. but it shall be required. for the purposes

of the conver!iion. to liquidate and re·imburse 10 every limited partner

who has not given his consent. ir he so requests. his interest in the

commercial partnership or to redeem the shares held by him on such

tenns as may be agreed or as the Court. on a demand of either the

COlIUTlClcial p:utnershi p or the limited partner. Ihinks fit 10 order.

(3) Where the commercial partnership to be converted is

a company. whether public or private. the conversion may only be made

irit has been approved by an extrnordinary resolution taken at a general

meeting of the company. The eompany shall be required. for the purpose

of the conversion, to redeem the shares held by thedissenting members.

if they SO request. on such leMS as may be agreed or as the Court. on a

demand of either the company or the dissenting members:. thinks fit to

order.

(4) The commercial pannership to be convened shall be

dissolved without having to be wound up in ~cordance with the

provisions ofTIlJe 11 of Part V orlM Act in ~Iation 10 a company and

with the relevant provisions of Pan 111 of this Act in re lation 10 the

other kinds of commercial panncrships; and dissolution shall be deemed

10 take place when the conversion becomeselTective in accordance with

the proViSlons of section 332 of this Act,

331. (I) 1lIe decision or resol ution approving the conversion

of a commercial pannership together with the instruments giViD, effect

10 the decision or ~Iulion. or an au thentic copy thereof. shall be

delivered for registration 10 the Registrar who. being saLisrx:d thaI: the

ft'.quircments of section 330 or this Act have been complied with, shall

register it

(2) The aforesaid delivery shall be made by any of the

partners or directOf$ of the new commercial partnership as the case

may be.

332. (I ) Upon the conversion of a commercial partncrship

which ha.~ bccomeeffectiveeiUerthrough Ue lapse of the period referred

10 in section 334 of this Act or. where objection is made under that

section. by a decision of lhe Court, tlv: Registrar shall strike the nlllTlC

of lhe commercial partnership that has been converted off the register

and shall issue a new certificale of registration for the commercial

partnershi p resulting from the conversion. denoting the fact of the

fonna!ion of lbat commercial pannership as a result of the conversion.

Where a conve n ion which has been registered under this section

becomes ineffective by a decision of the Court under section 334 of

this Act, the Registrar shall amend the registration accordingly.

(2) "The Registrar shall. in the cases specirlCd in subsection

(I) of this section. either proceed to publish the convenion afler it has

become effective or to publish a notice that the conversion has become

ineffecti ve by decision of the Coull under section 334 of this Act, in

accordance with the proviSions of paragraph (e) of subsection ( I) of

section 401 oflhis Act.

333. The conversion of a commercial partnership shall not

discharge partners with unlimited liability from liability for the

obligations of the commercial partnership contracted prior to the

publication of !be statement referred 10 in panl&raph (e) of subsection

( I) of section 401 of this Act unless it is pro\'cd thlllthe creditors of the

commercial partlM!rship have gh'en their consent to the conversion.

( I) 1be conversion of a commercial partnership shall not ~oIaLII""

334. take effect until three months from the date of the publication of the :::::..

statement referred 10 in paragraph (e) o f subsection ( I ) of section 401

of this Act relating to the decision or resol ution approving the conversion.

During the aforesaid period ofthree months nny creditor

(2)

of the colIlJTlttciaJ partnership whose del>( existed prior to the publication

of the SlaIemclll referred to in subsection ( I) orlhis section may by writ

of summons objcct to the conversion and, if he snows good cause why

it should not take elTect, the Court shall eidler uphold the objection or

allow the convers ion on sufficient security being given.

(3)

Without prejudice to the provisions ofsubscction (2) of

this section any panDer or shareho lder. as the case may bc, of the

commercial partnership being converted. or the Registrar. shall have

the right to challenge the validity of the conversion only within the

aforesaid period of three months by means of a writ of summons.

(4) Where as a result of the proceedings for which provision

is made in subsection (3) of this section, the Court is satisfied that the

conversion is not valid, the Court shall disallow the said conversion

Provided thal the Court shall have the ri ght 10 suspend its

decision disallowing the conversion and to grant time, which shall not

be in excess of six months, to the commercial partnership in default, to

remedy the default rendering the conversion invalid; and if the ddau lt

is re medied within the time allowed the conversion shall take effect.

335. (I) The commercial partnership res uh ing from the c,

conversion shall succeed 10 all the assets, rights, liabilities and:: :"pf"

obligations wi thout the requirement of any fonnal itics other than those " ",doI

arising uDder this Part, and shall retain the same legal personality of the ::: ... !I L' .... ..

commerci al partnership that has been converted: and the said succession

shall be e ffective as regards third panics.

(2) Where the commercial pannership resulting from the

conversion is a partnershi p tl1 l10m colltc rif or a partnership t/l

commandirt the unlimited liabili ty of all the partners in the partnership

t l1 /lom colltcri/ and that of the general partners in the partnership t/l

contnllJl1dilt, as the case may be. shall also extend to the obligations of

the commercial partnership that has been converted.

(3) The succession to all assets, rights, liabilities and

obligations of the commercial partnership that has been converted, by

the commercial partnership resuhing from the conversion referred to in

subsection (I) of this section, shall not give rise to any liabi li ty to the

payment of any dUlY orlaJI. under the Duty on Documents and Traru;fers

Act or the Income Tu Act

Provided that this subsection shall not apply losuch duty and

any other fees that may be payable upon the registration of the

commercial partnership resulting from the conversion.

PART VUI-AMALGAMATION OF COMMERCIAL

PARTNERSHIPS

TITLE I - AMALGAMATION OF PARTNERSHIPS EN NOM

COUECTlF AND EN COMMANDITE

The provisions of sections 337 to 342 arthis Act shall

336. (I )

appl y 10 the amalgamation of partnerships en nom collecti/ and en

commandite.

(2) Ama lga mation between tw o or more commerci al

partnerships (referred 10 in thi s Part as "the amalgamating commercial

partnerships") may be effected where &lIthe amalgamating commercial

panne rships are ell nom collectif or where they arc all en commandite

or where at \east one of the conm"lercial pannerships being wna1gamated

is en nom colltcrifand the other commercial partnershiporpartnerships

arc ~n CQmmand;(t, or vi~ versa,

337, (1 ) The prov isions ofsubscction (2) of section 330 orthis

Act shall apply to the amalgamation of any two or more commercial

partnerships whether such an amalgamation is effected by the formation

of a new commercial pannership (rcferred to in this Part as "the new

commercial partnership") instead o f the ex isting commercial

partnerships (referred to in this Pan as "the commercial partnerships to

be substituted") or by the merger of one or more commercial partnerships

(referred to in this Pan as "the commercial partnerships to beacquired")

with another existing conunercial partners hip (referred to in this Part as

"the acquiring commercial panners hip") as though references to

conversion therein were references to amalgamation.

(2) The commercial partnerships 10 be acquired or, as the

case may bc, the commercial partnerships to be substituted, shall be

dissolved without having to be wou!ld up in accordance with the relevant

prov isions of Pan III of this Act, and dissolution shall be deemed 10

take place whell the amaiga.matioll becomes effective in accordance

with the provisions of section 339 of Ihis Act.

338. (1) The decisions taken by each of the amalgamating ~at ....

commercial partnerships approving the amalgamation logetherwith the

= . .

instruments giving effect thereto. or an authentic copy thereof, shall be .,.,..... ... po.

delivered for registration to the Rc:gistrar, who, being satisfied that the

requirements of section 337 or this Act have been complied with, shall

register them.

(2) The aforesaid delivery shall be made by any of the

partners of the new commercial partnership or of the acquiring

commercial partnershi p as the case may be.

339. (I ) Upon the amalgamation oflwo or more commercial WIOcf< I

:=-::_

partnerships which has become effective either through the lapse of the

period referTCd 10 in section 34 1 oflhis Act or where objection is made or ....... ":'11'"

under that section, by a decision of the Court, the Registrar shal l slrike : . : . : . "

the name of the commercial partnership or of each of the corruoercial

partnersh.ips oeasing lo exist ofTthe register and shall, according to the

case, either issue a new certificate of regisualioo fOf the new conunercial

partnership de noting the fact of the: fonnati on of tbe commercial

partnership as a result of the amaIgamalion, or issue a certificate of

registration altered 10 meet the: circumstances of the case and denot ing

the fact of the amalgamation forthe acquiring commercial pannership;

and where an amaIgamaIion which has been registered under this section

becomes ineffective by a decision of the Court under section 34 1 oflhls

Act, the Registrar shall amend the registrntion accordingly.

(2) The Registrnr shall, in the cases specified in subsection

(I) of this sectio n, in respect of every one of the amalgamating

commercial partnerships, either proceed to publish the amalgamation

afte r it has become effective or to publish a notice that theamalgamarion

has become ineffective by decision of the Court under section 341 of

this Act, in accordance with the provisions of paragraph (e) of subsection

( I)of section 401 of this Act.

340, The amalgamation of two or more commercial partnerships Pwtnen will>

shall not discharge partners with unlimited liability from liability for ~':=I~~

the obligations of the amalgamating commercial pannerships contracted 1IIIlc .. cmNIon

prior to the publication of the statement referred to in paragraph (e) of ~:.:w...

subsection (I) of section 401 of this Act, unless it is proven that the

credilors oftheamaJgamati ng commercial partnerships have given their

consent to the amalgamatio n.

34 1. ( I) The amalgamation of two o r more commercial RJptola«llb.1C>

partnerships shall not take effect until three months from the date of the :::::_ I_

publicaLion of the statement referred to in paragraph (e) of subsection

( 1) of section 401 of tlUs Act rdating to the decisions approving the

amalgamation.

(2)

During the aforesaid period of three months any creditor

of any of the amalgamating commercial partnerships whose debl: existed

prior to the publication of the statement refe"ed 10 in 5ubsection ( I ) of

this section may by writ of summons object to the amalgamation, and if

he shows good ClIUse why it should not take effect. the Coun shall either

uphold the objection or allow the amalgamation 10 proceed upon

sufficient security being given.

Without prejudice to the provisions of subsection (2) of

(3)

this section any partner of any of the amalgamating commercial

partnerships or the Registrar shall have the right lochallenge the validity

of the amalgamalion only within the aforesaid period of three months

by means of a writ of summons.

(4) Where as a resu lt orthe proccc:dings for which provision

is m3de in subsection (3) of this section. the Coun is satisfied that the

amalgamation is nOl valid . the Court shall di sallow the said

amalgamation

Provided that the Coun shaH have the right to suspend its

decision disallowing the amalgamation and 10 grant time which shall

not be in excess of six months, to the commercial pannerllhip or

pannerships in default to remedy Ihe default rendering the amalgamation

invalid; and if the default is remedied within the time allowed, the

amalgamation sha1ltake effect.

342. ( I) An acquiring commercial partnership or, where a new

commercial pannership is formed , the new commercial partnership.

shall succeed to all the assets. rights, liabilities and obligations or the

commercial partnership or pannerships ceasing to exiSl, without the

requirement or any rormalities other than those required under this Title.

and the said succession shall be effective as regards third parties.

Where the acquiring commercial partnership or the new

(2)

commercial partnerllhip. as the cas.; may be, is a pannership ~n nom

coll~clij. the unlimited liability of alIlhe pannersthereof shall a1soextcnd

to the obligations of the commercial pannership or pannerships ceasing

to c",ist.

.

(3) Where the acquiring commercial panncrship or the new

commercial part ne rship as the case may be is a partnership ~n

comltl(lndile the unlimited liability of all the general partners thereof

shall also extend to the obligations of the COIl1IlletCial partnership or

partnerships ceasing to exist.

(4) The succession to all assets, rights. liabilities and

obligations of the commercial partnership or partnerships ceasing to

ex ist. by the acquiring commercial pannership or. where 8 new

commercial partnership is fonned, the new commercial partnership.

referred to in subsection (1) of this section. shall nOl give rise to any

liability to the payment of any duty orla;( under the Duty on Documents

and Transfers Act or the Income Tax Act

Provided that this subsection shall not appl y 10 such duty and

any other fees that may be payable upon any increase in the contribution,

the allotment of new shares and the registration of any new commercial

partnership res ulting from the amalgamation. as the case may be.

TITLE n -

AMALGAMATION OF COMPANIES

343. ( I) Amalgamation of two or more companies ma y be _ ,

effected by -

(a) merger by acquisition; or

(b) merger by fonnation of a new company.

(2) Merger by acqui sition is the operation whereby a

company (referred to in this Part as "the acquiring company") acquires

the assets and liabilities of one or more other companies (referred to in

this Part as "the companies being acquired") in e:tchange for the issue

to the shareholders of the companies being acquired of shares in the

acquiring company and a cash payment. if any. not exceeding ten per

cent of the nominal value of the shares so issued.

(3) Merger by formation of a new company is the operalion

whereby twoor morecompanies (referred to in this Pan as "the merging

companies") deliver 10 a company which they set up (referred to in this

Part as "the new compan y") all their assets and liabilities in e:tchange

for the issue to the shareholders of the merging companies of shares in

the new company and a cash payment. if any. not e:tceeding ten per

cent of the nominal value of the shares so issued.

(4) The companies being acquired or, as the case may be,

the merging companies, shall he dissolved wi thout havi ng to be wound

up in accordance with the provisions of Title 11 of Part V of this Act and

dissolution shall be deemed 10 lake place when the amalgamation

becomes effective in accordance wilh lhe provisions of seclion 353 of

this Act.

The facl that onc or more of the companies being

(5)

a<Xj uired, or one or more of the merging companies has been dissolved

voluntarily by an extraordinary resoIulion, and a declaration of solvency

has been filed shall not prevent such companies laking pan in the

amalgamation provided thaI none of their assets have been distributed

10 s hareholdc~ after dissolution, An y provision of this Part requiring

the direclo~ of a company 10 act shall be interpreted in relation to a

company which has been dissolved as requiring the liquidator 10 act.

The fact that one or more of the companies being

(6)

8<XjUired or one 0( more of the merging companies has been dissolved

by lhe Coun in terms of section 214 of Ihis Act, and in the case of 8

voluntary winding up a declaration of solvency has nol been filed, shall

invalidale the amalgamation with respect to all the amalgamating

companies.

A company may only be amalgamated with one or more

(7)

companies, and ma y not be amalgamaled with any ocher kind of

commercial partnership.

Chapter I - Merger by acquisition

The directors of the acquiring company and of each

344,

( I)

of the companies being acquired (hcreinafier n:fcrrcd to in this Part as

"the amalgamating companies") shall draw up draft terms of merger in

writing.

The draft terms of me rger s hall s peci fy the

(2)

fol1 owing -

(a) the stat us, name and regislered office of each of the

amalgamating companies;

(b) the share exchange ralio IlIld the amount of any cash

payment;

(c) the terms relating 10 the al10tmenl of shares in the

acquiring company

(d) the date from which the holding of such shares entitles

lhe holders to participate in profit s and any special conditions

affecting that entitlement;

(e) the date from which the transactions of each of the

companies being acquired shall be treated for accounting purposes

as being those of the acquiring company;

(0 the rights conferred by the acquiring company on the

holders of shares to which special rights are attached and on the

holders of debentures or Other securities, or the measures proposed

concerning them; and

(g) any special advantage granted to lhe expens referred to

in section 348 of this Act acting on behalf of each of the

amalgamating companies aulhorised to examine the draft terms of

merger and to draw up a written report to the shareholders, and to

the directors of each of the amalgamating companies.

(3) The draft terms of merger, duly completed, shall be

signed by at least one director and the company secretary of each of the

amalgamating companies, and forwarded to the Registrar for registration,

who being satisfied that the requirements of subsection (2) ofthls section

have been complied with, shall register them.

345. (I) A merger by acquisition shall onl y be made if it has ~ by

been approved by an ex traordinary resol uti on of each of the ~'''::~~71

amalgamating companies. Each of such companies shall be required to aaIa'" ' .

redeem the shares held by the dissenting me mbers. if they so request,

on such terms as may be agreed or as the Coun. on a demand by either

the company or the dissenting me mbe rs, thinks fit to order.

(2) For the purlJOOCS of subsection ( I) of this section,

approval shall not be valid unless the extraordinary resolution is adopted

at least one month after the publication of the draft terms of merger and

not later than three months therefrom.

(3) 'The provisions of this Act governing alterations and

additions to lhe memorandum and articles shall, as appropriate. apply

to 'any alterations and additions 10 the memorandum and articles

necessitated by any amalgamation referred to in this Part.

(4) Where there is more than one class of s~ in any of

the amalgamating companies the extraordinary resolutions of those

companies concerning the amalgamation shall be subject to a separate

vote by at lell$l each class of shareholders whose rights are affected

thereby.

(5) The extraordinary resolu tion taken by each of the

amalgamating companies shall cover both the approval of the draft terms

of merger and any allemtions and additions to the memorandum and

anicles necessitatcd by the amalgamation.

(6) The approval of the general meeting of the acquiring

company shall not be required if the following conditions are fulfilled -

(a) the draft terms of the merger forthe acquiring company

have been duly published in accordance with paragraph (e) of

subsection ( I) of section 401 of this Act by the Registrar at least

one month before, and not more than three months before the date

fixed for the general meeting of the company or the latest of the

separate general meetings of the companies being acquired which

are to decide on the draft tenus of merger;

(b) at least one month befam the date specified in paragraph

(a) of this subsection, all shareholders of the acquiring compan y

shall be cntitled to inspect the documents referred to in section

349 of thls Act, at the registered offi ce of the acquiring company;

Md

(c) one or more shareholders of the: acq uiring company

holding at least fi ve per cent of the issued share capital of the

company cntitled to vote at general meetings of the company shall

ha\'e the right to require that a general meeting of the acquiring

company be called to decide whether to approve the amalgamation.

346. The directors of each of the amalgamating companies shall

~ .. cntI_ draw up a detailed wrillcn report explaining the draft terms of the merger

and setting out the lcgal and economic grounds for thcm, in particular

the share exchange ratio, and shall describe any special valuation

difficulties which havc ariscn.

347. In the event of an increase in the issued share capital made

to pay the shareholders of the companies being acq uired in order to

give effect to an amalgamation. subsections (4), (5) and (6) of section

73 of this Act shall not apply.

348. ( I) One or more experts acting on behalf of each of the

drown"""" """ ... amalgamaling companies. bllt independe nt of the m and approved by

the Rcgistrar, shall cxamine the draft terms of the merger and draw up

a written report to the shareholders.

(2) The report shall specify whether the share exchange ratio

is fair and reasonable and to this effcct il shall -

(a) indicate the method or methOOs used to arrive at the share

exchange ratio proposed; and

(b)

state whether such method or methods are adequate in

the case in Question, indicating the values arrived at using each

such method and giving an opinion on the relative importance

attributed to such method or methods in arriving at tbe value

decided on,

( 3) The repo rt shall descr ibe any special val uat ion

difficulties which have arisen.

Each expert shall be en titled to obtain fro m the

(4)

amalgamating companies all relevant information and doc ume nts and

to carry out all necessary investigations.

(5) One or more indepe ndent experts may be appoin ted to

draw up a jOint report for all the amalgamating companies by the

Registrar at the joint request of the companies involved .

349. ( I) All share holders of every amalgamating company are ~ wIIi<II

entitled to inspect the following doc uments at the registered office of ~-=

eac h company at least one month before the date fixed for the general "" . -"""_

meet ing which is to decide on the draft tenns of merger .

the draft tenus of merger ;

(a)

(b) the annual accounts and the directors' reports of the

amalgamating compan ies for the preceding three accoun ti ng

periods;

(c) an accounting statement drawn up as 81 a dale which

shall not be earlier than the first day of the third month preceding

the date of the draft tenus of the merger, if the latest annual accounts

relate to an accou nting period which ended more than six months

before that date;

(d) the reports of the directors of the ama lgama ting

companies re lating to the amalgamation ; and

the reportS of the experts re lating to the amalgamation.

(e)

(2) The acco unting statement provided for in paragraph (c)

of subsecti on ( I) of this section shall be draw n up usi ng the same

methods and the same layout as used for the latest balance sheet

Provided thar -

(a) it shall not be necessary to take a fresh physical

inventory : and

(b) the valuations shown in the latest balance sheet shall be

altered only to reflect entries in the accounting records.

NOlwithStanding the provisions of paragraphs (a) and (b) of

this subsection. interim depreciation and provisions as well as

material changes in actual values not shown in the accounting

records shall be taken into account.

(3) Every shareholder shall be entitled to obtain. on request

and free of charge. full or. if so desired. partial copies of the documents

mentioned in subsection (I) of this section.

