ACT No. xxx or 1997 AN ACT to amend the Comp6nits Act, 1995.

I assent.

(LS.)

Uoo M IFSUD B OSSICI

President

26th December , 1997

ACT No. xxx or 1997

AN ACT to amend the Comp6nits Act, 1995.

BE IT ENACTED by the President . by and with the advi ce and

consent of the House of Representatives . in this present Parliame nt

asse mbled , and by the authority of the same. as follows:-

I. This ACI may be cited as the Companies (Amendmem) Act, SlIcnIillc;,

1997. and shall be read and construed as one with the Compan ies Act . ",,"xxv 0( 1m,

199.:5 . hereinafter referred to as " the principal Act",

Section 428 o f the princi pal Act shall be amended as ... _ ..... 0(

O<CIioo .1l!o(l/It

rwlndpal Act-

(a) for subsection (4) thereofthere shall be substituted the

following

Unless otherwise provided in this section, and

M(4)

notwithstanding anything contained in the Memorandum or

Art icles or in the deed of partnership. as the case may be. as

from the I SI Marc h, 1998 , the provi sions of this Act shall

apply to commercial partnerships formed and registered

unde r the Ordinance, Such commercial partnerships shall ,

before the 1st March . 1998, compl y wi th the provisions of

this Act and sha ll . until such t ime. cominue to be regulated

by the Ordinance

Prov ided th at a commcrc ial partnership may. by

com pl ying with the provisions of this Act before such date.

cicCI to be reg ulated by the prov isions o f this Act and for

Ihis purpose the co mpany shall additi onally deliver a noti ce

in writing to the Rcgistrar for registration: and suc h clecti on

shall not take effec t unless and until suc h notice is

registeTl'ti ."

(b) for subsection (8). (9) and (10 ) thereof there shall be

substituted the follow ing

"(8) If an in\'estment compan y as is re ferred to in

subsection (3) hereof. fails to comply with the provisions of

the said subsection wi thin the period therein specified. that

company shall be coosidered dissolved and the Regislraf may.

al any time. apply to the Court in accordance with the

provisiollS o f Title II of Pan V of this Act

Provided that the Court may, if it th inks fi t . grant a

further period not ellceeding one year from the date of its

decision in whi ch the commercial partners hip may remedy

the failure.

(9) A commercial partnership as is referred 10 in

subsection ( 4) of Ihis section shall make th e c hanges

necessary in order to comply wilh the provisions o f this Act

by the 28th February, 1998.

( 10) Anychanges necessitated by virtue of subsection

(9) of this seclion shall be made

(a) in the case of a pannership en nom collec/if,

with the conse nt of a partner or partne rs having

contrib uted at least fifty per ce nt of the contribu tions

mad e to the partnership

(b) in the case of a partnership en commandile,

with the consent of a general partner or partners having

contributed at least fifty per cent of the contributions

made by the gene ral partners to the pa rtnership . or

holding at least fifty per cent of the nominal value of

the shares of the pannership held by the general partners

as the case may be. together with the consent of a limited

partner or partners having con tr ibu ted at least fifty per

cent of the contribut ions made by the limited partners

to the partnership or holding at least fifty pe r cent of

the nominal value of the shares held by the limited

as

panners the case may be;

(c) in the case of a company. notwithstanding

anythi ng contained in the Memorandum or Articles. by

means of a resolution. passed by a ge neral meeting of

the com pany called for the purpose , by -

( i) fifty per ce nt of the members

represented at the meeting and voting: or

(ii) a number of members having between

them not less than fifty per cent of the nominal

value of the shares represented at that mccting,

and voting thereat;

and any provision relating to the quorum of members

at t hat meeting shall not apply.

The provisions of this subse<:tion shall nl't apply to any

changes to the deed of partnership or to the Memorandum

or Articles, as the case may be, which are nOI sirict ly neces·

sary in order 10 comply with the provisions of Ihis Act."

"d

(c) immediately afler subsection ( 13) thereof. there shall

be added the following subsections

A commercial partnership as is referrcd to

"(14)

in su bsection (4) of this section which fail s to effect the

changes necessary in order to comply with the provisions

of this Act before the 1st March 1998 shall become liable

to a penalty of Lm50, and for every day thereafter duri n g

which the default continues, to a further penally of Lm2.

The provisions o f subsections ( I) and (2) of section 427

of this Act shall not apply to the penalties imposed under

th is subsection.

( IS) Notwithstanding the provisions of paragraph (d)

of subsection (I) of section 401 of this Act, until such time

as the instrument or reso lu tion, or a copy thereof, giving

effect to the changes necessi tated by virtue of subse<:tion (4)

of this section is de livered to the Registrar for registration,

and until such time as any penalties that may be incurred by

virtue of subsection (14) of this section are paid, the Registrar

shall not retain and register

~

in the case of a company, any resolution, notice or

return required to be registered under this Act, other than

any resolution, notice , return or other document required 10

be registered under this Act, other than any resolution, no-

tice, return or other document required to be delivered to the

Registrar in terms of the provisions of Title 11 of Part V and

of sections 122, 146, 183 and 184 of this Act; and

- in the case of any other commercial partnership any

instrument giving effect to any alteration or addition to the

deed of partnership.

( 16) The Mini ste r ma y by order in the G aze tt e

estab li sh a date. being 11 date aft e r the 3 1st Dece mbe;

1998. on which any co mpan y which fails to conlply with

the provisions o f sub sec ti on (4 ) of thi s secti on shllil be

deemed to be a compan y which is not carrying On busi ne ss

or is not in o peration for the purposes of section 325 of this

Act.".

Subsection ( I ) of section 431 of the principal Act shall be

amended as follows

(a) in paragra ph (c) tllereof for the words "contribution to

the pannership.'·. there shall be substituted the words "contribution

to tile partnership; and"; and

(b) immediately after paragraph (c) thereof as amended

there shall be added the following new paragraph

"(d) a commercial partnership which on the 1st

March. 1998 . is a controlled asset as defined in the

Controlled Compani es (Procedure for Liq uidation) Act.

1995. $hall contin ue to be regulatcd by the Ordinance

until six months after such conunercial pannership shall

have ceased to be a controlled asset in accordance with

that Act; and the provisions of section 428 of th is Act

shall appl y to such controlled company as if reference

therein [ 0 the 28 th February 1998 were a reference to

the last da y of the period of six moths after the

commercial partnership shall have ccased to be a

control led asse t. and a reference to the 1st March 1998

were a reference to the first day immediately following

such period . and the provisions of subsection (16) of

the said section 428 shall only be applicab le after the

31 St December of the year in which the said period of

six mont hs would have lapsed." ,

Passed by the House of Represe ntati ves at Sitting No. 167 of tile 15th December.

1997. M VRIAM SPITERI D EBO;-W

Speaker

RICHARD J . CAUCHJ

Clerk 10 lire House of Represen/lI/iw:s