cap_168

MT

COMMERCIAL PARTNERSHIPS ORDINANCE *

200 Articles / Provisions · Malta

Open official source Machine-readable Markdown (.md)

Table of Provisions (200)

Preamble Art. 1 Short title. First Schedule Art. 2 Interpretation. Second Schedule Art. 3 Law governing commercial partnerships. Third Schedule Art. 4 Formation of partnership. Fourth Schedule Art. 5 Different kinds of partnerships. Art. 6 Indication of particulars concerning partnerships in business letters, etc. Art. 7 Definition. Art. 8 Agreement to pay share of profits. Art. 9 Partnership-name. Art. 10 Penalties for use of partnership- name including name of fictitious person, etc. Art. 11 Contributions deemed to be made in ownership. proved Art. 12 Contribution of a debt owing to a partner. Art. 13 Valuation of contribution. Art. 14 How partnership is constituted. Art. 15 Contents of deed of partnership. Art. 16 Registration of deeds of partnership. Art. 17 Duty of Registrar and effect of registration. Art. 18 Where certificate of registration is not issued. Art. 19 Changes in deed of partnership. Art. 20 Where alteration consists in change of partnership- name. Art. 21 Reductions in contribution of a partner and dissolution of a partnership before period fixed for its duration. Art. 22 Right of creditors of a partner to oppose enlargement of duration of a partnership. Art. 23 Duties of Registrar of Courts. Art. 24 How deed of partnership may be altered. Art. 25 Administration and representation of a partnership. Art. 26 How partnership may be bound. Art. 27 New partners. Art. 28 Distribution of profits. Art. 29 How rights of creditors of a partner are enforceable. Art. 30 A partner may not compete with partnership. Art. 31 Death of a partner. Art. 32 Expulsion of a partner. Art. 33 Cessation of membership. Art. 34 Rights of persons ceasing to be partners. Art. 35 Dissolution of partnerships en nom collectif. Art. 36 Notice of dissolution. Art. 37 How a partnership en nom collectif may be wound up. Art. 38 Power to remove liquidator. Art. 39 Remuneration of liquidator. Art. 40 Costs of winding up payable in priority to other claims. Art. 41 Penalty. Art. 42 Powers until provision is made for winding up. Art. 43 Duties of partners vested with administration. Art. 44 Powers of liquidators. Art. 45 Liquidator not to distribute assets before paying debts. Art. 46 Duty of liquidator to give information, to render account and prepare scheme of distribution. Art. 47 Rules applicable to distribution of assets. Art. 48 Approval of accounts and scheme of distribution. Art. 49 Striking of name of partnership off Register. Art. 50 Preservation of books of account, etc., after dissolution. Art. 51 Definition. Art. 52 Applicability of provisions governing partnerships en nom collectif. Art. 53 Partnership-name. Art. 54 Contribution of limited partner not to include personal services. Art. 55 Contents of deed of partnership. Art. 56 Rights of general partners. Art. 57 Administration and representation. Art. 58 Appointment of partners to administer and represent partnership. Art. 59 Limited partner cannot take part in management of partnerships. Art. 60 Communication of yearly accounts to limited partners. Art. 61 Article 30 not to apply to limited partners. Art. 62 Limited partner not bound to restore profits received in good faith. Art. 63 Assignment of interest by limited partner. Art. 64 Death of limited partner. Art. 65 Dissolution of partnership en commandite. Art. 66 Division of capital into shares. Art. 67 Definition. Art. 68 How company is constituted. Art. 69 Contents of memorandum. Art. 70 Name of company. Art. 71 Objects of company. Art. 72 Minimum share capital. Art. 73 Articles of association. Art. 74 Registration of memorandum and articles. Art. 75 Duty of Registrar and effects of registration. Art. 76 Where certificate of registration is not issued. Art. 77 Alterations and additions to memorandum and articles. Art. 78 Reduction of share capital. Art. 79 Change of name of company. Art. 80 Art. 81 Authentication of documents. Art. 82 Issue of applications for shares in or debentures of a company to be made with a prospectus. Art. 83 Dating of prospectus and matters to be stated therein. Art. 84 Penalty. Art. 85 Prospectus including a statement by experts. Art. 86 Registration of prospectus. Art. 87 Restriction on alteration of terms mentioned in prospectus. Art. 88 Civil liability for mis-statements in prospectus. Art. 89 Document containing offer of shares or debentures for sale to be deemed prospectus. Art. 90 Interpretation of provisions relating to prospectus. Art. 91 No allotment of share capital unless seventy-five per cent subscribed. Art. 92 No allotment after lapse of three months from issue of prospectus. Art. 93 Time of the opening of the subscription lists. Art. 94 Revocability of applications for shares or debentures. Art. 95 Return as to allotments. Art. 96 Company may not