350. The extraordinary resolutions taken by each of the

amalgamating companies approving the amalgamation together with

the instruments giving effect thereto. or an authentic copy thereof. shall

be delivered for regislfation to the Registrar. who, being satisfied that

the rt:quirements of this Part have been complied with, shall register

them.

351. (I ) The amalgamation of two or more companies shall

not take effect un til three months from the date of the last publication

of the statement referred to in paragraph (e) of subsection (I) of section

401 of this Act relating to the extraordinary resolutions approving the

amalgamation, referred to in section 350 of this Act.

(2) During the aforesaid period ofthree months any creditor

of any of the amalgamating companies whose debt existed prior to the

publication of the draft tenns of merger in tenns of paragraph (a) of

subsection (6) of section 345 of this Act may by writ of summons object

to the amalgamation and, ifhe shows good cause why it should not take

effect, the eoun shall either uphold the objection or allow the

amalgamation on sufficient security being given.

(3) The provisions of subsections ( I) and (2) of this section

shall apply to the debenture holders of the amalgamating companies so

long as the merger has DOl already been approved by the debenture

holders individually, or by a special meeting of the debenture holders

called specifically for the purpose, at which meeting all the debenture

holders shall signify their consent.

352. The holders of securities. Olherthan shares. in the companies

being acqui red. to which special rights arc attached shall be given rights

against the acquiring company in accordance with the draft terms of

merger at least equivalent to those they possessed in the companies

being acquired, unless -

(a) the holders of those securities individually agree to the

alteration of their rights; or

the al teration has been approved by a meeting of the

(b)

holden of those securities called specifically for the purpose, lit

which meeting all the holders of such securities shall signify their

consent; or

(c) the holden of those securities arc entitled to have their

securities re-purchased by the acq uiring company.

353. (1) Upon the amalgamation of two or more companies

which has booornc effective eitheJ"lhrough the lapse of the period referred .....

to in section 35 I of this Act or, where objection is made under that

section, by decision of the Coun. the Registrar shall strike the name of

the companies being acquim:l off the register and issue a ocniflC8le of

registration. a1te~ to meet the circumstances of the case and de noting

the fact of the merger for the acquiri ng company ; and where an

ama.lgamarion which has been registered under this Pan does not bc:come

effective pursuant to a decision of the Coon under section 351 of this

Act. the Registrar shall amend the registration accordi ngl y.

The Registrar shall in respect of every one of the

( 2)

amalgamating companies. either proceed to publish a nocioc of the

amalgamation after it has become effective or to publish a n(Mice that

the amalgamation has not become effecti ve purs uant to a decision of

the Coon under section 35 I of this Act. in both cases as specified in

subsection (I) of this secclon.

-. ..

354. (I)

An am alga mation s hall have the fo ll Owing ccq . ·"of

consequences -

<a) the acquiring company shall succeed to all the assets.

rights. liabilities and obliglltions of the companies being acq uired.

both as between the companies being acquired and the acquiring

company and as regards third panics. withoullhe requirement of

any formalities other than those arising under this TItle;

the shareholders of the companies bei ng acquired shall

(b)

become shareholders of the acquiring company; and

the companies being acquired shall cease to exiSt.

(c)

(2)

No shares in the acquiring company shall be exchanged

for shares in the companies being acquired held either -

(a)

by the acquiring company; or

by the companies being acquired.

(b)

(3) The succession to all assets. rights, liabilities and

obligations of the companies being acquired by the acquiring company.

referred to in paragraph (a) of subsection ( I) of this section, shall not

give rise to any liability to the payment oC any duty or tax undcr the

Duty on Documents and Transfers Act or the Income Tax Act

Provided that this subsection shall not apply to such duty and

any other fees that may be payable upon the allotment of new shares in

the acquiring compan y or upon an increase in its authorised share capital.

355. Any director of an y of the amalgamating companies

answerable for wilful or negligent misconduct in the preparation and

the implementation of the amalgamation. or any expert responsible for

drawing up, on behalf of any of the amalgamating companies. of the

repon on the draft: lerms of the merger answerable for wilfu l or negligent

misconduct in the perfonoance of his duties, shall be liable for all

damages occasioned 10 any shareholder of any of the alll3lgamating

companies as a consequence of his misconduct.

356. Any interested party may contest the registration made by

the Registrar. by virtue either of section 344 or section 350 of this Act

before the Court in accordance with the following conditions -

(a) the conlestation shall be made by application against

the Registrar within one month from the publication fol lowing the

registration referred to in section 344 of this Act on the grounds

that the dmft terms of merger were not drawn up in accordance

with the provisions of section 344 of this Act; or within three

months from the publication following the registration referred to

in section 350 of this Act on the grounds tha! the resol ution of the

extraordi nary general meeting was void or voidable: notice of the

application shall be published by the Registrar in the Gazette

(b) where it is possible to remedy a defect liable to render

an amalgamation void or voidable, the Coun shall grant the

companies involved a period within which to rectify the situation

(c) a notice that the judgment of the COIIn has been delivered

shall be published by the Registrar in the Gazette. whieh notice

shall specify whether the application has been allowed ordismisscd

(d) ajudgment declaring an amalgamation void or voidable

shall not of itsel r afrecl the validity of obligations owed by or in

relation to the acquiring company which arose before the judgment

was delivered and after the date of registration of the draflterms

of merger referred to in section 3440fthis Act or of the resolutions

and the other instruments referred to in section 350 of this Act

according to the case

(e) companies which have been panies loan amalgamation

shall be jointly and several ly liable in respect of the obligations of

the acquiring company referred to in paragraph (d) of this section

the amalgamation shall nO( take effect until the lapse of

(t)

the. three months referred to in paragraph (a) of this section or, if

an application is filed, until the date of the. final jud~ment, if the

application is refused; and

(g) upon the delivery of the judgement the Registrar shall,

where the application is allowed., amend the registration accordingly

as if the amaIgamalion procedUR: had never commenced.

Chapter U - Merttr by formation or a new company

357. ( I) The provisions of sections 344 to 356 other than ~'!. H6

subsection (6) of section 345 of this Act shall apply to merger by 10 : ... b)'

, ormallOn

. 0 r a new company as th cug h R:lerences

'

10 t h acq

e"

umng .. rormao.ion

company were references to the I"ICW company and as though references

to the amalgamating companies and to the companies being acquired

were references to the merging companies

Provided that, in the case of a merger by fonnation of a new

company, the draft terms of merger shall only be drawn up by each of

the. merging companies

Provided furthe r that in paragraph (a) of subsection (2) of

section 344 of this Act, the reference 10 amalgamating companies shall

also include the I"ICW company

Provided further that the proviso to subsection (3) of section

354 of this Act shall be deemed to refer to such duty and other fees as

may be payable upon the registration of the IlCW company.

(2) The draft terms of merger of each of the merging

companies and the memorandum and unicles of association of the new

company shall be approved by an extraordinary resolution of each of

the merging companies.

(3) The new company shall be fOllned in accordance: with

the provisions ofthis Actextepl that the rules governing the vcrification

of any consideration other than cash laid down in subsections (4), (5)

and (6) of section 73 ofmis Act shall not apply.

(4) The Registrar shall, after striking the name of the

compan y being acquired off the register in Ilccordance with the

provisions of subsection ( I ) of section 353 of this Act. proceed 10 issue

a certificate of regi~tration for the new company denoti ng the fact of

the fonnation oftha! compan y as a result of lhe merger.

Chapltr m - Acquisition or ont company by IInothtr which holds

niOtty percenl or more or il$ $hartS

358. (I ) The operation whereby the assets and liabilities of one

or more companies are delivered to another company which is lhe holder

of all their shares conferring the right 10 vote al general meetings and

whereby the fonner companies are dissolved without having to be wound

up shall be regulated by sections 34410 356 of this Act to lhe exclusion

of the provisions contai ned in paragraphs (b), (c) and (d) of subsection

(2) of section 344, section 346, section 348, paragraphs (d) and (e) of

subsection ( I) ofscction 349. paragraph (b) of subsection ( I) of section

354 and section 355 of this Act.

(2) For the purpose of this section and of section 359, any

reference to "draft teons of acquisition" shall be taken to be a reference

to "draft teons of merger" as specified in section 344 of this Act.

(3) The approval of the general meeting of each of the

companies involved in the operation shall not be required and section

345 of this Act shall not apply to the operation specified in subsection

( I) of this section, if the following conditions are fulfi lled -

(a) the drafi lenns of acquisition as regards each company

involved in the operation shall be delivered to the Registrar for

registration Ilnd shllll be published by him Ilt least three months

before the operation takes effect;

(b) within the period me ntioned in paragraph (a) of this

section. all shareholders of the acquiring company shall be entitled

to inspect at the registered office of lhe company the documents

specified in paragraphs (a). (b) and (c) of subsection ( I) of section

349 of this Act whieh those same shareholders would be entitled

to inspecl in case of an amalgamation mllde in any or the manners

specified in section 343 of this Act; and the provisions of

subsections (2) and (3) of section 349 of this Act s.ha.Il apply;

(c) the shareholders of the acquiring company holding al

least five per cent of the issued share capital carrying the right to

vote at general meetings of the company shall be entitled to require

that a general meeting of the acquiring company be called 10 decide

whether to approve the operation.

(4) lk provisions of subsections ( I). (2) and (3) of this

section shall apply where all the shares specirled therein arc: hekl by the

acquiring company.

359. (I) Where one or more companies arc: acquired by another

company which holds ninety per cent or more. but not all of the shares

of each ofthose companies, having the right to VOle at general meetings. -.i00i ..... of

the general meeting of the acquiring company need not approve the ib ..... - - .

acquisition provided the following conditions are fulfilled

(a) the draft tCllUS of the acquisition as regartls the acquiring

company shall be delivered to the RegiSInlr for registration and

shall be published by him at least three months before the date

fixed for the gcneral meeting of the companies being acquired

whlch is to decide on the draft lenns of the acquisition;

(b) within the period mentioned in paragraph <a) of this

subsection, aJl shareholders of the acquiri ng company shall be

entided to inspect the documents refern:d to in paragraph (b) of

~ubscction (3) of t.ccIioo 358 of this Act and the provisions of the

said panag:raph (b) of subsection (3) of section 358 of this Act shall

apply;

(c) the provisioru; of panlgraph (c) of subsection (3) of

section 358 of this Act s.ha.Il apply to the acquisition regulated by

this section.

(2) All the other provisions ofChapler I oflhis Pan relating

to merger by llaI.uisitKln shall apply

Provided that the provisions regarding the drawing up of a

repol1 on the draft tenus of the merger by the directors and by the expens

as specified in sections 346 and 348 of this Act respectively and the

right of all shan:holders 10 inspeCllhe documents specified in section

349 of Ihis Act shall nOl apply. as long as the dissentin8 minority

shareholdel!i of the company or companies being acquired have !he

right to have !heir shares purchased by the acquiring company for a

consideralion corresponding to the fair value of their sh:u'es and in the

event of disagreement regarding the fair value of such consideration. as

shall be del:emtined by the Court.

The provisions of subsections ( I ) and (2) of this section

(3)

shall apply where all the shares specirlCd tlk:rein are held by the acquiring

company.

PART IX -

DIVISION OF COMPANIES

Division of a company into two or more companies

360. ( I)

may be effectcd by -

(a) division by acquisition; or

division by formation of new companies.

(b)

Division by acquisition is the operation whereby a

(2)

company (refcrred to in [his Part as "the company to be divided")

delivcrs 10 two or more existing companies (referred to in this Pat! as

''the recipient companies") all its assets and liabilities in exchange for

the allocation to the shareholders of the company to be divided of shares

in the recipient companies and a cash payment, if any, no( exceeding

tcn per cent of the nominal value oflhe shares so issued.

Division by formation of new companies is the same as

(3)

the operation descri bed in subsection (2) of lhis section except that the

recipient companies are formed as new companies for the purposes of

taking part in the division. The expression ''the companies involved in

a division·· used in the case of a division by fonnalion of new companies

in this Part shall be interpreted as referring only to the company to be

divided.

(4) The company [0 be divided shall be dissoh·ed without

having 10 be wound up in accordance with lhe provisions ofTItlc 11 of

Part V of Ihis Act; dissolution shall be deemed to take place when the

division becomes effcCtive in accordllllce with the provisions of section

370 of this Act.

(5) The fact that the company to be divided has been

dissolved voluntwiiy by an clltrnordinary resolution, and a dcclarlllion

of solvency has been filed , shall nOl preven t thal company talcing pan

in the division provided lha! oonc of its assets have been distributed to

shareholders afte r dissol ution. Any provision of this Pat! requiring the

directors ofacompany to &Ctshall be interpreted in relation to acompany

which has been dissolved lIS requiring the liquidator to act.

(6) The fact that the company to be divided has been

dissolved by the Coun in tenus of section 214 of this Act, and in the

case of a voluntary winding up a declaralion of solvency hll.~ nOl been

filed, shall invalidate the division with respect 10 all tbe companies

involved in the division.

(7) A division of a company may only be effected into IwO

or more companies, and it shall nOl be possible to effect a division

involving any other kind of commercial pannership.

Cha pter 1_ Division by acquisition

361. (I) 1lIe directors of the company to be divided and of DtIII. ...... or

each of the recipient companies (hereinafter referred to in this Part as di-.

"the companies involved in a division") shall draw up draft terms of

division in writing.

(2)

The draft terms of division shall specify the following-

(a) the stat us. name and registered office of each of the

companies involved in the division;

the share exchange ratio and the amount of any cash

(b)

paymenl;

(c) the lerms relating to the allOlment of shares in each of

the recipienl companies;

(d) the date from which the holding of such shares entitles

the holders to participate in profits and any special conditions

affecting that entitlement;

(e) the date from which the transactions oftbe company to

be divided shall be lrealed for accounting purposes as being those

of ooe or other of the recipient companies;

the rights confelTed by each of the recipient companics

(f)

on the holders of shares 10 which special rights are attached and

the holdcrs of securities other than shares, or the measures proposed

concerning them;

(g) any special advantage granted to the e~perts referred to

in section 364 of this Act and to the directors of each of the

companies involved in the di vision;

(h) the precise description and allocation of the assets,

rights, liabilities and obligations 10 be delivered to each of the

recipient companies: and

lhe allocation to the shareholders of the company to be

(i)

divided of shares in the recipient companies and the crilerion upon

which such allocation is based.

Where an asset is nOl allocated by the draft lenus of

(3)

division and where lhe interpretation of these tenns does not make a

decision on its allocation possible, the assel or the consideration therefor

shall be allocated to all the recipient companies in proportion to the

share of lhe nel assets allocated to each of those companies under the

draft lenns of the division.

(4) Where a liabililY is not allocated by the draft lenDS of

division and where the interpretation of these tenns does not make a

decision on its allocation possible. each oflhe recipient eompanies shall

be jointly and severally liable for it

Provided that such joint and severnlliability shall be limited

10 the net assets allocated to each company.

(5) The draft tenns of division for each of the companies

involved in a division duly completed. shall be signed by at least one

director and the company secretary of each of the companies involved

in the division, and forwarded to the Registrar by each company for

regislflItion, who being satisfied that the requirements of the provisions

of this section have been complied with, shall register them.

362. ( I) A division may only be made if it has been approved

by an eXlflIordinary resolution of each company involved in the division

to be adopted by each such company at \cast one month afte r the

publication of its draft tenns of di vision and not later than three months

therefrom.

(2) Where shares in the recipient companies are allocated

to the shareholders of the company to be divided otherwise than in

proportion to their rights in the capital of that company. the dissenling

members of that company may exercise the right to have their shares

mieemed. In such case, the shares shall be redeemed on such teons as

may be ag~d of as the Court. on a de mand made either by any of the

recipient companies or by any of the dissenting members of the company

10 be di vided. thinks fit to order.

The provisions of Ihis Act governing alterations and

(3)

additions to the memorandum and articles shall. as appropriate. apply

to an y alterations and additions to the memorandum and anicles

necessitated by any division referred to in this Part.

Where there is more than one class of shares in any of

(4)

the companies involved in a division the extraordinary resolutions of

those companies concerning the division shall be subject 10 a separate

vote by at least each class of shareholders whose rights are affected

thereby.

(5) The extraordinary resolution take n by each of the

companies involved in a division shall cover both lhe approval of the

draft terms of division and any alterat.ions a nd additions to the

memorandum and articles necessitated by lhe di vision.

(6) The genernl meeting of an y recipient company shall nO{

be required if the following conditions are fulfilled -

(a) the publication of the statement referred to in paragraph

(e) of subsection ( l) of section 401 ofthisAct , provided for pursuant

to the registration required by vinue of subsection (5) of section

361 of this Act shtLIl be effected, for each recipient company, at

least one month and nOt more than three months before the date

fixed for the general meeting of lhe company 10 be divided which

is to decide on the draft tenns of division

(b) al.lea.<;t one month before the date specified in paragraph

(a) of this subsection all shareholders of each recipient company

shall be entitled to inspect the doc uments specified in subsection

( I) of section 365 of this Act at the registered office of that

company; and

(c) one or more shareholders of any recipient company

holding at least five per cent of the issued share capital which

carries a right to vO{e at general meetings of the company shall be

entitled to require that a general meeting ofthal. recipient company

be called to decide whether 10 approve the division.

363. (I) The directors of each of the companies involved in a Dnlwiq lip'"

division shall draw up a detailed written report explaining the draft ~kd",,=

tenus of division and selling out the legal and economic grounds for ~di"" by

them. in particular the share exchange ratio and the criterion detennining ". ........

the allocation of shares.

(2) The report shall refer 10 any n:port preparM pursuant to

subsectioa (4) of section 73 of this Act

The directors of a company to be divided shall infonn

(3)

the general meeting ofthal compan y of any material change in the assets

and liabilities between the date of preparation of the draft tenns of

division and the dale of the general meeting of the company to be divXied

which is to be convened to decide on the drnft tenns of division,

The directors o f a company 10 be divided shalJ

(4)

funhe. 'I~ inform the dim:tors of the recipient companies so thal these

directors can infonn the respective general meetings of any material

change in the assets and liabilities as specified in subscdion (3) of lhis

section,

364. (I) One Of more experts acting on behalf of each of the

companies involved in a division but independent ofthcm and approved

by the Registrar, shall examine the draft terms of division and draw up

a wri tten report to [he shareholders,

The provisions of subsections (2) to (5) of section 348

(2)

of this Act shall apply to the report,

The report on considerations mher than in cash referred

(3)

to in subsection (4) of section 73 of this Act and the report Oi'i the draft

terms of di vision drawn up in accordance wi th subsection (I) of this

section shall be drawn up by the expert or experts approved under

subsection ( I) of this section,

J6S. ( I ) All shareholders of the companies involved in a

division shall be entitled to inspect the following documents at the

regislered office of each company involved in the division at least one

month before the date of the general meeting which is to decide on the

draft terms of division -

(a) the draft tenns of di vision

(b) the annual accou nts and directors' reports of the

companies involved in the division for the preceding three

accounting periods

(c) an accounti ng statcment drawn up as at a date which

shall IIOt be earlier than the first day oC the third mon th preceding

the dale of the dmfi tenns of division, if the latest annual accounts

relate to an accounting period whkh ended more than six months

before mal dale;

(d) the reports of the directors of the companies involved

in the division provided for in subsection (I) of section 363 of this

Act; and

the reports provided for in section 364 of this Act.

(e)

The acco unting statemenfprovided for in paragraph (cl

(2)

of subsection (I) of this section shall be drawn up using the same

methods and the.same layout as the latest balance sheet

Provided that -

(a) it shall not be necessary to take a fre sh physical

inventory;

(b) the valuaLions SDown in the latest balance sheet shall be

alte~ only to reflect entries in the accounting records; and

(c) the following shall nevertheless be taken into account

interim depredation and provisions. and material changes in actual

values not shown in the aca)unling records.

(3) Every shareholder shaU beenLitled to obtain. on request

and free of charge, full or, if so des i~, partial copies of the documents

referred to in subsection ( I) of this section.

366, The provisions of Section 363. subsections ( I) and (2) of Noo-"'" ....... U.1'"

section 364 and paragraphs (cl. (d) and (e) of subsection (I) of section =:.~"

365 of this Act shall not apply ifall the shareholders of all the companies

,

I ve

d ' 10 a d'"

lVISlon h ave so agree d .

lOVO

367. The extraordinary resolution approving the division passed OoHoCtY'"

by the company 10 be divided and the extraordinary resolutions passed ~n::..";::I.oll"

by the recipient companies together with the instruments giving eITect ",division IQ

to the division, or an authentic copy thereof, shall be delivered for !~t'=:'­

registration to the Registrar who. being satisfied that the requirements

of the preceding provisions of this Part have been complied with. shall

register them.

368. ( I) The di vision shall not take effect until three monlhs RllllU d ~on

from the dale of the publication of the statement referred to in paragraph "'OJIJIOOC division.

(el of subsection (I) of section 40 1 of this Act relating to the

extraordinary resolutions approving the division.

(2) During the aforesaid period ofl hree months any creditor

of any of the companies invol ved in a division whose debt existed prior

to the publication of the statement referred to in paragraph (e) of

subsection (I) of section 401 of this Act, provided for pursuant to the

registration required by virtue of subsection (5) of section 361 of this

Act may. by writ of summons. object 10 the division. and if he shows

good cause wh y it should noltake effect. the Court shall either uphold

the objection or allow the division on sufficient security being given.

(3) In so far as a creditor of a company to which the

obligation or liability has been allocated in aocon:Ianoe with the draft

terms of di vision has not obtained satisfaction, the recipient companies

shall be jointly and severally liable for that obligation

Provided that as regards the recipient companies other than

the one to which the obligation or liability has been allocated, this

liability shall be limited to the net assets allocated 10 each of those

companies

Provided further that this subsection shall not appl y where

the operation involving the di vision is subject to the supervision of the

Court in accordance with section 375 of this Act and a majority in number

representing three-fourths in value of the creditors of the company to

be divided have agreed to forego such joint and several liability at a

meeting held pursuant to paragraph (c) of subsection (I) of section 375

of lhis Act

(4) The provisions of subsections (I), (2) and (3) of this

section shall apply to the debenture holders of the companies involved

in a division so long as the division has not already been approved by

the debenture holders, individually or by a special meeting of the

debenture holders called specifically for the purpose. at which meeting

all the debenture holders shall signify their consent.

369. The holders ofsccurities, other than shares, to which special

rights are attached, shall be given rights in the recipient companies

against which such securities may be invoked in accordance with the

draft terms of division, at least equivalent to the rights they possessed

in the company to be di vided, unless-

(a) the holders of those securities individually agree to the

alteration of their rights; or

(b) the alteration has been approved by a meeting of the

holders of those securitie,~ called specifically for the purpose at

which meeting all the holders of such securities shall signify their

consent: or

(c) the holders of these securities are entitled to have their

securities repurchased.

370. (I) Upon the division becoming effective either throogh o.a "u .. p ",

the lapse of the period referred to in section 368 of this Act or, where

objection is made under that section, by a decision of the Court, the

Registrar shall strike the name of the company to be divided off the

register and issue a certificate of registration. altered to meet

circu mstances of the case and denoting the fact of the division. for all

the rccip;cnt companies, and where a division which has been registered

under this Pan does not become effective pursuant to a decision of the

Court undcr section 368 of this Act, the Regisuar shall amend the

registration accOldingly.

(2) The Reiistrar shall , in respect of every company

involved in a division, either proceed 10 publish a notice of the division

aftcr il has become effective or 10 publish a notice thallhe division has

nOl become effective pursuant to a decision of the Court under section

344 ohhis Act in both cases as specified in subsection ( I) oflhis section,

The publication shall be made in accordance with the provisions of

paragraph (e) of subsection (I) of section 401 of this Act,

371. (I) A division shall have the following consequences _ c

(a) the recipient companies shall succeed to all the assets.

liabilities and obligations ofthc company 10 be divided, both as

between the company to be divided and the m;ipicnt companK:s

and as regards third parties without lhe requiremenl of any

fonnalities other than those arising under this Part

(b) the shareholders of the company to be divided shall

bc:oome shareholders of one or more of the recipient companies

"'"

(c) the company 10 be di vided shall cease 10 exist.

(2) No shares in a recipient compan y shall be exchanged

for shares held in the company to be divided either -

(a)

by that recipient company; or

by the company 10 be divided.

(b)

(3) The succession to all assets, rights. liabilities and

obligations of the company to be divided by the recipient companies,

referred to in paragraph (a) ofsubsection (I) of this section, shall not

give rise to any liability to Ihe payment of any duty or laX under the

Duty on Documents and Transfers Act or the Income Tax Act

Provided that this subsection shall nOl apply to such dut y and

any other fees that may be payable upon the allotment of DeW shares in

the recipient companies or upon an increase in their authorised share

capital.

(4) The di vision shall not prej udice the rights enjoyed by

the creditors of the company to be divided over any of the assets ofthal

company.

372. Any person who -

(a) being a director of a company to be divided and who is

responsible for the preparation and the implementation of Ihe

di vision, or

(b) being an expett who is responsible for drawing up on

behalf of the said compan y the report on the draft terms of the

division, and who, as a consequence of his wilful or negligent

misconduct in the performance of his duties causes damages to

any shareholder of the company to be divided,

shaU be liable for such damages.

373. Any interested party may contest the registration made by

the Registrar, by vi rtue either of section 36 1 or of section 367 of this

Act before the Coun in accordance with the following conditions -

(a) the contestation shall be made by application against

the Registrar within one month from the publication following the

registration referred to in section 36 1 of this Act on the grounds

that the draft terms of division were not drawn up in accordance

with the provisions of section 36 1 of this Act; or within three

mon ths from tbe publication following the registration referred to

in section 367 of this Act on the grounds that the resolution of the

extraordinary general meeti ng was void or voidable; notice of the

application shaU be published by the Registrar in the Gazette;

(b) where it is possible to remedy adefectliable to render a

division void or voidable, the Coun shall grant the companies

involved a period within which to rectify the situation;

(c) a notioc that thejudgmcnt ohhe Coon has been delivcr1!d

shall be published by the Registrar in the Gaune. which nottoc

shall specify whether the application has been allowed or dismissed;

(d) ajudgemcnt declaring a division void or voidable shall

not of itself affect the validity of oblignlions owed byor in relation

to the reci pient companies which arose before the judgement was

delivered and after the date of registration of the draft terms of

division rcfem:d to in section 361 of this Act or of the resolutions

and the other instruments referred to in section 367 of this Act

according to the casc;

(e) each of the recipient companies shall be liable for ilS

obligations arising after the date ca which the division took effect

and before the date on which thejudgement declaring the division

void was delivered;

the company 10 be divided shall also be liable for the

(I)

obligations refem:d 10 in paragraph (e) of lhis section

Provided that the extent of this liability shall be limited

to the share of the net asselS delivered to the recipient company ca

whose account such obligations arose

the division shall DOt take effect until the lapse of the

(g)

three months referred 10 in paragraph (a) of this section or. if an

application is filed. until the date of the final judgement. if the

application is refused; and

upon the delivery of the j udgement the Registrar shall.

(h)

where the application is allowed. amend the registrDlion accordingly

as if the division procedure had never commenced.

Ch. pIU 0 - Oh'isio n by lh~ rOf'mation or IIC'''' com pllnle:s

374. (I) The provisions of sections 361. 362. 363. subsections£; If " • ."

(I ) and (2) of section 364 and sections 365 10 373 of this ACI shall apply :::~ ~

10 division by the fonnation of new companies. as though references 10 di~..,.

the companies involved in a division were references only to the ~'':w,:''''­

company to be divided

Provided th3l the proviso to subsection (5) of section 37 1 of

this Act shall be deemed to refer to such dUlY IUld other fees as may be

payable upon the registration of the new companies.

(2) In addilion to the information specificd in subsection

(2) of section 361 of this Act. the draft tenns of division. which in the

case: of a division by formation of new companies shall only be drawn

up by the company to be divided. shall indicatc the status. name and

registcred office of each of the new companies.

Thedraft tcnns of di vision ofttle company 10 be divided

(3)

and. if they arccontained in a separ.ucdocumenl. thedraft memorandum

and the draft anicles of each of lhe new companies shall be approved

by an cxtrnOfdinary resolution taken al a general meeting oftbe company

to be divided.

The report on the consideration other than in cash as

(4)

referred to in subsection (4) of section 73 of this Act and the repon on

the draft terms of division of the company to be divided as referred 10

in subsection ( I) of section 364 of this Acl shall be drawn up by the

same expen or expens.

Neither section 364 nor section 365 of thls Act, in so far

(5)

as they relate 10 the expen's repon, shall apply where lhe shares in each

of the new companies are allocated to the shareholders of the company

to be divided in proponion to their holding in the issued share capital of

that company.

(6) The Registrar shall, after striking the name of the

company 10 be di viJed 01T lbe register in accordance with the provisions

of subsection ( I ) of section 370 of this Act, proceed to issue a certificate

of registration for each one of the new companies formed. denoting the

fact of its formati on as a result of the division .

Chapter III - Divisio n under the supervision or the Court

The company to be divided may, within onc month

375. (I )

from the date of publiclltion of its draft temlS of division. apply to the

Coun for it to supervise the division.

(2) The Coun shall as a result have the power -

(a) to caU a general meeting of the shareholders of the

company 10 be di vided in order to decide upon the di vision by

extrnordi nary resolution;

(b) toe nsure Ihat the shareholders of each of the companies

involved in the di vision have received or can obtain at least the

documen ts referred to in section 365 of this Act in time to examine

them before the date of the general meeting of their company called

to decide upoo the division

Provided thal if. by vinue of subsection (6) of section 362 of

this Act. the general rr.eeting of any of the recipient companies is

not to be beld, tbe Coun shall ensure that the shareholders of the

reci pient companies shall have at least one month within which to

exercise the rights conferred on them by that section;

(c) to call any meeting of creditors of each of the companies

involved in the division in order to decide upon the division.

(d) to ensure that the creditors of each of the companies

involved in the division have recei ved or can obtain alleast the

draft tenns of division in time to examine them before the date

referred to in parngraph (b) oflllis subsection; and

to approve the drnft tenus of division.

(e)

(3) Where Ihe Counestablishes that the conditions referred

to in paragraphs (b) and (d) of subsection (2) of this section have been

fulfilled and that no prejudice would be caused to shareholders or

creditors. il may-

(a) relieve the Registrar from the obligation relating 10 the

publicalion of the statement referred 10 in paragraph (e) of

subsection (I) of section 40 I of this Act required pursuant to the

registration of lhe draft terms of division in accordance with

subsection (4) of section 36 1 of this Act;

(b) relieve lhe companies involved in the di vision from

applying the conditions referred to in paragraphs (a) and (b) of

subsection (6) of section 362 oflhis Act: and

(c) relieve Ihe companies involved in tbe division from

applying the provisions of section 36S of this Act. in 50 far as they

relate to lhe period and the manner prescribed forthe inspection of

the documents referred 10 therein.

PA RT X -ASSOCIATI ON EN PARTICIPATION

376. An association ell participalioll is a cOnlract whereby a Den"" .....

person assigns to another person. for a valuable consideration contributed

by the latter, a portion of the profits and losses of a business orof one or

more commercialU'allsactions.

377. Saving any agreement to the contrary. the associating party

may not have other associates in the same business or transactions

without the consent of his associates.

378. ( I) In regard to third parties the ownership of, or other

rights over, a thing contributed by an associate shall vest in the

associating party,

(2) In the relations of the panics among the mselves, saving

any agreement that a thing contributed is to be restored in kind, the

associate shall. on the termination of the association, be entitled to the

reimbursement of the value of his contribution.

379. A third party shall acquire rights and assume obligalions

against and in favour only of the associating party.

380. The management of the busi ness or of the transactions in

respect of which the association was fonned shall vest only in the

associating party

Provided that the associate may. where it is so agreed and to

the extent agreed. supervise such business or U'aIlsactions

Provided funherth::it the associate shall. in all eases. beentitled

to an account of any transaction that is completed and, where the

association lasts for more than one year, 10 an annual account of the

management of the business or transactions in respect of which the

association was fonned,

381. Unless otherwise agreed. the associate shall bear the losses

in the same proportion in which he partakes in the profits, and his liability

shall be limited to his contribution.

382. Saving the provisions of tne preceding sections of this Pan,

an association t n participation may be fonned in such manner, in such

proponions of interests and upon such conditions as may be agreed

upon by tbe patties,

383. An association tn participation shaU be constituted by an FormIIl .... "",,!red

instrument in writing although any such association $Oconstiluted shall ::.::::~~.

not be subject to any other fonnalities prescribed in regard to partnerships

and it shall not have a legal personality distinct from that ofilS members,

PART XI- BODlES COJtPORATE CONSTITUTED

OUl'SIDE MALTA

Chaplf r I - Provisions u 10 eslablishmf nl of place of

business in Mal ta

Sections 385 to 389 of this Act shall apply to al l bodies .>.w_oI

384. d '

_..

'''- M-' _ ...... IDIO)19

L_

.L_'

•

corporate. w, ... tever u ..,lf type. COnstitute or U'lCOrpor3l .... OUlSI..... ...ta 01 Ibis Ad.

(hefeinafter in this Chapter and in Chapter I II of this Pan referred 10 as

"oversea companies") which eSlablish a placc of business within Malta.

385. (I) Oversea companies which, on or after the appointed ~""" 10

day, establish a place of business within Malta shall, within one mont h ~.~~.tz.its

of the establishment of the place of business, deliver to lhe Registrar " if '" ....

•

'

,or reglstratlon -

(a) an aulhentic copy of the charter, statutes or memorandum

and articles of the oversea company or other instrument constituting

or defming the constitution of the oversea company, and. if the

instrument is not written in the English or Maltese language. a

translation thereof into either of such languages, certified to be a

correct translation in such manner as may be prescri bed

a list of the directors and compan y secretary, if any, or

(b)

of the persons vested with the administration or the representation

of the oversea company. where that company does not have

directors or a company secretary. together with the following

paniculars, that is to say -

(i) in the case of an individual, his name, his usual

residential address. his nationality nod his business occupation.

if any, or, if he has DO business occupation, particulars of an y

directorship he may hold; and

in the case of a body corporate. ilS regislered or

(ii)

cOflJOr31e name and registered Of principal office; and

(c) the names and addresses of one or more individuals

resident in Malta authorised to represent the ovenea company in

Malta.

(2) Oversea companies constituted or incorporated outside

Malta which, before the appointed day, have been dul y registered with

the Registrar in accordance with the provisions of Pan VIlI of the

Ordinance. shall be deemed to be registered in accordance with the

provisions of this PIll't

Provided that oversea companies which have. before the

appointed day. established a place ofbusincss within Malta and continue

to have an established place ofbusincss within Malta on the appointed

day. shall compl y with the provisions o(this Part and in particularshaJl

deli ver to the Registrar for regiStration the documents and particulars

specified underpamgraphs(a). (b) and (c)ofsubsection ( I) ofthissection

within six months of the appointed day, unless they have already

registered such documents and particulars under the Ordinance.

386.lf anyalteration ismadein -

(a) the charter. statutes or memomndum and anicles of an

oversea company or any such instrument as aforesaid; or

(b) the directors or company secretary of an oversea

company or the plll't1culars contained in the list of the directors

and company secretary; or

(c) the names or addresses of the individuals authorised to

represent an oversea company in Malta,

the company shall, within one month of any such aiterolion. deliver to

the Registrar for regisUlllion a return contai ning the particulars of the

alteration. signed by a director. the company secretary or other authorised

officer of the compan y_

387, ( I) Every oversea company shall, in c\'ery calendar year,

make out and deliver to the RegistfUr for registration a balance sheet, a

profit and loss account and the notes to the accounts in such (onn. and

containing such particulars and incl uding such documen ts as, under the

provisions of this Act. the directors would, if the company had been a

company fonned and registered under this Act. be required to make out

and lay before the company in general meeting

Provided that the Registrar may IK:cep( for registration a

balance sneet. profit and loss account Md the notes to the occounls

prepared in the fonn required under the law of the place of !he company's

constitution or incorponllion if, in his opinion, or if as prescribed, such

accounts give substantially the same information as, or greater

information than, that required to be given in the: accounts referred to in

section 167 ofmis Act.

(2) Notwithstanding that the balance sheet. profit and loss

account and the notes to the accounts prepared in the form required

undcrthe law of the place ofthe company's constitution or incorporation

do not give substantially as much infonnntion as that required in the

accounts referred 10 in section 167 of this Act,lhe Registrar may, in his

absolute discretion, nevertheless agree to accept such accounts for

registration in compliance with subsection (J) of this section ; but in

Ihat event, subject as provided by subsection (4) of this section, the

company shall also delive r 10 the Registrar for registration -

(a) . a profil and loss account made OUI as nearly as may be

in !he fonnand coolainingthc paniculars rt\(juired by the provisions

of Chapter X of Title I of Pan V and the Third Schedule 10 this Act

governing the profit and loss accounl of companies fOl1l'Cd and

registered in Malta and giving a true and fair view oflhe profit and

loss, during the period to which it relates, on the company's

operations in Malta as if such operalions had been conducted by a

separate company formed and registered in Malta under this Act;

(b) a statemenl, as at the end of the period to which the

profit and loss accoum referTCd 10 in paragrnph (a)ofthis subsection

relates, showing the company's assets locally situated in Malta

classified, distinguished and valued in accordance with the

provisions governing the accounts of companies formed and

registered in Malla contained in Chapter X of Title 1 of Part V and

the Third Schedule 10 this Act, and the nature and amount of the

specific charges on such assets; and

(c) the notes to the accounts giving addi tional information

to that given in !he profit and loss account and in the halance sheet

refe!Ted 10 in paragraphs (a) and (b) of this subsection relating to

the company's operations in Malta and the assets locally situated

in Malta. drawn up in accordance wi th the provisions of Chapter

X of ride I of Part V and the Third Schedule to this Act governing

the nOles 10 the accounts of companies formed and registered in

Malta; and

(d) a repon on the account and Slatemcnt refe!Ted to in the

foregoing paragraphs of this subsection by an auditor qualified in

accordance with section 153 of this Act stating that in his opinion

and to the best of his informalion the accounts and statements are

in accordance with the accounting records of the company and

give the infonnation required by this Act in the manner therein

required and give a true and fair view of the matters therein Slated

Provided that the provisions of this subsection shall not apply

to any company which has at any time made in Malta any invitation 10

the public to acquire any of its shares or debentures or 10 deposil money

with it.

In the profit and loss account referred 10 in parngraph

(3)

(a) of subsection (2) of this section, the company may make such

apportionments and add such explanations as shall, in its opinion, be

necessary Of desirable in order to give a true and fair view of the profit

or loss of its operations in Malta and for this purpose may debit a

reasonable rate of interest 00 capital employed in Malta.

Notwithstanding that the RegisU"ar agrees to accept a

(4)

balance sheet, profit and loss account and the notes to the accounts

under subsection (2) of this section he may waive compliance with

paragraphs (a), (b), (c) and (d) of that subsection or any of such

paragraphs if satisfied that compliance therewith is impracticable having

regard to the nature of the company's operations in Malta.

If any such document as is mentioned in subsections

(5)

(1) to (4)ofthis section is not written in the Maltese or English language

there shall be annexed to it a translation thereof into either of such

languages, certified to be a correct translation in such manner as may

be prescribed.

388. Every oversea company shall in every prospectus inviting

subscriptions for its shares or debemures in Malta Slate the country in

which the company is constituted or incorporated.

389. If an oversea company fail s to comply with any of the

foregoing provisions of this Part any officer or agent of the company

who is in default shall be liable to a penalty, and, in the case of a

continuing default, 10 a further penalty for every day during which the

default continues.

Chapter n -Issues by companies constituted or incorporated or to be

constituted or incorporated outside Malta

(1)

The provisions of sections 391 to 399 of this Act shall

390. apply to companies constituled or incorporated or to be constituted or

incorporated outside Malta

(2) In this Chapter the term "expert" includes engineer.

valuer, accountant and any otherpe~ whose profession gives authority

to a statement made by him.

391. (I) It shall not be lawful fora person to issue, circulate or P' . ......... d

distribute in Malta any prospectus offering for subscription shares in or ootneII ... , ...... ,.

debentures of a company constituted or incorporated or to be constituted

or incorporated outside Malta, whether the company has or has not

established, orwhen formed will orwill not establish. a place of business

in Malta, unless the prospectus complies with the requirements of

subsections (2) and (3) of this section.

(2) The prospectus shall be dated and shall conlain

particulars with respect to the following matters -

(a) the instrument constituting or defming the constitution

of the company;

the enactments. or provisions having the force of an

(b)

enactment, by or unde r which the constitution or incorporation of

the company was effected;

(c) an address in Malta where that inslIUwcnt, and those

enactments or provisions. or copies of them. and. if they are not in

the Maltese or English language, a translation thereof into either

of such languages. certified to be a correct translation in such

manocr as may be prescribed, can be inspected;

(d) the dateon which. and the country in which. the company

was constituted or incorporated : and

(e) whether the company has established a place ofbusiness

iD Malta and. if so, the address of that place where the business is

principally carried out in Malta

(3) Subject to the foUowing proviSions of this section. the

prospectus shall comply -

(a) with Part I of the Second Schedule to this Act, as respects

the matters 10 be specified in the prospectuS; and

(b) with Part 11 oftha! Schedule as respecl$ the reporu 10

be set out,

(4) Parngraphs (.) to (c) of subsection (2) of this section

shall not apply in the case nf a prospectus issued more than two years

aflcr the company is entitled to commence business. and. in the

application of Part I of lhe Second Schedule 10 lhis Act forthe purposes

of this subsection , references to the articles of a company shall be

interpreted as references 10 the constitution or incorporation of the

company.