hold its own shares. Art. 97 Art. 98 Conditions for payment of commissions, discounts, etc. Art. 99 Application of premium received on issue of shares. Art. 100 Redeemable preference shares. Art. 101 Rights of holders of special classes of shares and variations thereof. Art. 102 Numbering of shares. Art. 103 Transfer of shares. Art. 104 Registration of transfer at request of transferor. Art. 105 Issue of certificates. Art. 106 Share warrants. Art. 107 Register of members. Art. 108 Register of debentures. Art. 109 Inspection of registers. Art. 110 Power to close registers. Art. 111 Statutory meeting. Art. 112 Holding of annual general meeting. Art. 113 Penalty. Art. 114 Convening of extraordinary general meeting on requisition. Art. 115 Length of notice for calling meetings. Art. 116 General provisions as to meetings and votes. Art. 117 Power of court to order meeting. Art. 118 Proxies. Art. 119 Right to demand a poll. Art. 120 Extraordinary resolutions. Art. 121 Directors. Art. 122 Restrictions on appointment of director. Art. 123 Removal of directors. Art. 124 Casual vacancy. Art. 125 Disqualification for appointment as director. Art. 126 Director may not compete with company. Art. 127 Prohibition of loans, etc., to directors. Art. 128 Duty of director to disclose interest in a contract with company. Art. 129 Return as to changes among directors. Art. 130 Joint and several liability of directors. Art. 131 Provisions as to liability of officers and auditors. Art. 132 Minutes of proceedings. Art. 133 Keeping of books of account. Art. 134 Profit and loss account and balance sheet. Art. 135 General provisions as to contents and form of accounts. Art. 136 Signing of balance sheet. Art. 137 Directors’ report to be attached to balance sheet. Art. 138 Inspection of accounts. Art. 139 Penalty. Art. 140 Appointment and remuneration of auditors. Art. 141 Disqualification for appointment as auditor. Art. 142 Auditor’s report. Art. 143 Right of access to books and to attend at general meetings. Art. 144 Annual return. Art. 145 Documents to be annexed to annual return. Art. 146 Penalty. Art. 147 Definition. Art. 148 Provisions not applicable to private companies. Art. 149 Exemption of private company from requirements of article 145, etc. Art. 150 Dissolution of companies. Art. 151 Notice of dissolution and calling of meeting for appointment of liquidator. Art. 152 Appointment, removal and remuneration of liquidator. Art. 153 Notice of appointment of liquidator. Art. 154 Penalty. Art. 155 Powers of directors and convening of general meetings. Art. 156 Applicability of articles 43, 44 and article 45(1). Art. 157 Calls for payment of unpaid share capital. Art. 158 Duties of liquidator where winding up continues for more than one year. Art. 159 Duties of liquidator when affairs have been completely wound up. Art. 160 Approval of accounts and scheme of distribution. Art. 161 Name of company to be struck off the register. Art. 162 Conversion of partnerships. Art. 163 Amalgamation of partnerships. Art. 164 Registration of the conversion or amalgamation of partnerships. Art. 165 Where partnership ceases to exist on conversion or amalgamation. Art. 166 Partners with unlimited liability to remain bound unless creditors consent to conversion. Art. 167 Rights of creditors to oppose conversion or amalgamation. Art. 168 Continuing or new partnership succeeds partnership ceasing to exist. Art. 169 Definition. Art. 170 Consent of associates required for admission of other associates. Art. 171 Relations of parties vis-a-vis third parties and among themselves. Art. 172 Only associating party acquires rights and assumes obligations. Art. 173 Rights of associating party and of associates. Art. 174 Liability of associate. Art. 175 Agreements allowed between parties. Art. 176 No formalities required for association en participation. Art. 177 Application of articles 178 to 182. Art. 178 Documents, etc., to be delivered by oversea companies carrying on business in Malta. Art. 179 Return to be delivered by oversea company where documents, etc., altered. Art. 180 Accounts of oversea company. Art. 181 Other obligations of oversea company. Art. 182 Penalties. Art. 183 Application of articles 184 to 187. Art. 184 Documents, etc., to be delivered by oversea partnerships carrying on business in Malta. Art. 185 Return to be delivered by oversea partnerships where documents, etc., altered. Art. 186 Other obligations of oversea partnerships. Art. 187 Penalties. Art. 188 Dating of prospectus and particulars to be contained therein. Art. 189 Application of articles 85, 86 and Art. 190 Interpretation of provisions as to prospectuses. Art. 191 Power of Prime Minister to appoint Registrar. Art. 192 Additional duties of Registrar. Art. 193 Powers of Registrar to investigate affairs of partnership. Art. 194 Inspection, etc., of documents kept by Registrar. Art. 195 Power of Minister to make regulations.