(S) It shall not be lawful for a peTSOn to issue 10 any person

in Malta a form of application for sbares in or debentures of such a

company or inlended company as is mentioned in subsection ( I) of this

section unless the form is issued with a prospectus which complies with

this Chapter and the issue of which in Malta does not contravene the

provisions of sections 393 and 394 or this Act

Provided that this subsection shall not apply if it is shown

that the form of application was issued in connection wilh a bona fide

invitation to a person to enter into an underwriting agreement with

respect to the shares or debentures.

(6) The provisions of this section·

(a) shall not apply 10 the issue to a company's existing

members or debenlure holders of a prospectus or form of

application relating to shares in or dcben turt;s of the company,

whether an applicant for shares ordebenlures will or willlK)( have

the righlto reDQunce in favour of other peTSOns: and

except in so far as it requires a prospectus to be dated.

(b)

shall nO( apply to the issue of a prospectus relating to shares or

debentures which are or ate to be in all respects uniform withshares

or debentures previously issued and for the time being listed on

the Mal ta Slock Exchange or on such other stock exchange as may

be prescribed: but subject as aforesaid the provisions of this section

shall apply to a prospectus or form of application whether issued

on or with refennce 10 the fomwion of a companyorsubsequelllly.

392. A condition requiring or binding an applicant for shares or

debentures to waive compliance with any requirement imposed -

(a) by subsection (2) of section 39 1 of this Act. as regards

the particulm to be CODlnined in lhe prospectus; or

(b) by subsection (3) of section 391 of this Act, as regards

compliance with the Second Schedule to this Act.

or purporting to affect an applicant with notice of any contrnct, documen t

or matter noe specifically referred 10 in the prospectus, shall be void.

393. (1) l11e provisions of this section shall apply in the case Ph..,""""

of a prospectus offering for subscri ption shares in or debentures of a

company constituted or incorporated or to be constituted or incorponued

outside Malta, whether it has or has nOI established. or when formed

wiU or will DOl establish. a place of business in Malta, if the prospectus

includes a slal:emenl purporting 10 be made by an expert.

(2) It shall nol be lawful for any pc£SOn 10 issue, circulate

or distribute in Malta such a prospectus i f ·

(a) the expert has not given. or has before delivery of the

prospectus for registration withdrawn. his written consent to the

issue of the prospectus with the Statement included in the form

and context in which it is included: or

(b) there does DOl appear in the prospectus a stalemcnt that

he has given and has nor: withdrawn his consent as above mentioned.

(3) For the purposes of this section. a stalement shall be

deemed to be included in a prospectus if it is contained in it, or in any

report or memorandu m appearing on its face, or by refe rence

incorporated in. or issued with, the prospectus.

394. ( I) iI shall Dot be lawful for a pe£SOn to issue, circulate or

distribute iD Malta a prospecluS oiTering for SUbscription shares in or =-:;'IOb<

debentures of a company constituted or incorporated or to be constitUled .. _ .....

or incorporaled outside Malta. whether the company has or has noe

es1ablished, or when fornEd will or will not establish, a place ofbusincss

in Malta unless the prospectus complies with the condition set OUt in

subsection (2) of this section.

(2) The prospectus shall have the effect. where an

application is made in pursuance of it, of rendering all persons concerned

bound by all the provisions of sections 99, 10 1 and 102 of this Act so

far as applicable.

395, (I) l11e provisions of this section shall apply where -

(a) it is proposed 10 offer 10 the public by a prospectus any ..... ...,. wldllI>o

shares in or debenl UJ'es of a company constituted or incorporated

or 10 be constituted or incorporated outside Malta, whether the

company has or has not cstablished, or when formed will or will

not establish. a place ofbusiness in Malta; and

application is made to the Malta Stock Exchange for

(b)

permission for those shares or debentures to be listed on that stock

exchange.

(2) There may, 011 the applicant's request, be given by orOll

behalf of IlK! Malta Stock Exchange a certificate that compliance with

the Second Schedule to this Act would be unduly burdensome, having

regard to the proposals. as stated in the request. as to the size: and other

circumstances oftlle issue of shares or debentures and as 10 any Iimila1ioll

on the number and class of persons to whom the offer is to be made.

(3) If a ccnificate is given under subsection (2) of this

section, and if the proposals above me ntioned are adhered to and the

partic ul ~ and information required to be published in connection with

the application for permission to the Malta Stock Exchange are so

published -

(a) a prospectus giving the particul~ and infonnation in

the form in which they are so required to be published shall be

deemed. to comply with the Second Schedule to this Act; and

(b) except as respects the requirement forthe prospectus to

be dated, section 391 of this Act shall not appiy to any issue, after

the permission applied for is given. of a prospectus or form of

application reiating to the shares or debentures.

396. (i) It shall not be lawful for a person to issue, circulate or

distribute in Malta a prospectus offering for subscription shares in or

debentures of a compan y constituted or incorporated or to be constituted

or incorporated outside Malta, whether the company has or has not

established. orwhen fOl 1 lied will orwill f)()( establish, a place of business

in Malta. unless before the issue, circulalion or distri bution the

requirements of this section have been complied with.

(2) A copy of the prospectus. cen ified by two directors. or

persons holding or occupying equivalent posts, of the company as having

been approved by resolution of the board of directors or equivalent

body, shall have been delivered for registration to IlK! Registrar.

(3) The prospectus shall state on the face of it that a copy

has been sodelivered to the Registrarand the following shall be endorsed

or attached to that copy of the prospectus -

(a) any conscnt 10 lhe issue of lhe proSpeClUS which is

required by section 393 of this ACI

a copy of any contracl required by paragraph 23 of the

(b)

Secood Schedule 10 this Act 10 be staled in the prospectllS or, in

the case of a contract not reduced inlO writing, a memorandum

giving full paniculars of it.

Where, in lhe case of a prospecluS deemed by virtllC of

(4)

a certificate under section 395 of this Act 10 comply with the Second

Schedule to this Act, a contract or a copy of it, or a memorandum of a

contracC, is requirt:d to be available for inspection in connection with

an application under that section to the Malta Stock Exchange, a copy

or, as the case may be, a memorandum of the contract shall be endorsed

on or attached to the copy of the prospectus delivered 10 the Registrar

for registration.

(S) References in paragraph (b) of subsection (3) and in

subsection (4) of this seclion to the copy of a contract shall be, in the

case of a conlnK:t wholly or partly in a foreign language, 10 a copy of a

translation of the conlIaCt into Maltese or English, or a copy embodying

I translation into Maltese or English of the parts in a foreign language.

as the case may be, and -

(a) the transilllion shall in either case be certified to be a

conecl transiation in such manner as may be prescri bed: and

the reference in subsection (4) of this section 10 a copy

(b)

of acontrnct required 10 be available for inspection includes a copy

of a translation of il or a copy embodyi ng I translation of parts of

it. certified as aforesaid.

397. <I> A person who is knowingly responsible for the iSSllC, Cc. "" --..... '"

circulation or distri bution of a prospeCluS. or for the issue of a foml of ::.-::;\ <10

applic8Iion for shares or debentures, in contravention of any of the M"' .... __

provisions of sedions 39 1 to 396 of this ACI shall be liable 10 a penalty.

(2) The provisions of section 94 of this ACI shall extend to

every prospectus ofTering for subscription shares in or debenlures of a

compan y constituted or incorporated or to be const ituted or incorporated

outside Malta, whether the compan y has or has not established, or when

fonned will or will not establish. a place of business in Mafia, substituting

ror any refeR:nce 10 section 92 ofmis Act a R:rerence 10 sec1ion 393 or

this Act.

(3) In the event of non-compliance with or contravention

of an y of the requirements of subsection (2) of section 39 1 of this Act

os regards the particulars to be contained in the prospectus. or subsection

(3) of section 391 of this Act os regards compliance with the Second

Schedule to this Act. a di rtc:tor or other person responsible for the

prospectus shall incur no liability by re:lSOn of the non-compliance or

contravention if ~

(a) a.~ regards any matter not disclosed. he proves that he

was not cognisant of il; or

he proves that the non-compliance or contravention arose

(b)

from an honest mistake of fact on his pan; or

(c) the non-complitmce or contravention was in respect of

matters which, in the opinion of the Court, were inunaterial or

were otherwise such as ought. in the opinion of the Court. having

regard to all the circumst:tnceS of the case. reasonably to be excused.

(4) In the event of failure to include in a prospectus to which

this Part applies a statemellt with respect to the matters contained in

paragraph 24 of the Second Schedule to this Act. no director or other

person shall incur any liability in respect of the fail ure unless it is proved

that he had knowledge of the matters not. disclosed.

(5) Nothing contained in sections 39 1 or 392 ofthis Act or

in this section. shaH limit or diminish any liabililY which a person may

incur under this Act or under any other law in force in Malta apan from

those provisions.

398. ( I) Where a document by which the shares or debentures

of a company constituted or incorporated outside Malta are offered for

sale to the public would, if the company had been a company fonned

and registered uDder this Act, ha ve been deemed by virtue of section 95

of this Act to be a prospectus issued by the company, that documell,t

shall be deemed, for the purposes of this Part a prospectus so issued.

(2) An offer of shares or debentures for SUbscription or sale

to a person whose ordinary business it is to buy or sell shares or

debentures. whether as pri ncipal or agent. shall not be dee med an offer

10 the public for those purposes.

(3) In this Pan "shares" and "debentures" have the same

meaning as when these expressions are used, elsewhere in this Act, in

relation to a company fonned and registered under this Act.

Chapter U1- ProvisiOll$ as to the winding up or the a«airs

In Malta of an ovel'5ta company

399. (I) The Coun may wind up lhe affairs in Malta of an AlroltJill MoItaof

oversca company constituted or incorporated outside Malta in any of

the cases mentioned in section 214 of lhis ACI in which it may dissolve by lllea:..t.

and wiDd up a compariy fonned and registered in Malta

(2) The Court may exercise its power under subsection ( I)

of this section irrespective of whether the oversea company is being or

has been wound up or has otherwise been dissolved or ceased to exist

as a company under the law of its constitution or incorporation,

(3) For the purposes of this section. every person, who is

liable to pay Of conlribute to the payment of any debt or liability of the

oversea compan y, or to pay or conlribute to lhe payment of any sum for

the adjustme nt of the rights of members among themselves, Of to payor

conlribute to the payment of the expenses of the winding up of the

company, shall be deemed to be a contri butory.

(4) Every conlributory shall be liable 10 contribute to the

oversea company's assets all sums due from him in respect of such

liability as is mentioned in subsection (3) of this section,

(5) Subject to the provisions of subsections ( I) to (4) of

this section, the winding up of the oversea company's affairs in Malta

shall be carried out by applying the provisions of TItle U of Pan V of

this Act. with such modifications as an: necessary 10 accommodate the

fact that the oversea company. the affairs of which are being wound up.

is a company constituted or incorporated outside Malta,

PART xn - GENERAL

400. ( I) The Minister shall appoint a petSOn to be Registrar of ::-..!~"':;.,.

Companies and other Commercial Partnerships. who shall be designated ....

"Registrar of Companies", and may appoinl persons 10 assist suc h

Registrar, conferring on any such persons all or any of the powers of

the Registrar under this Act or any other law,

(2) Without prejudice to the provisions of subsection (I) of

this section, Ihe Registrar may authorise in writing any person serving

with the office of the Registrarto perfonn an y of the functions assigned

to the Registru under this Act or any other law.

401. ( I) In addition 10 the other duties prescribed by this ACI. ~Mid( oaI<bietof

it shall be the dUlY of the Registrnr _

(a) to ensure compliance with any provision of this Act

requiring an aa 10 be done or to be omitted 10 be done wnether

under a penalty or nOl; and to consult the Official Receiver where

.such action relates to matters falling within Title n of Pan V of

this Act;

(b) to recover penalties due under this Act in accordance

with the provisions of subsection (3) to ( 17) of this section;

(c) to exercise any powers of investigation conferred upon

hi m by this Act;

(d) to retain and register any document which is required to

be delivered or given to or served on him for registration under

an y of the provisions of this Act;

(e)

where under any of the provisions of this Act -

(i) any document is required to be delivered or given

to or served on him for regislnltioo; or

any certificate is issued by him on the registration

(ii)

or change of name orconversion or amalgamation ordi vision

of a commercial partnership, or the name of a commercial

partnership is sU1Jck off the register,

to cause without delay a statement to be published in the Gazette

showing the date at which the registnltion, delivery or service was

made, or III which the certificate was issued or at whieh the name

of the commercial partnership was struck off the register, and the

general nature of the document or certificate. and giving such

particulars as are necessary to distinguish the commercial

partnership to which the statement related

Provided that the Registrar shall additionally be required to

publish without delay in a dail y newspaper circulating wholly or

mainly in Malta a notice s howing s ubstan tially the same

infonnation contained in the stalement published in the Gazette,

consequent to the registration referred to in the following sections

of this Act

Subsection (2) of section 19;

Subsection (I) of section 36;

Subsection (3) of section 88;

Subsection (6) of section 88;

Subsection (8) of section 88;

Subsc:ction (1) of section 224;

Subsection (I) of section 265;

Subsection (5) of section 320;

Subsection (1) of section 331;

Subsection (I) of section 338;

Section 350

Paragraph (a) of subsection (3) of section 358;

Paragraph (a) of subsection (I) of section 359;

Section 367; and

Subsection (4) of section 428.

In the event of any reduction. dissolution or assignment as

~ refcrttd to in section 21 of this Act. orof any deduction refern:d

to in section 83 of this Act. the Registrnr shall proceed wi th the

publication of a statement in the Gazette and in a daily newspaper

in accordance with the req uirements of this paragraph.

The publication of the notice referred 10 in this proviso shall

be subject to the following provisions

(i) The publication of the notice shall he made by the

Registrar at the expense of the commercial partnership

concerned. with the exception of the publication of a

disqualification order made in accordance with section 320

oflhis Act. in which case the publication shal l be made at the

expense of the persoo disqualified

(H) A commercial pannership. liable for the expense

of the publication of a notice in accordance with this proviso,

shall effect payment without delay, and in the event that such

comm:rcial partnership is or has been dissolved. the Registrnr

shalt. in regard to the said expense, enjoy the same preferential

ranking as expenses properl y incurred by a liquidator in

accordance with this Act;

(Hi) The expense incurred by the Registrar in

publishi ng a notice pursuant to this proviso shall be notified

in writing to the commercial partnership or person liable for

theexpense in accordance with this proviso. Such notification

shall be deemed equivalent to a notice given in terms of

subsection (3) of this section. and the expense incurred by

the Registrnr shall. in so far as applicable. be considered

equivalent to a penalty referred to in the same subsection.

The provisions of subsections (3) to (17) of this section shall

mlllalis mutandis apply to such expense;

to supply copies. cenified copies or verified and cenified

(0

copies of documents registered pursuant to this section against

payment of the prescribed fee to any person who requests them;

(g) to deliver to the Director of the Public Registry for

ltgislration at the Public Registry Office a notice containing the

paniculan; of any conversion. amalgamation ordivision which has

taken effect in accordance wi th Parts VII . VIII and Xl respectively

of this Aa; such notice shaU show substantially the same particulan;

as the statement published in the Gazette pursuant to the proviso

to paragraph (e) of this subsection; and it shall be the duty of the

Director of the Public Registry to register the notice ora n(l(e thereof

in like manner as notes of reference. in so far as applicable. as the

Director may consider appropriate.

(2) Any document. certificate. or other particular required

to be delivered, given to or served on the Registrar for registration may

be relied on by the commercial partnership as against third parties only

after it has been duly published in accordance with paragraph (e) of

subsection (I) of this section. unless the commercial partnership proves

that third panies had knowledge thereof in which case the commercial

partnershi p may rely on any such document. certificate Of (l(her particular

f}(Mwithslallding that it has not yet been so published. Any transactions

taking place before the sixteenth day follOwing the publication of any

such document. certificate or other particular shall not be relied on as

against third parties who prove that it was not possible for them to have

had knowledge thereof

Provided that at any time third parties may always rely on

any such document, certificate orotherpanicular. even if the publication

fonnalities in relation thereto have not at that time been complied with;

Provided funhcr that where this Act requires that any provision

shall not take effect until the lapse of a panicular period. the provisions

of this subsection shall only come into effect on the lapse of the later

period.

(3) Where the Registrar gives notice in wrilingtoany person

that such person has become liable loa penalty under this Act specifying

the nature of the infringement. and indicating an amount as due by way

of penalty in respect of such infri ngeme nt. the person to whom the notice

is given shall. without prejudice to the provisions of subsections (4) 10

( 17) of this section, be deemed to have incurred a penalty under this

Act. and the amount indicated as aforesaid as due by way of penalty

incl udi ng any penalty due for each day during which the defaull

continues shall be deemed to be the penalty due under this Act in respect

of the infringement specified in the notice.

(4) A notice as is referred to in subsection (3) oflhis section

shall, upon the service of a copy thereof by means of a judiciaJ act on

the pe~ indicated in the notice, constitute an executive title for all

effects and purposes of Title V U of Pan I of Book Second of the Code

of Organization and Civil Procedure unless such person shall within C",.12.

thiny days from the date of such service instiwte proceedings before

the Coun objecting to the penalty so fi xed.

Where any person desires 10 institute proceedings

(5)

objecting 10 a penaJty referred to in subsection (3) of this section, such

proceedings shall be instituted by application against the Registrar.

The application shall, under pain of nullity, state clearly

(6)

and concisely the nature of the complaint, the facts OUI of which the

complaint arises, the reasons why such complaint should be upheld,

and the claim that the penaJty is Dot due at law or is due allaw only in

a smaller amount.

(7) TheCourt shall not an nul or reduce a penalty as aforesaid

unless such penalty cannot at law be imposed in the circumstances of

the case. or cannot at law be fixed in the amoun t rlXed by the Registrar.

(8) The applicant shaJl anac h to the application all such

documents in suppon of his claim as it may be in his power 10 produce,

and shall indicate in his application the names of all wi tnesses he intends

to produce stating, in respect of each, the proof which he intends to

m.to.

(9) The Court shall, without delay, set down the application

for hearing at an early date. whic h date shall in no case be later than

thiny days from the date of the fil ing of the application.

(10) The application, and the notice of the date fixed for

hearing. shall be served on the Registrar without delay, and the said

Registrar shall file his reply themo within founcen days after the date

oftlle service of the application.

(1 1) The Registrar shall, in his reply, state clearly and

concisely whether he agrees to the facts set out in the application. and

the reasons why he objects to thc claim; he shall moreover state in his

reply the names of the witnesses in s uppon of his reasons and shall

attach thereto all lhe documents in suppon thereof.

(12) On the day fixed for the bearing of the application, the

Court shall consider only the issues of fact and of law as are ascertainable

from the application, reply or documents filed. by either of the parties,

Of from the evidence indicated by either ofthc parties in the application

or reply, as the case may be, Of from the oral pleading of either of the

panies.

( 13) The Court shall hear the application to a conclusion

within five wooing days from the date fiJle(\ for the original hearing of

the application. and no adjournment shall be granted ex.cept either with

the consent of both parties, or for an ellceptional reason to be recorded

by the Court. and such adjourned date shall not be later than thalj ustified

by any such reason.

(1 4) Saving the preceding provisions of this section. the

provisions of the Code of Organization and Civil Procedure relating to

proceedings before the Fust Hall of the Civil Court shall apply in relation

to any such application.

(15) NOIwithstanding the provisions of subsection (2) of

section 256 of the Code of Organization and Civil Procedure. the

executive title referred to in subsection (4) of this section shall nOl be

enforceable before the lapse of thirty days from the service ofthe judicial

act therein referred to.

(16) The decision of the Court upon an application referred

to in subsection (5) of this section. confirming the imposition of a penalty

fixed by the Registmror reducing any such penalry. shall upon becoming

res judicata be deemed to be a judgment of the Court ordering the

payment by the applicant of the penalty as confirmed or reduced.

(17) An appeal from a decision of the Court upon an

application referred 10 in subsection (5) of this section, shall be made

by means of an application to the Court of Appeal to be filed within sill

working clays oflhe dale of the decision; the person against whom the

appeal is entered shall within si . . working days from Ihe service upon

him of the application file a reply to the appeal.

402. (I ) Any me mber of a company who complains mal the

affairs of the company ha ve been or are being or are likely to be

conducted in a manner that is. orthat any act or omission ofthe company

have been or are or are likely to be. oppressive. unfairly discriminatory

against. or unfairl y prejudicial. to a member or members or in a manner

thaI is contrary 10 the inle~stsofthe members as a whole, may make an

application to the Coun for an order under this scction.

Whe~ the Regislrar has received a ~port on a company

(2)

under section 410 and it appears to him that the compan y's affairs are

being or have been conducted in a manner falling within the meaning

of subsection ( I) of this section, he may make an application to the

CO UI1 for the issue of an order under this section,

If on an application made in tenns of subsection (I) or

(3)

(2) of this section, the Court isofthe opinion that the complaint is well·

founded and that it is just and equitable 10 do so, the CouI1 may make

such order under such tenns as it thinks fi t -

(a) ~gulating the conduct of the company's affairs in the

future: or

resuicting or forbidding the carrying out of any proposed

(b)

&Cl: or

(c) requiring the company to do an act which the applicant

has complained it has omilled to do: or

(d) providing forthe purchase of the shares of any members

of the company by other members of the company or by the

company itself and, in the case of a purchase by the company, for

the reduction accordingly of the company's issued share capital

.,

(e) directing the company to institute, defend. continue or

discontinue COlIn proceedinp. or authorising a member or members

of the company 10 institute. defend. continue or discontinue coul1

proceedings in the name and on behalf oflhe company: or

providing for the payment of compensation by such

(r)

person as may have been found by the coun responsible for loss or

damage suffered as a result of the act or omission complai ned of,

to the person suffering the said loss or damage: or

(g) disso lving the company and providing for its

consequential winding up.

(4) An order made under this section may require acompany

not to make any amendment, or to make such amendment as may be

required. in its memorandum or articles.

In this section, the tenn "member" includes a person

(S)

entitled at law 10 represent the interests of a deceased member, a person

to whom shares in the company have lawfully devolved bywaY O( IHbIC

or illlestate succession, and a licensed nominee, as dc:fmcd in section

127 oflhis Act. who holds in his name shares in the company on behalf

of and for the illlerest of anodlC r person beneficially entitled thereto.

403. ( I) The provisions of sections 404 to 41 3 and of sections

41 8 10 423 of this Act which rc:gullUc the investigation ofme affairs of

companies, shall also appl y toothercormnercial partnerships as though

references 10 ~com pan ies " include references to "commercial

pannerships", references to "shares" and to "issued sharecapital" include

references 10 " interests in the partnership". and references 10 "directors"

include references to "partners other than limited partners."

(2) The provisions of sections 405 to 4\0, 41 2, 413 and

subsection (1 )of section 423 ofthis Act shall apply tnall bodies corpoiUle

constituted or incorporated outside Malta which are carrying on business

in or have at any time carried on business in Malta, as if they weR

co mpanies under Ihis Act, but subject to a ny adaptations and

modifications as may be prescribed.

(3)

Where the Regisuar appoints one or more inspectors

for an y of the purposes specified in the following sections ofthls Part.,

such inspectors shnll produce their ktter of authority when so R:quired

in the exercise of their powers.

(4) Where any ofttlc po wers arising in tenDS of this section

or in tenDS of sections 404 to 407,410,4 11,4 14 and 41610 4 19 of this

Act an: ellercised or are to be exercised in respect of a company which

is lice nsed or supe rvised by a co mpete nt authority as defi ned in

subsection (3) o f section 4200fthis Act. such powers shall be exercised

after consultation wi th the R:levant competent authority.

(5) An inspector appointed under this Part shall be a person

selected by the Reg istrar from a list. approved by the: Minister from

time to time, of persons deemed competent to act as inspectors under

this Part .

404. ( I) The Registrar may by letter of authority appoint one

or more inspectors to investigate the affairs of a co mpany and to report

thereon in such manner as he may direct.

(2) The appoint ment may be made at the request of at least

two hundred members or of members holding at least one-tenth of the

issued share capital. or at the request of the company.

(3) The: request shall be suppocted by such evidence as the

Registrar may require foe- the purpose of showing that the pe~n or

perso ns making the request have good reason for req ui ring the

investigation.

(4) The Registrar may. befOR: appointing inspectOB. require

the peBOl\ or persons making the request to give such security as he

may req ui re for payment of the expenses 01 the investigation.

The Registnlrmay exercise the powers conferred by tms

(!I)

section with respect toa company notWithstanding that it is in thecourse

of being wound up volunulrily.

405. ( I) Where the Court. in the course of proceedings before ~.: ~,:.

it under this Act. by order declares that the affairs of a company are to ,.. •

be investigw:ed. the Regisltllf shall by lener of authority appoint one or

more inspectors to investigate the affairs of that company and to repon

there<lD in such manner as he directs.

(2) The Court shall makean order as specified in subsection

( I) of this section if it appears to it that there are circumstances

suggesting -

(a) that the company's affairs are being or have been

conducted with intent to defraud ilS creditor.> or otherwise for a

fraudulent or unlawful purpose. or in a manner which is unfairl y

prejudicial to some pan of ilS members; or

(b) thal any actual or proposed act or omission of the

company is or would be so prejudicial. or that the company was

formed for an y fraudulent or unlawful purpose; or

(c) that persons concerned with the company'S formation

or the man3gement of its affaini have in connection therewith been

guilty of fra ud or other misconduct towards it or towards its

members; or

(d) th.:U the company's members have not been given all

the information with respect to its affairs which they might

reasonably expect.

(3) The provisions of subsections ( I ) and (2) of this section

shall appl y without prejudioc to the powers of the Registrar under section

404 of this Act.

(4) The power conferred by subsection (2) of this section

shall be exercisable with respecl to a compan y DOlwithstanding that it

is in the COWie of being wound up voluntarily.

406. ( I) If inspectors appointed under section 404 or section

40S of this Act to investigate the affairs of acompany think it necessary

for the purposes of their investigation to investigate also the affairs of

another body corporate which is or al any relevanl time has been the

company's subsidiary or holding company, or a subsidiary of its holding

company or a holdi ng company of its subsidiary. they shall have power

10 do so; and lhey shall report on the affairs orthe OI:hcr body corporate

so far as they think that the res ults of their investigation of its affairs arc

relevant to the investigntioo of tht affairs of the rU'S t mentioned company.

Inspectors appointed under section 404 Of section 405

(2)

of this Act mayal any time in the course of their investigation, wi thout

the r.ews~ity of making an interim n:port. inform the Registrar of mallers

coming to their knowledge lIS a n:sult of the investigation te nding to

show the existence of a default or the commission of an offence.

407. ( 1) When inspectors are appointed under section 404 or

section 405 of this Act, it shall be the duty of all officers and agents of

the company. and of all officers and agents of any other body corporate

whose affairs are investigated under subsection (I ) of section 406 of

this Act -

(a) to produce to the inspectors all accounts, accounting

n:cords and documents of or relating to the company or, as the

case may be, the other body corporate which arc in their custody

or power, when required to do so

(b) to attend before the inspectors when ~uired to do so

(c) ot herwise to give the inspectors all assistance in

connection with the investigation which they are reasonably able

to give.

(2) If the inspectors consider tha! a person other than an

officer or agent of the company or olher body corpornte is or may be in

possession of information concerning its affairs. they may require that

person to produce to them any accounts. accou nting records or

documeots in his custody or power relating to the company or other

body corporate. to attend before them and otherwise to give them all

assistance in connection with lhe investigation which he is reasonably

able 10 give. and il shall be lbe dUlY of lhaI penon 10 comply wilb lhaI

requirement.

An inspector may examine on oath the offi cen and

(3)

agents oflbe company or other body corporate. and any such person as

is menlioned in subsection (2) of this section. in relation 10 the affairs

of the company or other body COfpOf1Ue, and may administer an 0IIlh

accordingly.

In Ibis section a reference to offurs or to agents includes

(4)

past. as well as present, offioetS or agents, as the case may be: and

"3gcnu", in relalion 10. compaDy ocotbcrbody coqJOnlte, includes its

bankers and persons appoi nted by it as auditors. whether these persons

are or arc not offiocrs of the company or other body corpon!.te.

408. Ir an inspcaor has reasonable grounds for believing lhaI a I"owa"af ', '

director, or past direc:ror. of the company or other body corporate as

referred to in subsection (I) of section 406 of this Act whose affairs he

is investigating maintains or has maintained a bank account of any

description. whether alone or jointly with another person and whether

in Malta or elsewhere. into or out of which there has been paid -

(a) lbe emoluments or part of the emoluments of his offioc

as director as aforesaid, whether or not. disclosed in theaccounting

records of the company; or

(b) any money which has resulted from or been used in the

financing of an undisclosed transaction. arrangement or agn:cmenl;

"

(c) any money which has been in any way connected wilb

an act or omission, or series of acts or omissions which on the pan

of that director constituted misconduct. whether fraudulent or not.

towards the company or body corporate or its memben.

the inspector may require the di reclor 10 prod uce to him all documents

in the diredor's possession, or under his control. relating to that bank

account.

409. If any person referred 10 in section 407 of this Act -

(a) refuses to produce any book or document which il is his ...

duly under section 407 or section 408 of Ibis Act to produce to the

inspectors: or

refuscs to attend before the inspectOl'1i when required to

(b)

(c) refuses to answer any question put 10 him by the

inspectors with respect to the affairs ofme company or other body

corporate. as refcrred to in subsection (I) of section 406 of this

Act. as the case may be.

heshall be guilty ofan offence and liable on conviction 10 a fine (mu/ta)

of not more than IWO lhousand liri or imprisonment for a LCnn nOl

exceeding six months or 10 both such fine and imprisonment.

( I) The inspectors sha11 make interim repons 10 the

410. Registrar and on the conclusion of their investigation shall make a final

If the inspectors were appointed under section 405 of

(2)

thisAct in pursuance of an order of the Coun. the Rcgistrar shall furnish

a copy of all their reportS to the Court.

The Regisliw may. if he thinks fit -

(3)

forward a copy of any report made by lbe: inspectors to

(a)

the company's registered office;

(b) furnish a copy on request and on payment of the

prescribed fee 10 -

(i) any merrber ofthe company orotherbodycorporute

which is the subject of tbe: report;

(ii) any person whose conduct is referred to in the

report;

(iii) the auditors of that company or body OOfpontle;

(iv) the applicants for the investigation;

(v) any other person whose financial interests appear

to the Registrar to be affected by the matters dealt with in the

repon. whether as a creditor of the company or body corporate.

or otherwise; and

(c) cause any such report to be published.

If. fro m any report made under section 410 of this ACI

(I)

411. or from information or documents obtained under section 4 t 8 or section

419 of lhi.s Act. it appears to the Registrar that any civil proceedings

ought in the public interest to be brought by an y body corpomte, he

may himself with the consent of the Attomey General bring such

proceedings in the name and on behalf of that body corporate.

(2) The RegistJ"ar shall indemnify the body corporate against

any costs orexpenses incum:d by it in or in oonnection with proceedings

brought under this section.

412. (1) The expenses of and incidental to an investigation by ~:i;;'!.

inspectors appointed by the Registrar shall be defrayed by him; provided " ,.,1" • ..,. .....

IhaI the persons mentioned in subsectiOns (2) to (S) of this section shall

be, to the extent there specified, liable to make repayment to the

Registrar.

(2) A person who is convicted on a prosecution instituted

as a result of the investigation, or is ordered to pay the whole or any

part oC the costs of proceedings brought under section 41 1 of this Act

may in the same proceedings be orderccl to pay those expenses to such

extent as may be specified in the order.

(3) A body corporate in whose name proceedings are

brought under section 411 oC this Act shall be liable to the amount or

value of any sums or assets recovered by it as a result of those

proceedings; and any amount for which a body corporate is liable under

this subsection shall be paid, in priority to all other claims, from the

sums or assets recovered.

(4) A body corporate deall with by the inspectors' report

shall be liable for the expenses of and incidental to the investigation

unless that body corporate was the applicant for the investigation, and

unless the Registrnr otherwise directs.

(5) The applicant or applicants for the investigation, where

the inspectors were appointed under section 404 of this Act, shall be

liable 10 such extent, if any, as the RegislraC may direct.

(6) The report of the ins pectors may include a

recommendation as to the directions which they think appropriate, in

the light of their investigation, to be given under subsection (4) or

subsection (5) of this section.

(7) For the purposes of this section, any costs or expenses

incum:d by the RegislraC in or in connection with proceedings broughl

under section 411 of this Act are to be treated as expenses of the

investigation giving rise to the proceedings.

(8) Any liability to repay the RegiSlrar arising from

subsections (2) and (3) of this section shall. subject to satisfaction of

the right of the Registrar to repayment. be a liability also to indemnify

all persons against liabi lily uDder subsections (4) and (5) of this section;

and any such liability imposed by subsection (2) of this section shall,

subject as mentioned above. be a liability also to indemnify all persons

against liability under subsection (3) of this section.

(9) A person liable uDder anyone of the subsections referred

to in subsection (8) of this section is entitled to contribution from any

other person liable by virtue of the same subsection. according to the

amount of their respective liabilities by virtue of that subsection.

( 10) Expenses to be defrayed by the Registrar under this

section shall, insofar as not recovered by virtue of its provisions. be

paid out of public funds.

413. A copy of any report of inspectors appointed under section

404 or section 405 of this Act certified by the Registrar to be a true

copy, shall be admissible in any legal proceedings as evidence of the

opinion of the inspectors in relation to any matter contained in thal

report.

414. (I) Where it appears to the Registrar thal there is good

reason to appoint one or more inspectors to investigate and report on

the membership of any compan y for the purpose of delennining the

true persons who arc: or have been financially interested in the success

or fai lure of the company or able to control or materially innuence its

policy. he may by letter of authority appoint one or more inspectors for

such purpose.

(2) The appointment of inspectors made by virtue of this

section may establish the scope of their investigation, whether as respects

the maller or the period to which it is to extend or otherwise. and in

particular may limit the investigation to matters connected with particular

shares or debentures.

If a request for an investigalion under this section with

(3)

respect to particular shares or debentures of a company is made 10 the

Regislrar by members of the company. and the number of persons

making the request or the amount of the shares held by them is not less

than that R:quired for a requesr for the: appointment of inspectors made

by virtue of subsection (2) of section 404 of this Act -

the Rcgistrar shall appoint inspectors to conduct the

(a)

...

investigation, unless he: is satisfied that the request is vcxatious;

(b) the Rcgistrar may cxclude from the scope of the

investigation any mattcr in respect of which he is satisfied that it

would be unreasonab~ 10 investigate.

(4) Subject 10 the tenns of their appointment. the inspectors'

powers shall extend to the investigation of any circumstances suggesting

the clistenoc of an IlmUIgcmenl or understanding which, though not

legally binding, is QC' was adhered 10 or likely to be ad.t.e.ed to in pnlclicc

and which is relevant 10 the purposes of the investigation.

(5) The Regisuarmay, before appointing inspectors, require

the person QC' pe1500S making the R:qUC51 to give such security as he

may require for payment of expenses of the: investigation.

415. (I) For the purposes of an investigation made by virtue

of section 414, the provisions of subsection (I) of section 406 and

sections 407,408 and 409 shall apply with the ncc<"ssary modifications

of references 10 the affairs ofthc company orto those of any other body

corpomte, subject however to the provisions of subsections (2) 10 (4) of

this section.

(2) The provisions of the sections referred to in subsection

( I) of this section shall apply to-

Ca> all penons whoan: QC' have been, or whom the inspcctQC'

has reasonable cause to believe to be or have been, fin ancial ly

interested in the success or failure of the company or any other

body corporate whose membership is invcsligmed wi th that of the

company, or ablc to control or materially innuence ilS policy,

including persons concerned in the affairs of the company only on

behalf of Oihm; and

any other person whom the inspector has reuonable

(b)

cause 10 believe possesses infonnation re~vanl to the investigation;

as they apply in relation to officers and agents of the company or any

other body corporate whose me mbership is investigated, as the case

may be. ''Officers'' and "agents" shall have the meaning assigned to

them by subsection (4) of section 407 of this Act.

(3)

If the Registrar is oftheopinion that there is good reason

for nO( divu lging any pan of a repon made by vinue of section 414 o f

this Act and of this section, he may forward or furnish a copy of the

repon in accordance with the provisions of subsection (3) of section

410 of this Act with the omission of that part.

The applicant or applica nts for the investigation shall

(4)

be liable to such extent. if any. as the Registrar may direct: and subject

as aforesaid, the expenses of an investigation made by vinuc o f section

414 ofthls Act s hall be paid out of pub lic funds .

416. (I ) If it appears to the Registrar that there is good reason

to in vesti gate the ownership of any shales in or debentures of a company

and that it is unnecessary 10 appoint inspectors for the purpose, he may

requiR: any person. whom he has reasonable cause 10 believe 10 have or

to be able to obtain any information as to the present and past interests

in those shares or debentures Md the names and add~ of the persons

interested and of any persons who act or have acted on their behalf in

R:ialion to those shan:s or debentu/tS, 10 give any such infonnation to

the Registrar.

(2) For the purpose of this section a person is deemed to

have an inte/tSt in shares or debentuR:S if he has any right to acquiR: or

dispose ofthcm or of an y interest in them, or to voce in respect ofthem,

or if his ronsent is necessary for the exercise of any of the rights of

other persons interested in them. or if ocher persons interested in them

can be required, or are accustomed, to exercise thcirrighlS in accordance

with his instructions.

(3) A person who fails to gi ve infonnation required of him

by vinue of this section. or who in giving such infonnation makes an y

statement which he knows to be fa lse in a material panicular, or

recklessly makes any statement whic h is fal se in a material panicular,

shall be guilly of an offence and shall be liable on conviction to a fine

(mul/o ) of nOl more Ihan twenty thousand liri or imprisonment for a

tenIl not exceeding three years or to both such fine and imprisonment.

417. (I) Where in connection with an in vestigation made by

v!nuc of section 414 or section 41 6 of this Act. it appears to the Regisuar

that theR: is difficulty in finding outlhe relevan t filets about any shares,

whether issued or to be issued, and that the difficulty is due wholly or

mainly to the unwillingness of any ofltlc persons referred to in the said

two sections to assist the investigation as required by this Act, the

Registrnr may by order direct that the shares shall until funher notice

be subject to the restrictions imposc<i by subsections (2) to (7) of this

section.

(2) An order made by vinue ofsubsection (I) of this section

shall have the following effects -

(a) any transfer of those sh~s. or in the case of unissued

shares any transfer of the right to be issued with them and any

issue ofthem. shall be void;

no voting rights shall be exercisable in respect oflhosc

(b)

;

(c) no further shares shall be issued in lieu of those shares

or in pUDuancc of any offer made to their holder;

(d) exccpt in a winding up. no payment shall be made of

any sums due from the company OD those shares. whether in respect

of capital or otherwise:.

When: the Registrnr makes an orderdirccting that shares

(3)

shall be subject 10 the n:strictions mentioned in subsection (2) of this

section. any person agpieved theteby may apply to the Coun and the

Coun may. ifit deems fit. direct that the shares shall cease to be subjecl

10 the said R:Strictioos.

Any notice of the Registrar or order of the Coun may

(4)

direct that shares shall cease to be subject to the restrictions mentioned

in paragraphs (a) and (b) of subsection (2) oflms section. with a view

10 ptnnitting a transfer of those shares. and may n:tain the restrictions

menlioned in paragraphs (c) and (d) ofthe said subsection (2). either in

whole: Of in part. insofar as they relate 10 any right acquired or offer

made before Ihe transfer.

Any person who -

(S)

(a) exercises or purports to exercise any right 10 dispose of

any shares which. 10 his knowledge. are forthe time being SUbject

10 the R:StriClions memioned in subsection (2) of this section. orof

any righlto be issued with any such shares; or

(b) votes in respect of any such shares. whether as holder

or as proxy. or appoints a proxy to vote in respect thereof.

shall be guilty of an offence and shall be liable on conviction to a fine

(mu/ta) of not more than two thousand tiri or imprisonment for a tenn

not exceeding six months or 10 both such fine and imprisonment.

Whm:shruts in any company ate issued in oont/'avcntK>n

(6)

of the restrictions mentioned in subsection (2) of Ihis section, every

officer of the company woo is in default shall be guilty of an offence

and shall be: liable on conviction to a fme (multa) of not more than five

thousand liri.