Statutory Text (200 Articles)

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Preamble — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

COMMERCIAL PARTNERSHIPS

CHAPTER 168

COMMERCIAL PARTNERSHIPS ORDINANCE *

To regulate commercial partnerships.

(19th April, 1965) †

Enacted by ORDINANCE X of 1962, as amended by Legal Notice 4 of 1963; Acts: I of 1965,

XXI of 1966, XII of 1970; Legal Notice 148 of 1975; Acts: XI of 1977, XXVIII of 1979, IX of

1982, XIII of 1983, XXXIV of 1988, IV of 1991 and XXIV of 1995; and Legal Notice 410 of

2007. ARRANGEMENT OF ORDINANCE

Articles

Short title

Part I.

Preliminary Provisions

2-3

Part II.

General Provisions

4-6

Part III.

Partnership "En Nom Collectif"

7-50

Part IV.

Partnership "En Commandite"

51-66

Part V.

Partnership "Anonyme" or Limited Liability Company

67-161

Formation of Company and Matters incidental thereto

67-81

Share Capital and Debentures

82-110

Management and Administration

111-146

Private Companies

147-149

Dissolution and Winding up

150-161

Part VI.

Conversion and Amalgamation of Partnerships

162-168

Part VII.

Association "En Participation"

169-176

Part VIII.

Partnerships constituted or registered outside Malta

177-190

Provisions as to establishment of place of business in Malta

177-187

Prospectuses

188-190

Part X.

General

191-195

SCHEDULES

First Schedule

Part I

Regulations for the Management of a Limited Liability

Company

Part II

Regulations for the Management of a Private Company

Second Schedule

Matters to be specified in a Prospectus and Reports to be set

out therein

Part I

Matters to be specified

Part II

Reports to be set out

Third Schedule

Part I

General Provisions as to Balance Sheet and Profit and Loss

Account

Part II

Exceptions for Special Classes of Company

Part III

Interpretation of Schedule

Fourth Schedule

Contents and Form of Annual Return

*Repealed by Act XXV of 1995 (Chapter 386); but reproduced in view of articles which are still applicable

- see Chapter 386.

†See article 1 of the Ordinance as originally enacted, part of which has been omitted under the Statute Law

Revision Act, 1980, and Legal Notice 5 of 1965.

COMMERCIAL PARTNERSHIPS

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 1 Short title. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

The short title of this Ordinance is the Commercial

Partnerships Ordinance.

PART I

PRELIMINARY PROVISIONS

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

First Schedule — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Amended by

XIII. 1983.4.

(Article 73)

PART I

REGULATIONS FOR THE MANAGEMENT

OF A LIMITED LIABILITY COMPANY

Share Capital and Variation of Rights

l.

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 preferred, deferred or other special rights or such restrictions, whether in

regard to dividend, voting, return of capital or otherwise as the company may from

time to time by ordinary resolution determine.

2. Subject to the provisions of article 100 of the Commercial Partnerships

Ordinance, (hereinafter referred to as "the Ordinance") any preference shares may,

with the sanction of an ordinary resolution, be issued on the terms that they are, or at

the option of the company are liable, to 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

rights attached to any class (unless otherwise provided by the terms of issue of the

shares of that class) may, whether or not the company is being wound up, be varied

with the consent in writing of the holders of three-fourths of the issued shares of that

class, or with the sanction of an extraordinary resolution passed at a separate general

meeting of the holders of the shares of the class. To every such separate general

meeting the provisions of these regulations relating to general meetings shall apply.