This section shall apply in relation to debeDlures as it

(7)

applies iD relation to shnn:s.

418. ( I) The powers a risi ng under this section sha ll be

exercisable in relation to the following persons with regard to the

respective entily as follows -

(a)

the officers of a co mpany;

(i)

the panDers having the administ rati on or

( ii)

representation of any other commercial pan.ncrship; and

(b) the persons having the administration orcontrol in Malta

of. or any individuals authorised to represent in Malla a body

corporate constituted or incorporated outside Malta which is

carrying on business in Mallaorhas at any timecarried on business

in Malta.

The Regiwarmay at any time. if he thinks there is good

(2)

reason 10 do so, in the cKcrcise of the powers vested in him under this

Pan, give directionJI 10 any person referred to in subsection ( I) of this

section requiring him. Id such time and place as may be specified in the

directions, 10 produce such accounts. accounting records or documents

as may be so specified .

(3) Whc:re by virtue of subsection (2) of this section the

Registrar has power to require the production of accounts, accounting

records or documents from any person referred to in subsection (I) of

this section. he shall have the like power to require production of lhose

accoonts. accounting records or documents from any perwn wbo appears

10 him to be in possession of them; provided tlulI where any such person

claims a privilege or other charge on accounts. accounling records or

documents produced by him. tne production shall be without prejudice

10 that privilege or charge.

(4) 1be power underthis section to require a perwn referred

to in subsection (I) of this section or other person to produce accounts.

accounting records or documents shall include the power -

(a) if the accounts. accounting records or documents are

produced -

(i) 10 take copies of or extracts from lhem; and

(ii) 10 require thal pemln, or any other person who is a

presenl or past officer of, or is or was al any time employed

I;ly the enlilY in question. 10 provide an explanalion of any of

lhem;

(b) if Ihe accounts, acco unting records or documents are

nOI produced, to require the pemln who was required 10 produce

....

them 10 state, to the best of his knowledge and belief, where they

(5) If the requirement to produce accounts, accounting

records or documents or to provide nn explanation or to make a statement

is not complied with. the person on whom the requirement was so

imposed shall be guilty of an offence and liable on conviction to a fine

(mu lla) of nOl more than five thousand liri.

(6) Where a person is charged with an offen ce under

subsection (5) of this section in respect of a requirement to prod~ an y

accounts, accounting records or documents. it shall be a defence to prove

that they were not in his possession or under his controlnnd that it was

not reasonably practicable for him 10 comply with the requiremenl.

419. (l) If the Registrar is satisfied that reasonable grounds

exist for suspecting that there are on any pre mises any accounts,

accounting records or documents of which production has been required

unde r section 41 8 of this Act and which have nO( been produced in

complinncc wilh II'UU requirement. he shall have the right to enter nnd

search an y such premises in accordance with the provisions of

subsections (2) and (3) of this section.

(2) The Registrar, in exercising his right toenler and search

the premises as specified in subsection (1) of this section. shall have lhe

right 10 take possession of any acco;!nts. accounting records or

documents appeari ng 10 be such accounts. accounting records or

documents as referred to in the said subsection. or to take in relation 10

any accounts, accou nting records or documents so appearing, any other

steps which he shall consider to be necessary for preserving them and

prevenling interference with them.

(3) The rigbt conferred upon the Registrar by vinue of

subsection (I) of this section shall only be eJtercisable during working

days, betwocn seven in lhe morning and seven in the evening, and in all

cases the Registrar shall be accompanied by an officer of the Police of

a rank nO( below that of inspector and the Registrar shall, if required,

produce evidence of his authority,

(4) Any accounts, accounti ng records or docu~nts of which

possession is taken uncler this seclion may be retained -

(a)

for a period of ninely days; or

(b) if within that period any such criminal proceedings as

are mentioned in pamgrnph (a) or paragraph (b) of subsection ( I)

of section 4200fthis Act, being proceedings to which the accounts,

accounting records or documents are relevant. shaH commence,

until the conclusion of those proceedings.

A person who obstructs the ellercise of a right of entry

(S)

or search confelTed by vinue of this section, or who obstnJets the exercise

of a right so conferred 10 take possession of any accounts, accounting

records or documen ts, shall be guilty of an offence and liable on

conviction to a fine (m~Jla) of nO( more than two thousand tiri or 10

imprisonment for a lenn not ellceeding six months or to both such fine

and imprisonmenl.

420. (I) No information or document relating to an entity as is

referred to in subsection ( I) of section 418 of this Act which has been

obtained under the said section 418 or section 419 of this Act shall,

without the previous consent in writing of thal entity. be published or

disclosed, unless the publication or disclosure is required -

(a) with a view to the institution of, Of otherwise for the

purposes of, any criminal proceedings pursuant to, or arising out

of, this Act or any Other law;

(b) for the purposes of the examination of any person by

inspectors appointed under this Part in the course of their

investigation;

(c) for the purpose of enabling the responsible Minister, the

Registrar orthe Competent Aulhority to ellercise, in relation to the

entity or any other entity, any of their functions under trus Act. the

InsUl'all«: Business Act, the Malta Financial Services Centre: Act,

the Malta Stock ElIchange Act, the Insider Dealing Act, 1994, the

Investment Services Act, 1994, the Banieing Act, 1994 and the

Financial InstilUtions Act, 1994;

for the purposes of proceedings under section 419 of

(d)

this Act

A person who publishes ordiscloscs any infonnation or

(2)

document in contravention orlhis section shall be guilly of an offence

and liable on conviction 10 a fine (mu/fa) of nOl more than twenty

thousand liri or imprisonment for a lenn not cJ.ceeding three years or

10 both such fine and imprisonment.

For tne purposes or this section ''Competent Authority"

(3)

shall mc.ao -

(a)

the Cenual Bank of Malta;

(b) theCompctcnt Authority under the Investment Services

Act. 1994;

(c)

an inspcclorappoinled under the Insurance BusinessAct;

an inspector appointed under the Banking Act.. 1994;

(d)

(c) the Malta FinllnciaJ Services Centre carrying Ollt its

fu nctions under the Malta Financial Services Centre Act;

(0 the Mal ta Slock E.Ji;change carrying oul its functions

under the Malta Stock Exchange Act; and

(g) the Competent Authority under the Financial Institutions

Act, 1994.

421. ( \ ) A person, being an officer of any such entilYas pr , I tTTt",

is referred 10 in subsection (I) of section 418 ormis Act, who

+

(a) destroys, mutihucs or falsifies, or permits, assists or .... w 55' .

participates in the destruction, mutilation or falsification of a

document affecting or relating 10 the entity's assets or affairs; or

makes, or permits, assists or participates in the making

(b)

of, a false entry in such a document,

shall be guilty of an offence.

(2) Any person as It:fCntd to in subsection (I ) of this section

who fraudulently either disposes of, alters or makes an omission in any

such document as is rcfentd 10 in that subsection or permits, assists or

participates in a fraudulent disposal, fraudulent altering or fraudulent

making of an omission in. an y such document, shall be guilly of an

offence.

(3) A person guilty of an offence under this section shall be

liable on conviction to a fine (mu/la) of no!: more than twenly thousand

liri or imprisonmenl for a IenI1 not exceeding Ihr= years or 10 both

such fine and imprisonment .

A person who, in responding toa requin:meot imposed under

422. seaion 418 of this Act 10 provide an explanation or rriake a statemenl,

knowingly or recklessly provides or makes an explanation or suuemenl

which is false in a material panicuillt shall be guilty of an offence and

liable on conviction to 8 fine (mu/lu) of nOI more than twenty thousand

liri or imprisonment for 8 tenn not exceeding Ihr= yean: or 10 both

such fine and imprisonment.

423. (I) Nothing conlained in sections 404 to 417 of this Act

shall require the disclosure 10 the Registrar or 10 an iospeclonppoinled

by him-

(a) of communications which are privileged by virtue of

lhe provisions of section S88 of the Code of Organization and Civil

ProcedUR:;

(b) by 8 company's bankers of information on the affairs of

any of their cuSlomers otlier Ihan the company itself.

(2) Nothing contained in sections 418 to 422 of this Act

shall be deemed 10 compel the prodoction by an y person as is referred

to in section 588 of the Code of Organization and Civil Procedure of

any documen t containing a communicalion which is privileged in

accordance with that section, or shall authorise the taking of possession

of any such documenl which is in that person's possession,

(3) Notwithstanding the provisions of section 418 of lhis

Act. the Registrar shall not require the production by 8 person carrying

on lhe business of banking of a documeol R:lating 10 the affairs of a

customer. un1ess il appears to the Registrar that il is necessary to do so

for lhe purpose of investigating the affairs of that person carrying on

lhe business of banking or of lhe customer, being an entity in tenns of

section 418 of lhis Act.

(4) Subject 10 the provisions ofsubsection (3) of this section,

nOlhing contained in the Professional Secrecy Act. 1994 shall be

construed as precluding or otherwise restricting -

(a) the powers and functions assigned 10 the Registrar

or 10 an inspector appointed by him under the provisions of

this Pan; and

(b) the disclosure by any person of information.

docume ntation orothcr communication 10 the Registrar or 10

an inspector appointed by him, or the doing of anything

required to be done. by vinue of any of the provisions cr lhis

P",.

Any person may -

424. inspect the documents kept by the Registrar other than : : by

(8)

documents obtained by him or coming to his knowledge in the

course of the exercise of his powers arising under sections 403 to

423 o f th is Act.

obtain a copy or llle certificate of the registratio n o f an y

(b)

commercial partnership or a copy or extract of any other document.

and require it 10 be certified by the Registrar as a true copy.

425. (I) The Minister may make regulations for the purpose -;-~_

of canying into effect the proviSions of lhis Act. and may. wit hout .. ; -

prejudice 10 the generality of the foregoing, by such regullll.ions -

(a) prescribe the fees to be levied in relation to the

regi stration. publication. inspection ('I r issuc of documents.

certificates. copies or extracts. required or allowed under this Act,

and different fees may be levied for different kinds or categories

of commercial partnerships. and may further prescribe different

fees for companies on the basis of their status;

(b)

prescri be fonns to be used under this Act

(c) amend. revoke or substitute the minimum share capital

requirement established by section 12 of this Act. the criteria set

out in section lSS of this Act and the fonnulae fordetennining the

avernge nu mber of employees set oul in subsection ( 12) of the last

mentioned section;

(d) amend any Schedule to this Act other than the Ninth.

Tenth and Eleventh Schedule and for this purpose may distinguish

between differen t categories of companies

(e) prescribe the qualifications necessary 10 act as company

secretary. including an y residence qualification. as he may deem

fit • '

(f) pmscribe regulations. DOt inconsistent with the provisions

of this Act, for the conduct of winding up proceedings under Title

11 of Pan V of this Act. and prescribe criteria for establishing who

may be considered as a fit and proper person 10 act as liquidator

for the purposes of subsection ( I) of section 305 of this Act;

prescribe requirements in rcllllion to the allotroent and

(g)

the transfer of shares or debentures. their numbering, their

registration with the company and with the Registrar. the keeping

of the register of members and of debentures. and the issue of the

relevant share and debenture certificates in respect orany allotment

or transfer of shares or debentures, in relation 10 companies listed

on any stock exchange and to investment companies with variable

share capital. and such requirements that are prescribed may also

be in substitution of those o{the relevant provisions contained in

Chapters IV and VI of Title I of Part V of this Act;

(b) specify the categories of public companies which may

nOf issue a share warrant

provide for the exemption of companies. or any kind or

(i)

category thereof. from any of the provisions of sections 105 to 111

of this Act. or for the application \0 any such companies of the

said provision subject to such variations and cOllditions as may be

prescribed: and

prescribe anything that may be prescribed alld generally

(j)

do any other matter incidental or supplementary to any of the

foregoing maners.

(2) The Minister may by regulations provide for the

obligation and for the form and manner of disclosure and notificalion

of interests. including ownership. in shares in public companies. and

may in panicular

(a) prescribe by and to whom. when. under what

circumstaRces and conditions and how s uch disclosure or

nolification shall be made: and different obligations and duties

may be prescribed for different types of companies;

(b) establish the particulars to be contained in any

notification of interests in shares and the circumstances when

investigations may be carried out by a company in ~peet of the

holding ofany shares. or othcrinterest therein. and funheresrablish

when. to whom and in what manner the company shall be obliged

to report on the findings of any such investigation

(c) provide forthe keeping of registers of interests in shares,

for the notification and registration of share acquisitions and

disposals, and for the manner in which such notification and

registration shall be recorded, and provide for the investigation of

share acquisitions and disposals;

(d) establish

(i) offences, providing for a rme (mu/fa) of noc more

than one hundred thousand Iiri or a tenn of imprisonment DOt

exceeding five years, orforboth such fine and imprisonment;

(ii ) administrative penalties not exceedin& one

thousand liri, or daily default penalties not exceeding twenty

liri for every day during which the default continues, or both

such penwties and daily default penalties;

for failure to effect a prescribed disclosure or to make a notification

or for any other contravention ofme provisions of any regulation

made in teons of this subsection;

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

any of the above.

(3) (a) 1be Minister may by regulations provide for the

formation, constitution and regulation of economic interest

groupings to be endowed with such legal personwity and capacity

as may be established. In this subsection, "economic interest

groupings" refers to groups or associations consisting of two or

more persons and whose objects are to facilitate or develop the

economic activities of their members, or to improve or increase

the profits or benefits of such activities.

(b) Regulations made by the Minister in vinue of

paragraph (a) of this subsection, shall, in particular and without

prejudice to the authority vested in the Minister by the said

pamgraph. prescribe

the contents and particulan that are to be stated in

(i)

the deed or instrument of constitution of an economic interest

grouping, including its name, objects and purposes, capital

structure, dumtion, membership, the location of its principal

or registered office, and the requirements relating to the foml,

registration and publication of such deed or instrument, and

the particulars to be stated in the business letters of an

economic interest grouping;

(H) requirements relating to the keeping of records with

respect to the ttansactions and financial position of the

grouping. and other accounting. auditing. reporting and

disclosure obligations;

(iii) ru les in respect of the administration and

management of the grouping and of the administrntive and

management organs of the grouping. including the powers

and responsibilities of the directors. and holding of meetings

of the members. the keeping of registers of members and such

other records as may be prescribed;

(iv) rules governing the rights and obligations of the

members. the admission. cessation or expulsion of members.

the rights of members to share in the profits of the grouping

and in its residual assets on liquidation and their liability to

contribute to losses

(v) rules governing the conversion. dissolution and

winding up of an economic interest grouping. including the

appointment of a liquidator. and his powers and

responsibilities;

(vi) rules providing for the possibility of cross-border

and trans-national economic interest groupings. including

European Economic Interest Groupings. enjoying the same

capacity in two or more states by virtue of their registration

in one Slate; for the regulation of the formation. constitution

and recognition of such groupings; and providing for the

application of any regulations made by virtue of this

subsection to such groupings with such exemptions. variations

or modifications as may be established;

(vii) the fees that may be levied in relation to the

registration of groupings referred to in this subsection. or

clllegories of such groupings;

(viii) the sections of this Act which shall apply to

economic interest gro upings. or to particular categories

thereof. subject to such conditions and with suchClL:emptions.

modifications and vanalions as may be deemed appropriate.

(4) Where in respect of any of the services or other acts to

be performed by the Registrar a fee is prescribed under subsection ( I)

of this section. the rcgullllions may prescribe that the Registrar may

decline to perform such service or other act until the appropriate fee is

paid; and that any instrument. notice, return or other document delivered.

given or forwarded to the Registrar under this Act shall. if a fee is

prescri bed as aforesaid in respect of the registration or publication

thereof. be deemed not to have been delivered. given or forwarded as

requim:! by this Act until the appropriate fee is paid.

426. ( I) The power to make regulations under section 425 of ..... 0(

this Act includes the power to prescribe that any person in breach of .... . -

any provision of any such regulation shall be guilty of an offcnce and

shall 00 conviction be liable to a fine (mu/ta) of DO( more than two

thousand \iri or imprisonment for a tenn not ellceedillg sill months or

to both such fine and imprisonment. as may be prescribed.

(2) The power to make 'regulations under section 425 of

this Act includes the power to prescribe that any person who acts in

breach of any such regulation shall be liable to a penalty of not more

than one thousand Jiri and. where applicable. to a further penalty of

twenty liri for every day during which the default continues. to be

imposed by the Registrar in terms of section 401 of this Act.

427. (I) Where any provision of this Act provides for the Ad .........

imposition of a penalty, the amount of such penalty shall bedetennined

by reference to the Tenth Schedule to this Act, which specifies the

ma.timum penalty that may be imposed by the: Registrar under any of

the provisions of this Act.

(2) In the Tenth Schedule to this Act, the first column

indicates the section and subsection of this Act which preserihes that a

penalty shall be imposed. the second column gives a general description

of the infringement. which description shall not be relied on in

interpreting any provision of this Act, the third column prescribes the

lTIll.timum penalty and the fourth column prescribes the: maximum daily

default penalty. if any. The daily default penalty shall be doe forevery

day during which the default continues and shall accrue from the day

on which the RegiSll'M gives notice under subsection (3) of section 401

of this Act that a penalty is due.

(3) Action by the Registrar for the recovery of a penalty

under this Act shall be prescribed by the lapse of five years from the

day on which the defa ult occurs.

PART xm - TRANsmONALAND FINAL PROVISIONS

428. ( I) As from the appointed day a commercial pannership 'fr1<IIitk:GaI

shall not be formed and registered unless it complies with the provisions pn>'o'isloIII.

of this Act. and a commercial partnership formed and registered as

aforesaid shall be regulated by this Act.

(2) Subject 10 the provisions of this Pan, as from tbe

appointed day all commercial partnerships fomted and registered under

the Ordinance shall be deemed 10 be formed and registered under this

Act, and shall retain the same legal personality and maintain all existing

rights and obligations.

Investment companies with variable share capital formed

(3)

and registered before theappoinlcd day shall comply with the provisions

of this Act within one month from the appointed day and the provisions

of subsections (4) 10 ( 13), ()(herthan subsection (8), OrlN S section shall

not apply to them.

(4) Unless otherwise provided in this secUon, upon the lapse

of two years from the appointed day, the provisions of trus Act shall

apply to commercial partnershi ps formed and registered under the

Ordinance. Such commercial partnerships shall, within a period o(tWQ

years from the appointed day, comply with the provisions of this Act

and shall, until such time, continue IQ be regulated by the law as in

force before the appointed day

Provided that a commercial partnership may, by complying

wi th the provisions of th is Act before the e,;piry of the said period of

two years. eJect to be regulated by the provisions of this Act and for this

purpose the company shall additionaUy deliver a notice in writing to

the Registrnr for registr.Uion: and such election shall not lake effect

unless and until the notice is registered.

(5) The provisions of Chapters IX and X of Part V of this

ACI shall. in regard to companies fonned and registered under the

Ordinance, apply to accounting periods commencing after 30th June

19%.

(6) A private company formed and registered under the

Ordinance shall. by complying with the provisions of this Act relating

to private companies within the period specified in subsection (4) of

this section. continue as a private company under this Act unless it

changes its status to one of a public company in accordance with the

provisions of section 2 13 of this Act.

(7) A public company formed and registered under the

Ordinance shall, by complying with the provisions of this Act relating

to publ ic companies within the period specified in subsection (4) of this

section, continue as a public company under this Act unless it changes

its status to one of a private company in accordance with the provisions

of section 213 of this Ac!.

(8) If acommercial partnership formed and registered before

the appointed day fails to comply with the provisions of subsections

(3), (4), (6) or (7) of this section within the respective periods therein

specified, that commercial pannership shall be considered dissolved

and the Registrar may, in the case of a company, at any time, apply to

the Coun for the winding up of that company by the Court in accordance

with the provisions of Title 11 of Pan V of this Act; and in the case of a

commercial partnership other than a company, the Registrar may, at

any time, apply to the Coun for the appointment of a liquidator and the

liquidator so appointed shall wind up that commercial partnership in

accordance with the provisions of Pan III of this Act relating to winding

up

Prorided that the Coon may, if it thinks fit. grant a further

period not exceeding one year from the date of its decision in which the

commercial partnership may remedy the failure.

(9) Any changes necessilated by vinue of the provisions of

subsections (3). (4), (6) or (7) of this section shall be effected with the

consent of the majority of the partners in respect of a partnership en

nom collecti/; with the approval of the majority of the general partnen

and of the majority ofthe limited partners in respect of a pannership ell

comnumdite; and. in the case of a company. by means of a resolution

passed by a number of memhers having the right to attend and vote at a

general meeting called for that purpose holding in the aggregate not

less than fifty-one per cent in nominal val ue of the shares confernng

that right

Provided that. in the case of a compan y, a shareholder who

does not vote for or does not consent to the changes refem:d to in this

subsection may not be compelled to subscribe for more shares than the

number of shares held by him on the date on which the change is made.