4. The company may exercise the power of paying commissions or of making

discounts or allowances provided it complies with the requirements of article 98 of

the Ordinance. Such commission may be satisfied by the payment of cash or the

allotment of fully or partly paid shares or partly in one way and partly in the other.

5. Every person whose name is entered as a member in the register of members

shall be entitled without payment to receive one certificate for all his shares or

several certificates each for one or more of his shares upon payment of 12c5 for

every certificate after the first or such less sum as the directors shall from time to

time determine. If a share certificate be defaced, lost or destroyed, it may be renewed

on payment of a fee of 12c5 or such less sum and on such terms (if any) as to

evidence and indemnity and the payment of out-of-pocket expenses of the company

on investigating evidence as the directors think fit.

Calls on Shares

6. The directors may from time to time make calls upon the members in respect

of any moneys unpaid on their shares (whether on account of the nominal value of

the shares or by way of premium) and not by the conditions of allotment thereof

made payable at fixed times, provided no call shall exceed one-fourth of the nominal

value of the share or be payable at less than one month from the date fixed for the

payment of the last preceding call, and each member shall (subject to receiving at

least fourteen days’ notice specifying the time or times and place of payment) pay to

the company, at the time or times and place so specified, the amount called on his

COMMERCIAL PARTNERSHIPS

shares. A call may be revoked or postponed as the directors may determine.

7. The joint holders of a share shall be jointly and severally liable to pay all

calls in respect thereof.

8. If a sum called in respect of a share is not paid before or on the date

appointed for payment thereof, the person from whom the sum is due shall pay

interest thereon from the day appointed for payment thereof to the time of actual

payment at such rate not exceeding 6 per cent per annum as the directors may

determine, but the directors shall be at liberty to waive payment of such interest

wholly or in part.

9. Any sum which by the terms of issue of a share becomes payable on

allotment or at any fixed date, whether on account of the nominal value of the share

or by way of premium, shall for the purposes of these regulations be deemed to be a

call duly made and payable on the date on which, by the terms 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, forfeiture or otherwise shall

apply as if such sum had become payable by virtue of a call duly made and notified.

10. The directors may, on the issue of shares, differentiate between the holders

as to the amount of calls to be paid and the times of payment.

11. The directors may, if they think fit, receive from any member willing to

advance the same, all or any part of the moneys uncalled and unpaid upon any shares

held by him, and upon all or any of the moneys so advanced may (until the same

would, but for such advance, become payable) pay interest at such rate not exceeding

6 per cent per annum, as may be agreed upon between the directors and the members

paying such sum in advance.

Transfer and Transmission of Shares

12. The instrument of transfer of any share shall be executed by or on behalf of

the transferor and transferee and the transferor shall be deemed to remain a holder of

the share until the name of the transferee is entered in the register of members in

respect thereof.

13. Subject to such of the restrictions of these regulations as may be applicable,

any 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 to register the transfer 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 accompanied by the certificate of the shares

to which it relates, and such other evidence as the directors may

reasonably require to show the right of the transferor to make the

transfer; and

(b) the instrument of transfer is in respect of only one class of share.

16. If the directors refuse to register a transfer they shall within two months

after the date on which the transfer was lodged with the company send to the

transferee notice of the refusal.

17. The registration of transfers may be suspended at such times and for such

periods as the directors may from time to time determine, provided always that such

COMMERCIAL PARTNERSHIPS

registration shall not be suspended for more than thirty days in any year.

18. Any person becoming entitled to a share in consequence of the death of a

member may, upon such evidence being produced as may from time to time properly

be required by the directors and subject as hereinafter provided, elect either to be

registered himself 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 member before his death.

19. If the person so becoming entitled shall elect to be registered himself, he

shall deliver or send to the company a notice in writing signed by him stating that he

so elects. If he shall elect to have another person registered he shall testify his

election by executing to that person a transfer of the share. 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 not 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

entitled if he were the registered holder of the share, except that he shall not, before

being registered as a member in respect of the share, be entitled in respect of it to

exercise any right conferred by membership in relation to meetings of the company

Provided always that the directors may at any time give notice requiring any such

person to elect either to be registered himself or to transfer the share, and if the

notice is not complied with within ninety days the directors may thereafter withhold

payment of all dividends, bonuses or other moneys payable in respect of the share

until the requirements of the notice have been complied with.

21. In respect of a share held jointly by several persons the name of only one of

such persons shall be entered in the register of members. Such person shall be

elected by the joint holders and shall for all intents and purposes be deemed, vis-a-

vis the company, to be the registered holder of the share so held.

Forfeiture of Shares

22. If a member fails to pay any call or instalment of a call on the day appointed

for payment thereof, the directors may, at any time thereafter during such time as any

part of the call or instalment remains unpaid, require payment of so 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 further day (not earlier than the expiration

of fourteen days from the date of service of the notice) on or before which the

payment required by the notice is to 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 to be forfeited.

23. If the requirements of any such notice as aforesaid are not complied with,

any share in respect of which the notice has been given may at any time thereafter,

before the payment required by the notice has been made, be forfeited by a

resolution of the directors to that effect.

24. A forfeited share may be sold or otherwise disposed of on such terms and in

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

consideration, 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 holder of the share. At any time

COMMERCIAL PARTNERSHIPS

before a sale or disposition the forfeiture may be cancelled on such terms as the

directors think fit.

25. A person whose shares have been forfeited shall cease to be a member in

respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the

company all moneys which, at the date of the forfeiture, were payable by him to the

company in respect of the shares; but his liability shall cease if and when the

company shall have received payment in full of all such moneys in respect of the

shares.

Conversion of Shares into Stock

26. The company may by ordinary resolution convert any paid up shares into

stock, and re-convert any stock into paid up shares of any denomination.

27. 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 to time fix the

minimum amount of stock transferable but so that such minimum shall not exceed

the nominal amount of the shares 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 matters as if they held the shares from which the

stock arose, but no such privilege or advantage (except participation in the dividends

and profits of the company and in the assets on winding up) shall be conferred by

any amount of stock which would not, if existing in shares, have conferred that

privilege or advantage.

29. Such of the regulations of the company as are applicable to paid up shares

shall apply to stock, and the words "share" and "shareholder" therein shall include

"stock" and "stockholder".

General Meetings

30. Subject to the provisions of the Ordinance the annual general meetings shall

be held at such time and place as the directors shall appoint.

31. All general meetings other than annual general meetings shall be called

extraordinary general meetings.

32. The directors may, whenever they think fit, convene an extraordinary

general meeting, and extraordinary general meetings shall also be convened on such

requisition, or, in default, may be convened by such requisitionists, as provided by

article 114 of the Ordinance. If at any time there are not in Malta sufficient directors

capable of acting to form 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 fourteen days’ notice in

writing at the least. The notice 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 given, in manner hereinafter mentioned or in such other

COMMERCIAL PARTNERSHIPS

manner, if any, as may be prescribed by the company in general meeting, to such

persons as are, under the regulations of the company, entitled 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 to have been duly

called if it is so agreed by all the members entitled to attend and vote thereat.

34. The accidental omission to give notice of a meeting to, or the non-receipt of

notice of a meeting by, any person entitled to receive notice shall not invalidate the

proceedings at that meeting.

Proceedings at General Meetings

35. All business shall be deemed special that is transacted at an extraordinary

general meeting, and also all that is transacted at an annual general meeting, with the

exception of declaring a dividend, the consideration of the accounts, balance sheets,

and the reports of the directors and auditors, the election of directors in the place of

those retiring and the appointment of, and the fixing of the remuneration of, the

auditors.

36. No business shall be transacted at any general meeting unless a quorum of

members is present at the time when the meeting proceeds to business; save as herein

otherwise provided, ten per cent of the members present in person or by proxy, not

being less than two members present in person, shall 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 time and

place as the directors may determine, and if at the adjourned meeting a quorum is not

present within half an hour from the time appointed for the meeting, the 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 for the holding of the

meeting or is unwilling to act, the directors present shall elect one of their number to

be chairman 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 of the meeting.