( 10) Any changes effected in accordance with the provisions

of subsection (9) of this section shall be deemed to be in compliance

with the Ordinance and shall be delivered to the Registrar for registration.

( 11 ) An association en participation conS(ilUted before the

appointed day shall comply with the provisions of this Act within a

period of two years from the appointed day.

(12) Notwithstanding the other provisions of this section.

section 127 of this Act shall come into effect on the appointed day.

( 13) The provisions of Parts VII, VUI and IX of this Act

shall. in regard 10 companies [OII,JCd and registered under the Ordinance.

come inlO effect as from the appointed day: and a COIlUIlCrcial partnership

resulting from a convCl'5iOll within the meaning of Part VII, a new

commercial partnel'5hip or an acquiring commercial partners hip within

the meaning of Title I of Pan VIII, a new company or an acquiring

company within the meaning of Title 11 of Part VIII and reci pient

companies or new companies resulting from a di vision within the

meaning of Part IX. shall comply with and shall be regul81ed by this

Act as from the dale when the conversion. amalgamation or the division

becomes effective in terms of this Act. according 10 the case.

429. (I) The dissolution oh oommc:rcial partnerShip occuning

bdon:, on or within six months from the appoi nted day shall, after the

appoi nted day, continue 10 be in accordance with the provisions of the

Ordinance and the consequential winding up of such a commercial

partnership shall be regulated accordingly

Provided thal. where, after the lapse of the two year period

refened 10 in subseClion (4) of section 428 oflhis ACI. the name of any

commercial panncrship 10 which litis subsection applies has no( already

been struCk off the register, the Registrar may, at any time thereafter,

apply 10 the Court for it to order that the winding up of the affairs of

that commc.cial panncrship shall, from then onwards, be in accordance

with the provisions of this ACI relating 10 wiDding up by the Court, and

10 appoint. where nc«ssnry, a liquidator or liquidators or substilute any

existing liquidator or liquidators 10 carry out that winding up.

(2) Any dissolution of a commercial partnership occurring

after the expiry of six months from the appointed day, shall be in

accordance with the provisions ofthisACland the consequcntial winding

up of such a commercial partnership shall be regulated accordingly.

The provisions ofscction 304 of this ACI shall, in relation

(3)

10 companies fonned and relPslc:red under the Ordinance, commence

10 apply on the expiry of six months from the appointed day.

(4) The provisions of section 326 of Ihis Act shall come

into f()(CC on the expiry of six months from the: appointed day.

(5) In relation 10 a company, bankruptcy proceedings

commenced before, on or within six months from Ihe appointed day

shall, afterthc: appointed day. continue to be governed by the proviSions

of Part III of the Commercial Code relating 10 banknJptcy.

(6) The provisions of thi s sect ion shall apply

notwithstanding anything contained in section 428 of this Act.

430. Where for the exercise of a right this Act establishes a l'ukidsrc.: ....

period shoner than that established by any ()(her law, the period <>(IOl<oI"rI"" • •

established by this Act shall apply even to such rights as may have

arisen before the appointed day but shall conunence to run as from

such day

Provided that where, on the appointed day, the period which

is still to run under such other law is shoner lhan that eslablished by

this Act, reckoned as aforesaid. the period established by such other

law shall continue to apply.

431. ( I) Notwithstanding anything to the contrary contained R ....... OIId 'nIl\f:"

in sections 428 and 429 of this Act -

(a) offshore companies formed and registered under the

Malta Financial Services Cent re Act shall, subject 10 the

provisions of the said Act. conlinue to be reg ulated by the

Ordinance, and the provisions of this Act shall not apply thereto,

for such period or until such time as may be eslablished under

the Malta Financial Services Centre Act;

private companies, other than offshore companies

(b)

referred 10 in paragraph (a) of this subsection. whose objects and

activities are limited to the sole purposes of owning, managing,

administcring or operating ships and to transactions ancillary

thereto, whether fonned and regislered before. on or after the

appointed day. shall be regulated by the Ordinance and shall

continue to be so regulrued un til such date. as the MiniSler may

by order in the Gazelle eslablish, from when the provisions of

this Act shall commence 10 apply to them. In this paragraph

·'ships" shall have the meaning assigned to it by the Merchant

Shipping Act

Provided thru, in his order. the Minister may exempt such

companies from anyone or more of the provisions of this Act.

with such qualifications and under such conditions as may be

specified in the order: and

(c) the dced of partnership of a partnership tII nom

call1cR/. or of a partnership In commandiu, formed and registered

under the Ordinance. shall not be required to be amended so as

to specify the valueofdlC respective contribution of every partner

in tenns of paragrnph (c) of subsection (1) of section 14 of thi s

Ac!

Provided that where all the partners in a partnership ~n IIOm

col/uti/and where all the partners, both general and limited, in a

partnership en commandite, so agree, they may specify in the deed

of panncrship the value of their respective contribution to the

partnership.

(2)

Save as otherwise provided in subsection (I) of this

section, in section 428 and 429 or in any other provision of this Act. the

Ordinance and the Commercial Partnerships (Special Provisions) Act,

1994. are hereby repealed

Provided that notwilhstanding their repeal -

(a) anythin g Ih3t has lawfully been done by virtue of the

Ordinance and the Commercial Partners hips (Special Provisions)

Act. 1994, shall remain in force, except insofar as it is inconsistent

with any of the provisions of lhis Act;

(b) au regulations made uoder the Ordinance: and under the

Commercial Pannerships (S pecial Provisions) Act, 1994, shall

remain in force and continue to have effect as if made under this

Act, e;t(cepl insofar as any such regulation is inconsistent with any

of the provisions of this Act, until such time as they are repealed;

Md

(c) any liability to any penalty under any of the provisions

of the Ordinance shall continue to subsist notwithstanding the repeal

of the Ordinance. The provisions of section 401 of this Act shall

apply also to penalties fi,;ed by the Registrar under the Ordinance

unless proceedings for the recovery of such penalties have already

been instituted in accordance with the provisions of the Ordinance

Defore the appointed day.

432, The Investment Services Act, 1994 shall De amended as

follows:-

(a) add the foll owing words immediately at the end of

paragraph (b) of subsection (I) of section 12 thereof

"provide fOfthc safekeeping and custody of the property

of collective investment schemes and for the requirement to

appoint a custodian, and prescribe and regulate in the most

extensive manner the functions. duties. responsibilites and

obligations of the custodian; establish the qualifications and

othereligibility criteria necessary to act as custodian, incl uding

residence qualifications; provide for the protection of the

property ofthc schemes in the event o f the insolvency of the

custodian. and for the purpose of this paragraph "custodian"

shall include a sub-custodian ; require the keeping of records

wi th respect (0 the transactions and financial positio n of

collective investment schemes and forthe inspection oftoose

reoords. and prescribe reporting and disclosure requirements.

including the preparation of periodical reports with respect

10 the schemes and the furnishing of those reports to the

shareholders, unit-holders or other participants in the said

schemes. and to others;"; and

insc:crion27lhereof. forthe words "Any member, officer

(b)

Of employee" substitute with the words "The competent authority

and any member, officer or employee",

.. -

The Malta Stock El[change Act shall be amended as"

433,

follows:-

c"", )4',

(a) in section 2 thereof. for the definition of "company"

substitute the following

" "company" includes

a limited liability company, constituted and

(i)

registered in Malta in accordance with the Commercial

Partnerships Ordinance and which is not, in terms of the c • . 161.

Ordinance, a private company;

a public company fanned and registered in

(ii)

accordance with the Companies Act.. 1995; and

a company constituted or incorporated, Of to

(iii)

be constituted or incorporated. outside Malta, whether

the company has or has not established, or when formed

will or will not establish a place of business in Malta.";

in 5ubsection (3) of section 3 thereof. the first proviso

(b)

shall be amended by the substitution of the words "as the Minister

may determine." by the words "as the Minister may dctcnnine;";

(c) in subsection (3) of section 3 thereof, immediately ancr

the first proviso thereto add the following new proviso: -

" Provided further that quoted shares or debentures as

are mentioned in paragraph (b) of subsection (I) of section

395 of the Companies Act. 1995, may be traded outside the

Bona and other than by means of facilities provided by the

Exchange"; and

(d) in subsection ( I ) of section 29 dv;:reof, for the words

"and securities thereor' substitute the words "and quoted securities

thereof',

434. ( I)

The Banking Act, 1994 shall he amended as follows

(a) in subsection ( I) of section 2 thereof, in the definition

of "company", for the words .. the Companies Act, 1994" substitute

the words "the Commercial Partnerships Ordinance or the

Companies Act, 1995"; and

(b) for the words "Companies Act. 1994", wherever they

occur in the Act. other than in the definition of "company", there

shall be substituted the words ''Companies Act, 1995",

The Financial Institutions Act. 1994 shaH be amended

(2)

as follows

in subsection (I) of section 2 thereof, in the definition

(a)

of~company", for the words ~the Companies Act, 1994" substitute

the wo rd s "the Co mmercial Partners hips Ordinance or the

Companies Act, 1995"

(b) for the words "Companies Act 1994", whereve r they

occur in the Act. other than in the definition of "company". other

than in the Maltese text of subsection (7) of section 18. there shall

be substi tuted the words "Companies Act, 1995": and

(c) in theMaltese text of subsection (7) of section 18 of the

Act for the words "I-All ta' \-1994 dwar il-kumpaniji" shall be

substituted by the words "I-Att 131-1995 dwar il-Kumpanniji".

(3) The Insider Dealing Act. 1994 shall be amended by the

substitution of the words "Compani es Act, 1994" wherever they occur

in the Act. by the words "Companies Act, 1995",

(4) The Commercial Partnerships (Special Provisions) Act,

1994 shall be amended by the deletion in subsection (2) of section 2

thereof of the words "Of 10 the Companies Act. 1994:'.

435. (1) Subsection (2) of scction 4A oftlx: Malta Fmancial" ,,, .. ....

Services Centre Act shall be amended by the substitution of the wards s ... i<a ~"'"

'1'he Board ofGovemors ofme Centre, its Executive Committee and ~:,1b<5n::oa

employees" by the words "The Centre. its Board of QQvemors, T . -... A£I.I99} .

Executive Commillee and employees".

(2) The Duly on Documents and TransfersAct, 1993 shaU

be amended by the insertion, immediately after the present section 32,

of a new section to be nu mbered section 32A as follows

:::::.:!

32A. Notwithstanding the provisions of section 32 of

this Act, where the Commissioner issues acenificateattesting

that any immovable or any real right over an immovable is

"""" .

""""'~ transferred from one company to another company forming

part of the same grou p of companies. and that he is satisfied

that such requirements or conditions, if any, as may be

prescribed by regulations under this Act are fulfilled. he shall,

according to the case, either refund the dUlY or order that no

duty shall be chargeable on such a transfer.

Forthc purposes of this section, "a group of companies"

shall have the same meaning assigned to it in section 42 of

this Act.".

A

FOOT SCHEDULE

(Section 75)

MODEL REGULATIONS FOR A LIMITED LIABIUTY COMPANY

PART 1 - REGULATIONS FOR THE MANAGEMENT OF A LIMITED

UAB1LlTY C01\lPANY

Share capital and variation or rights

1. Without prejudice to any special rights previously conferred on the holders

of any existing shares or class of shares, any share in the company may be issued with

such pR:ferred. deferred or other special rights or such n:strictions. whether in regard

10 dividend, voting, return of capital or otherwise as the company may from time to

time by ordinary resolution determine.

2. Subject 10 the provisions of section 115 of the Companies Act, 1995

(he reinafter referred to as ''the Act"), any preference shares may, with the sanction of

an ordinary resolution, be issued on the terms that they ~, or at the option of the

company are liable, 10 be redeemed on such terms and in such manner as the company

before the issue of the shares may by extraordinary resolution determine.

3. If at any time the share capital is divided into different classes of shares. the

change of any shares from one class into another Of the variation ofme rights attached

to any class (unless otherwise provided by the tenns of issue of the shares of that class

which is to be changed or lhe rights anached to which are to be varied. according to the

case) may. whethcrornot the company is being wound up. be made with the consent in

writing of the holders of three-fourths of the issued shares of that c1a~s. and the holders

of three-fourths of the issued shares of any other class affected thereby. Such change or

varialion may also be made with the sanction of an extraordinary resolution passed aI

a separnte general meeting of the holden; of the issued shares of that class and of an

extraordinary resolution passed at a separnle general mecting of the holden; of the

issued shares of any other class affected thereby. To every such separate genera] meeting

the provisions of these regulations relating to general meetings shall apply.

4. The company may exercise the powcr of paying commissions or of making

discounts or allowances provided il complies with the requirements of section 113 of

the Act. Such commission may be satisfied by the payment of cash or the allotmenl of

fully or pai1..ly paid shares or panly in one way and panly in the other.

5. Every person whose name is entered as a member in the register of me mben;

sh.all be entitled without payment to receive one certificale for all his shares or several

certificates each forone or moreofhis shares upon payment of20c for every certificate

after the first or such less sum as the directors shall from time to time detennine. If a

share certificate be defaced . lost or destroyed. it may be renewed on payment of a f~

A

of20c orsuch less sum and on such tenus. if any, as IOcvidcncc and indemnity and the

payment of out-<lf-pockcl expenses of the company on investigating evidence as the

directors think fit.

Calls on shares

6. The directors may from time 10 time make calls upon the members in respect

of any moneys unpaid on their shares (whethe r on account of the nominal value of the

shares or by way of premium) and not by the conditions of allouncnt thereof made

payable at fued times, provided DO call shall exceed one-fourth of the nominal value

of the shareorbe payable at less than one month from the dale fIXed for the payment o f

the last preceding call, and each member shal l (subject to receiving at least fourteen

days' notice specifying the lime ortimes and place of payment) pay to the company, III

thctime orumes and place 50 specified. the amount called on his shares. A caU may be

revoked or postponed as the directors may determine.

7. The joint holders of a share shall be joindy and severally liable to pay all

calls in respec t thereof.

8. ]fasum called in respect of a share is flOC paid before or on the date appointed

for payment thereof, the person from whom the sum is due shall pay annual interest

thereon from the day appointed for payment thereof to the time of actual payment al

such rate not exceeding IWO percentage points overthe Central Bank of Malta minimum

discount rate as lhe directors may detennine, but the directors Shllll be at liberty to

waive payment of such interest wholly or in part.

9. Any sum which by the tenns of issue of a share becomes payable on allotment

or at any fixed date, whether on attOOJnl of the nominal value of the share or by way of

~miwn. shall for the purposes of these regulations be deemed 10 be a call duly made

and payable on the dale on which, by the tenns of issue, the same becomes payable,

and in case of non·payment, all the relevant provisions of these regulations as to payment

of interest and expenses, forfeilure: orotherwise shall apply as ifsuch sum had become

payable by virtue of a call duly made and notified.

10. The dim:tors may, on the issue of shares, differentiate between the holders

as to the amount of caUs to be paid and the times of payment.

The directors may, if they think fit. reeeh'C from any member willing to

11. advance the same. all or any part ofthe moneys uncalled and unpaid upon any shares

held by him, and upon all or any of the moneys 50 advanced may (u ntil the same

would, but for such advance, become payable) pay annual interest at such rate not

exceeding two percentage points over the Central Bank of Malla minimum discount

nl1e. as may be agreed upon between the directors and the members paying such sum

in advance.

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Tnmsfer and transmission of shares

12. The instrument of transfer of any share shall be clIecuted by or on behalf of

the transferor and lransfc(Ce and the transferor shall be deemed 10 remain a holder of

the share unti l the name of the transferee is e ntered in the register of members in

respect thereof.

13. SUbject to such ortlle restrictions of these regulations as may be applicable,

an y member may transfer all or any of his shares by instrument in writing in any usual

or common form or any other form which the directors may approve.

14. The directors may decline 10 register the I.I'Msfer of a share (not being a

fully paid share) to a person of whom they shall not approve.

15. The directors may also decline to recognise any instrument of transfer

unless -

(a) the instrument of transfer is areompanied by theoertificate of the shares

\0 which it relates. and such otherevidencc as the dirttlO£S may reasonably require

to show the right of the lransferor 10 make the transfer; and

(b) the instrument of transfer is in respect of onl y onc class of share.

16. The registrntion of transfers may be suspended al such times and for such

periods as the directors may from time 10 time dctennine. provided always tha! such

registration shall not be suspended for more than thirty days in any year.

17. An y person becoming entitled to a share in consequence of the death of a

member may. upon such evidence being pnxluced as may from time to ti me properly

be required by the directors and subject as hereinafter provided. elect either to be

registered hi mself as holder of the share or to have some person nominated by him

registered as the transferee: thereof. but the directors shall. in either case. have the same

right to decline or suspend registration as they would have had in the case of a transfer

of the share by that me mber before his death.

18. If the person so becoming entitled shall elect to be registered himself. he

shall deliver er send to the company a notice in writing signed by him stating tha! he so

elects. ifhc shall elect to have another person registered he shall testify his election by

executing to that person a transfe r of the share.

19. All the limitations, restrictions and provisions of these regulations relating

to the right to transfer and the registration of transfers of shares shall be applicable to

any such notice or transfer as aforesaid as if the death of the member had nOI occurred

and the notice or transfer were a transfer signed by that member.

20. A person becoming entitled to a share by reason of the death of the holder

shall be entitled to the same dividends and other advantages to which he would be

A

Ill)}

entitled if he were the registered holder of the share, excepc that he shall not, before

being registered as 0. member in respect of the share, be entitled in respect of it 10

ellercise any right conferred by membership in relation 10 meetings of the company.

2 1. NO(wilhstanding lhe provisions of regulation 20, the directors may 0.1 any

lime give notice requiring any person refeued 10 in that regulation to elect either to be

registered himself or 10 transfer the share, and if the nO(ice is nO( complied with within

ninely days the directors may thereafter withhold payment of all dividends, bonuses or

other moneys payable in respect of the share untillhe requireme nts ofthc notice have

been complied with.

Forfeilure or surrender of sbares

22. If a member fai ls to pay any call or instalment of a call on the day appoi nted

for payment thereof, the directors may, at any time thereafter during such time as any

pan ofllle call or instalmenl remains unpaid, rcquin: payment ofso much of the call or

instalment as is unpaid, together with any interest which may have accrued, by means

of a notice which shall also name a funher day (nO( earlier than the expimtion of

fourteen days from the date of service of the notice) on or before which the payment

required by the notice is 10 be made, and shall state that in the event of non-payment. at

or before the time appointed, the shares in respect of which the call was made will be

liable 10 be forfeited.

23. If the requirements specified in any such noticeas aforesaid are notcomplied

with, any share in respect ofwbich the notice has been given may at any time thereafler,

before the payment required by the notice has been made, be forfeited by a resolutio n

of the direaors to that effect, or otherwise be surrendered in favour ofthc company by

the member to whom the said notice is addressed, if the directors of the company

accept such surrender.

24. A forfeited or a surrendered share may be sold or otherwise disposed of on

such tenns and , in such manner as the directors think fit . and the company may receive

the considCl1ltion. if any, given for the share on any sale or disposition thereof and may

execute a transfer of the share in favour of the person to whom the share is sold or

disposed of, who shall thereupon be registered as the hoIder of thc share. At any time

before a sale or disposition the forfei ture or surrender may be cancelled on such teons

as the directors think fit.

25. A person whose shares have been forfeited or who has surrendered his shares

to the company shall cease to be a member in respect of the forfeited or surrendered

shares. but shall. IIO(withstanding. remain liable to pay to the company all moneys

which. at the date of the forfeiture or sunender, were payable by him to the company

in respecl of the shares; but his liability shall ccase if and when the company shall

have received payment in full of all such moneys in respect of the shares.

A 1""

Conversion of shares Into stock

26. The company may by ordinary reso lution conven an y paid up shares into

Slock. and rc.conven any stoc k inlo paid up shares of any denominati on.

The holders of stock may transfer the same, or any part thereof, in the same

manner and subject to the same regulations, as and subject to which the shares from

which the stock arose might previously to conversion have been transferred . or as near

thereto as circumstances permit; and the directors may from time 10 lime fix the

minimu m amount of stock transferable but SO that such minimum shall not exceed the

nominal amount of the shan:s from which the stock arose.

28. The holders of stock shall, according to the amount of stock held by them,

have the same rights, privileges and advantages as regards dividends. voting at meetings

of ·the company and other matlers as if they held the shares from which the stock

arose, but no such pri vilege or advantage (except panicipation in the dividends and

profi ts of the company and in the assets on wind ing up) shall be conferred by an y

amount of stock which would not. if eltisling in share, have conferred that privilege or

advantage.

29. Such of the re gulmions of tne compan y as are applicable to paid up shares

shall apply to stock, and the words "share" and "shareholder" therein shall include

"stock" and "stoc~l de r".

General meetings

30. Subject to the provisions of the Act the annual general meetings shall be

held at such time and place as the directors shall appoint.

31. 1lledirectors may, whenever they think fit . convene an extraordinary general

meeting. andextraordifllll"Y general meetings shall also beconvened on such requisition,

or, in default. may be convened by such requisitionists. as provided by section 129 of

the Act.

32. If at any time there are nOl. in Malta sufficient directors capable of acting to

fonn a quorum, any director or any two members of the company may convene an

extraordinary general meeting in the same manner, as nearly as possible, as that in

which meetings may be convened by the directors.

Notice of general meetings

33. A general meeting of the company shall be called by fo uncen days' notice

in writing at the least. The nOl.ice shall be exclusive of the day on which it is served or

deemed to be served and of the day for which it is given, and shall specify the place,

the day and the hour of meeting and, in case of special business, the general nature of

that business. and shall be give n, in the manner hereinafter mentioned or in such other

A

manner, if any, as may be prescribed by the company in general meeting. 10 such

peoons as are, by (heAcl and underthc regulati ons ortne company, entillcd to receive

such notices from the company

Provided that a meeting of the company shall. notwithstanding that it is

called by shorter notice than that specified in this regulation. be deemed 10 have been

dul y called if it is so agreed by a11 1he me mbers entitled 10 attend and VOle lhereat.

34. 1be accidental omission 10 give notice of a meeting to, or the non-receipt of

notice of a meeting by, any person entitled to roccive notice shal l not invalidate the

proceedings althat meeting.

Proceedlnp at general meetings

All business shall be deemed special that is transacted at an cJ-ttaordinary

35. general meeting, and also alllhat is transacted at an annual general meeting, with the

ellception of declaring a dividend, the consideration of the annual accounts and the

repons of the directors and auditors. the election of directors in the place of those

retiring and the appointment of. and the fixing of the re muneration of, the auditors.

36. No business shall be transactcd at an y gcneral meeting unless a quorum of

members is present at the lime when the meeting proceeds to business; save as herein

otherwise provided. a member or members present in person or by proxy holding in

aggregate not less than one tcnth of the paid up share capital of the compan y carrying

the right to attcnd and vote al general meetings of lhe company at the date of the

holding of the meeting, shal1 be a quorum.

37. If within half an hour from the time appointed for the meeting a quorum is

not present, the meeting, if convened by the requisition of members, shall be dissolved

in any other case it shall stand adjourned to the same day in the next week, at the same

time and place or to such other day and at such other lime and place as the di rectOOl

may determ~ne, and if at the adjourned mecting a quorum is not present within half an

hour from the time appointed for the meeting, the member or members present shall be

a quorum.

38. The chairman, if any, of the board of directors shall preside as chairman at

every general meeting of the company. or if there is no such chairman. or if he shall not

be present within fifteen minutes after the time appointed forthe holding of the meeting

or is unwilling to act, the directors present shall elect one of their number to be chainnan

of the meeting.

39. If at any meeting no director is willing to act as chairman or if no director is

present within fifteen minutes after the time appointed for holding the meeting. the

members present shall choose one of their number to be chairman ofthc meeting.

A

The chairman may, with the consent of any meeting at whic h a quomm is

40. present (and shall if so di rected by the meeting). adjourn the meeting from time to time

and from place to place, but no business shall he transacted al any adjourned meeting

other than the business left unfinished at the meeting from which the adjournment look

place. When a meeting is adjourned for thirty days or more, notice of the adjourned

meeting shall be given as in the case of an original meeting. Save as aforesaid it shall

not be necessary to give any notice of an adjourned meeting or of the business to be

tran sacted at such meeting.

41. At any general meeting a resolution put to the vote of the meeting s hall be

decided on a show of hands unless a poll is (before or on the declaration ortlle res ult

of the show of hands) demanded -

(a)

by the chainnan; or

by at least three members present in person or by proxy; or

(b)

by any member or membe rs present in person or by proxy and

(c)

representi ng no t less than o ne-tenth of the total voting rights of all the members

havin g the right to vote at the meeting; or

(d) by a member or members hold ing shares in the company conferring a

right to vote at the meet ing being shares on which an aggregate sum has been paid

up equal to not less than one-tenth of the total sum paid up o n a ll the s hares

conferring that right.

Unless a poll be so demanded a declaration by the chainnan that a resolution

has on a show of hands be<;n can;ied orcanied unanimously, o r by a panicular majo rity,

or lost and an en try to that effect in the book containing the minutes of the proceedings

of the com pany s hall be concl usive ev idence of the fact without proof of the nu mber o r

proponion of the votes recorded in favour of or against s uch resolutio n

Provided that where a resol ution requires a particular majority in value, the

resolution shall not be deemed to have bee n carried on a show of hands b y the required

majority unless there be pre!>ent at th,at meeting_ whether in person or by proxy, a

number of members holding in the aggregate the required majority as aforesaid.

The demand for a poll may be withdrawn.

42. Except as provided in regulation 44. if a poll is duly demanded it shall be

take n in such manner as the chairman directs and the result of the poll shall be deemed

to be the resolution of the meeti ng at which the poll was demanded.

43. In the ease of an equality o f votes. whether on a show of hands or on a poll.

the chainnan of the meeting at which the show of hands takes place o r at which the

poll is demanded. shall be entitled 10 a second or casti ng vote.

A 1'"

44. A poll demanded on the election of a chairman or on a question of

adjournment shall be taken forthwith. A poll demanded o n an y other question shall be

taken at s uch lime as the c hainnan of the meeting directs, and any business other than

that upon which a poll has been demanded may be proceeded with pending the taking

of the poll.

Votes of members

Subject to any rights or restrictions for the time being attached to any class

45. or classes of shares, on a show of hands every member present in person shall have onc

vote. and on a poll every member shall have onc vote far each share of which he is the

holder. On a poll VOfes may be given either personally or by proxy.

46. No member shall be entitled 10 vote at any general meeting unless all calls

or other sums presently payable by him in respect of shares in the company have been

paid.

47. No objection shall be raised to the qualification oraoy voter except at the

meeting or adjourned meeting at which the vote objected to is given or tendered, and

every vOle nOl disallowed at such meeting shall be valid for all purposes. Any such

objection made in due time shall be referred to the chairman of the meeting, whose

decision shall be final and conclusive.

The instrument appointing a prollY and the power of attorney or other

48. authority, if any, under which it is signed or a nOl.arially certified copy of that poweror

authority shall be deposited al the registered office of the company or at such other

place in Malta as is specified for that purpose in the notice convening lhe meeting,

not less than twenty-four hours before the time for holding the meeting or adjourned

meeting, at which the person named in the instrument proposes 10 vOl.e, or, in the case

of a poll, nOlless than twenty-four hours before the time appointed for the taking of the

poll, and in default the instrument of proxy shall not be treated as valid.

49. An instrument appointing a prolly shall be in the following form or a fonn

as near thereto as circ umstances pennit

.................................... (name of the company)

"I/We .......................................................... ..

of.. ............................................................................................................................. .

reSldtng aL .................................. ................................................................................ .

being a member/members of the above-named company, hereby

appoint ........................................................... oL. ......................................................... or

failing him ...... ....................................... ...... of.. .......................................................... as

my/our proxy to vote for meJus on my/our behalf at the (annual orexlraordinary, as the

case may be) general meeting of the company, to be held on the ................................... day

of ................................. 19 ...... and at any adjournment thereof.

Signed this

day of

A 11106

This ronn is 10 be used in favour of/against- the resol ution. Unless otherwise

instructed. the proxy will vOle as he thinks fil." .

• s.tte ............... ? ~ ....

Directors

SO.

TIle remuneration of the directors shall from time 10 time be dclcnnincd by

lhe company in gcncrol meeting. Such re muneration shall be deemed 10 accrue from

day 10 day. The din:clon: may also be paid all travelling, hotel and other expenses

properl y incurred by them in attending and retuming from meetings of the directors or

Ilnr commiucc of the directors or gencml meetings of the company or in connecti on

with the business of the company.

51 . The sharcholding qualification for directors may be fixed by the compan y in

general meeting. and unless IInd until so fixed no qualification shall be required.

Powers and duties of directors

52. The direaOfS shall exercise their powers subject to any ofthcse regulations.

10 the provisions of the Act and to such regulations. being not inconsistent with the

aforesaid regulations or proviSions. as may be prescribed by the company in acneral

meeting; but DO R:gulllion made by the company in general meeting shall invalidate any

prior act of the direclorS which would ha"e been valid if thal R:gularion had not been

"""".

•

53. The direclOtS shall have power 10 appoint any person to be the artomey of the

compan y for such purposes and with such powers. authorities and discR:tion (nOl

exceeding those vested in or exercisable by the directors under these regularions) and

for such period and subject to such conditions as they may think fit. and any such powers

of attorney may contain such provisions for the protection and convenience of persons

dealing wi th any such attorney lIS the directors may think fi t, and may also au thorise any

such attorney to delegate all or any of the powers, authorities and diSCR:tions vested in

hi m.

54. A director shall nOl vOle at a meeting of the directors in respect of any contract

or arrangement in which he is interested, and if he shall do so his vote shall nOl be

counted, nor shall he be counted in the quorum present ar the meeting, but neither of

these prohibitions shall apply to -

(a) any armngement for giving any director any security or indemnity in

respect of money lent by him to or obligations undertaken by him for the benefit of

the compan y: or

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any arrangement for the giving by the cOlllpany of any security 10 a third

(b)

party in respect of a debt or obligation of the company for which the director

himself has assumed responsibility in whole or in part under a gLlarantee or

indemnity or by the deposit of a security; or

(c)

any contract by a director to subscribe for or underwrite shares or

debentures of the company; or

any contract or amtngement with any other company in which he is

(d)

interested only as an officer of the company or as a holder of shares or other

securities,

and these prohibitions may at any lime be suspended or relaxed to any extent, and

either generally or in respect of any particular contract, arrangement or transaction, by

the company in general meeting.

55. The directors sbalJ cause minutes to be made in books provided for the

purpose -

(a) of all appoinlmenlS of officers made by the directors;

(b) of the names of the directors presen t ill each meeling of the director.;

and of any commillee of the directors;

(c) of all resolutions and proceedings at all meelings ofthc company, and

of !he directors, and of COmmillees of diR:ctors.

The directors on behalf of the company lTUIy pay a graluity or pension or

56. allowance on R:tirement to any diR:ctor who has held any other salaried office or place

of profil with the company orto his widow or dependants and may make contributions

to any fund and pay premiums for the purchase or provision of any such gratuity,

pension or allowance.

Rotation of Directors

57. At the flfSt annual general meeting of the company all the directors shall

R:tiR: from office, and al the annual general meeting in every subsequent year one-

third of the directors for the time being or, if their number is not three or a muhipie of

three, then the number nearest one-third, shall retire from office.

58. The directors to retire in every year shall be those who have been longest in

office since their last election. but as betwccn persons who became directors on !he

same day those to retire shall (unless they otherwise agree among themselves) be

detennined by lot

A R:tiring director shall be eligible for re-election.

59. "It.

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60. TIle company III the motling at which a din:clor retires in manner aforesaid

may fill the vacru:ed office by eJeaing a penoo thereto.

61. No person other than a director retiring at the meeting shall un less

recommended by the directors be eligible for election 10 the office of diredor Ba any

genemJ meeting unless not less dUll three nor more than fourteen days before the dale

appointed for the meeting there shall have been kft at the registered office o f the

company DOlice in writing. signed by a member dul y qualifted 10 attend and vote at the

meeting for which such notice is given, of his intention 10 propose: such person for

election, and also notice in writing signed by that peoon orms willingness to beelected.

Proceedings of directors

62 . The direclors may meet together for the despatch ofbusincss. adjourn and

otherwise regulate their meetings. as they think fil. Questions arising at an y meeting

shal l be decided by a majority of votes. In case of an equality of Va les, the chainnan

shall have a second or CtlSling 'IOI:c. A director may, and the company secretary on the

requisition of a director shall, at any lime summon a meeti ng of the d~ctOB . It shall

not be necessary to give notice of a meeting of directors to any director for the: time

being absent from Malta.

63. The quorum necessary for the transaction of the business of the directOB

may be fixed by the directors. and unless so fi;tted shall be: two.

64. Thecontinuing directors may act notwithstanding any vacancy in their body,

but. if &nd 50 long as their nurrbef is,reduced below the number fixed by or pursuant to

the regulations of the company as the necessary quorum of directort, the continuing

directors or director may act for the purpose of increasing the number of directors to

that number, or of summoni ng a general meeti ng of the company, but for no o(her

purpose.

6.5. The directors may elect I chairman of their meetings and detennine the

period for which he is to hold office: but if no such cllaimmn is elected. or if at any

meeting the chairman is not present within five minutes after the time appointed for

holding the same, the directors present may choose one oftheirnumbc:rto be chairman

of the meeling.

66. A resolution in writing, signed by all the directors f()f"\he time being entitled

to receive notice of a meeling of the direclOrt, shall be as valid and effectual as ifll had

been passed at a meeting of the directoB duly convened and held.

Delegation of dll'fCtors' powers

67. The directors may from lime tOlime appoint I managing diItttororadirector

or din:clors holding any other executive office or offi ces from among.~t themselves

delegating to him or them any of the powers provided in regulation 70.

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68. Each such appointment shall be for such period and on such terms as the

directors think fit. and, subject 10 the tenns of any agreement entered into in an y

panicular case, the directors may revoke such appointment. Any director so

appointed shall not, whilst holding that office, be subject to retirement by rotaIion or

be taken inlo account in determining the rotation or retirement of directors, bul his

appointment shall be automaticall y determined if he ceases for any reason to be a

director.

A managing director or director holding any other executive office shall

69. receive such remuneration as the directors. subject to the approval of the company in

geneml meeting, may from time to time dctennine.

70. The directors may delegate to any managing director, or to any director

holding any other CllCCU tive office. any of the powers exercisable by them upon such

terms and conditio ns and with such restrictions as they may think fit, and either

collaterally with or 10 the exclusion of their own powers and may from time to time

revoke, withdraw or vary any of such powers.

The directors may also appoint acommitteeconsisti ng of oneofmore pcrwns

71. seleclI~d from among themselves delegating to it any of their powers. Any such

delegation may be made subject to any condition or requirement as the directors may

impose and may be made either collatenllly with or to the exclusion of their own

powers, and the directors may from time to time revoke, withdraw, alter or vary all or

any of such powers. Any such committee shall, subject to any of the said conditions or

requirements, regulate its own proceedings, in so far as possible in like manner as if its

meetings were meetings of the directors.

Company Se<:retary

72. Without prej udice to the provisions of the ACI regUlating the appoi ntment

and functions of the company secretary. the appointment or replacement of the company

secretary and the conditions of holding office shall be detennined by the directors.

The company secretary shall be responsible for keeping

the minute book of genenll meetings of the company

the minute book of meeti ngs of the board of directors;

the register of members

the register of debe ntures; and

such olher registers and records as the company secretary may be

required 10 keep by the board of directors.

The company secretary shall

-

ensure that proper notices are given of all meetings; and

-

ensure that all returns and othe r documents ofthc company are prepared

and delivered in accordance with the requirements of the Act.

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Divldend.~ and reserve

73. The company in general meeting may declare dividends, bUl no dividend

shall exceed the amount recommended by the directors.

74. The directors may from time to time pay to the members such interim

dividends as appear to the directors to be justified by the profits of the company.

75. The directors may. before recorruncnding any dividend, set aside out of the

profits of the company such sums as they think proper as a reserve or reserves which

shall, at the discretion of the direclOrs, be applicable for any purpose to which the

profits of the company may be properly applied, and pending such application may. at

the like discretion. eitberbeemployed in the business of the company orbe invested in

such investments, other than shares of the company, as the directors may from time to

time think fit . The directors may also without placing the same to reserve carry forward

any profits which they may think prudent not to divide.

76. Subject to the rights of persons, if any. entitled to shares with special rights

as to dividend. all dividends shall be declared and paid according 10 lhe amounts paid

or credited as paid on the shares in respect whereof the dividend is paid. but no amount

paid or credited as paid on a share in advance of calls shall be treated for the purposes

of this regulation as paid on the share. All dividends shall be apportioned and paid

proponion:uely to the amounts paid orcredited as paid on theshares during any ponion

or ponions of the period in respect of which the dividend is paid; bul if any share is

issued on tenns providing that it shall rank for dividend a<l from a particular date such

share shall rank for dividend accordingly.

77. The directors may deduct from any dividend payable to any me mber all

sums of money. if any. presently payable by him to the company on accounl of calls or

otherwisc in relation 10 the shares of the company.

78. No dividend shall bear interest against the company.

Accoun ts

79. Subject to the provisions of seclion 180 of the Act. the directors shall from

lime to ti me determine whether and 10 what extent and at what times and places and

under what conditions or regulations the annual accounts and accounting records of

the company or any of them shall be open to the inspection of members not being

directors. and no member, not being a director. shall have any right of inspecting any

such account or record or other document of the company except as conferred by law

or authorised by the dirt:ctors or by the company in general meeting.

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Capitalisation of profits

so.

The company in general meeting may upon the recommendation of the

directors resolve that il is desirable to capitalise any part of the amount for the time

being standing to the credit of any of the company's reserve accounts orto the credit of

the profit and loss account or otherwise available for distribution, and accordingly that

such sum be set free for distribution amongst the members who would have been

entitl ed thereto if distribUled by way of dividend and in the same proportions on

condi tion that the same be not paid in cash but be applied either in or towards paying

up any amounts for the time being unpaid on any shares held by such members

respectively or paying up in full unissued shares or debenlUres of the company to be

allotted and di stributed credited as fully paid up to and amongst such members in the

proportion aforesaid, or partly in the one way and partly in the other, and the directors

shall give effect to such resolution

Provided that a share premium account and a capital redemption reserve

may, for the purposes of thi s regulation, only be applied in the paying up of unissued

shares 10 be issued to members of lhe company as fully paid bonus shares

Provided furthcr that the directors may in giving effcct to such resolution

make such provision by payment in ca~h or otherwise as they think fit for the case of

shares or debentures becoming distributable in fractions.

Notice

81. A notice may be given by the company to any member either personally or

by sending it by post to him or to his registered address, or, if he has no registered

address in Malta, to the address, if any, in Malta supplicd by him to the company for

the giving of notice to him. Where a notice is sent by post, service of the notice shall

be deemed to be effected by properly addressing. prepaying and posting a letter

containing the noticc. and to have been effectcd in the case of a notice of a mecting at

the expiration of forty-eight hours after the letter containing the same is posted. and in

any other case at the time at which the leller would be delivered in the ordinary course

of post.

82. Notice of every general meeting shall be given in the manner hereinbefore

authorised to -

(a) every registered member e)(cept those members who, having no

registered address in Malta, have not supplied to the company an address in Malta

for the giving of notices to them; and

the auditor for the time being of the company.

(b)

No other person shall be entitled to receive notices of general meetings.

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Indemnity

83. Every managing director, director holding My otherexccutive office or other

director, and every agent, auditor or company secretary and in general any officer for

tne time being of the company shall be indemnified OUI of the assets of the company

against any liability incurn:d by him in defending any proceedings in which judgment

is given in his favour or in which he is acquitted.

PART n - REGULATIONS FOR TilE MANAGEMENTOJo' A PRIVATE

COMPANY

I. The regulations contained in Part I of this Schedule (with the exception of

regulation 14) shall apply.

2. The company is a private company and occordingly -

(a)

the right to lrlln.Sfer shares is restricted in a marmeri1ereinafterprescribcd;

(b)

the number of members of the company is limited to fi ft y;

(c) any invitation to the public to subscribe for any shares or debentures of

the company is prohibited; and

(d)

tne company shall not have power to issue share WllmUlts to beaJer.

3. The directors may. in their absolu te discretion and without assigning any

reason then:for. decline to register any uansfer of any share. whether or not it is a fully

paid share.

4. The din:ctors may at any time requite any person whose name is entered in

the register of members of the company to furnish thc m with any infonnation. supported,

if the directors so n:quire. by an affidavit. which they may consider necessary for the

purposes of determining whether or not the compan y satisfies the conditions of

qualification as an exempt company mentioned in subsection (2) of section 21t oflne

Act.

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