40. The chairman may, with the consent of any meeting at which a quorum is

present (and shall if so directed by the meeting), adjourn the meeting from time to

time and from place to place, but no business shall be transacted at any adjourned

meeting other than the business left unfinished at the meeting from which the

adjournment took 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 or of the

business to be transacted at an adjourned meeting.

41. At any general meeting a resolution put to the vote of the meeting shall be

decided on a show of hands unless a poll is (before or on the declaration of the result

of the show of hands) demanded -

(a) by the chairman; or

COMMERCIAL PARTNERSHIPS

(b) by at least three members present in person or by proxy; or

(c) by any member or members present in person or by proxy and

representing not less than one-tenth of the total voting rights of all the

members having the right to vote at the meeting; or

(d) by a member or members holding shares in the company conferring a

right to vote at the meeting being shares on which an aggregate sum has

been paid up equal to not less than one-tenth of the total sum paid up on

all the shares conferring that right.

Unless a poll be so demanded a declaration by the chairman that a resolution has

on a show of hands been carried or carried unanimously, or by a particular majority,

or lost and an entry to that effect in the book containing the minutes of the

proceedings of the company shall be conclusive evidence of the fact without proof of

the number or proportion of the votes recorded in favour of or against such

resolution

Provided that where a resolution requires a particular majority in value, the

resolution shall not be deemed to have been carried on a show of hands by the

required majority unless there be present at that 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

taken in such manner as the chairman directs and the result of the poll shall be

deemed to be the resolution of the meeting at which the poll was demanded.

43. In the case of an equality of votes, whether on a show of hands or on a poll,

the chairman of the meeting at which the show of hands takes place or at which the

poll is demanded, shall be entitled to a second or casting vote.

44. A poll demanded on the election of a chairman or on a question of

adjournment shall be taken forthwith. A poll demanded on any other question shall

be taken at such time as the chairman 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

45. Subject to any rights or restrictions for the time being attached to any class

or classes of shares, on a show of hands every member present in person shall have

one vote, and on a poll every member shall have one vote for each share of which he

is the holder. On a poll votes may be given either personally or by proxy.

46. No member shall be entitled to 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 of any voter except at the

meeting or adjourned meeting at which the vote objected to is given or tendered, and

every vote not 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.

48. The instrument appointing a proxy and the power of attorney or other

authority, if any, under which it is signed or a notarially certified copy of that power

or authority shall be deposited at the registered office of the company or at such

COMMERCIAL PARTNERSHIPS

other place in Malta as is specified for that purpose in the notice convening the

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 to vote, or,

in the case of a poll, not less 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 proxy shall be in the following form or a form as

near thereto as circumstances permit

Limited

"I/We .................................., of .........................................................................

................................................ residing at ..................................................... being

a member/members of the above-named company, hereby appoint ............................

............................................... of ...............................................or failing him

.................................................... of ...........................................as my/our proxy to

vote for me/us on my/our behalf at the (annual or extraordinary, 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

in favour of * the resolution. Unless otherwise instructed,

This form is to be used

against

the proxy will vote as he thinks fit."

*Strike out whichever is not desired.

50. The instrument appointing a proxy shall be deemed to confer authority to

demand or join in demanding a poll.

Directors

51. The remuneration of the directors shall from time to time be determined by

the company in general meeting. Such remuneration shall be deemed to accrue from

day to day. The directors may also be paid all travelling, hotel and other expenses

properly incurred by them in attending and returning from meetings of the directors

or any committee of the directors or general meetings of the company or in

connection with the business of the company.

52. The shareholding qualification for directors may be fixed by the company in

general meeting, and unless and until so fixed no qualification shall be required.

Borrowing Powers

53. The directors may exercise all the powers of the company to borrow money,

and to hypothecate or charge its undertaking, property and uncalled capital, or any

part thereof, and to issue debentures, debenture stock and other securities whether

outright or as security for any debt, liability or obligation of the company or of any

third party

Provided that the amount for the time being remaining undischarged of moneys

borrowed or secured by the directors as aforesaid (apart from temporary loans

obtained from the company’s bankers in the ordinary course of business) shall not at

any time, without the previous sanction of the company in general meeting, exceed

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the nominal amount of the share capital of the company for the time being issued,

but nevertheless no lender or other person dealing with the company shall be

concerned to see or inquire whether this limit is observed. No debt incurred or

security given in excess of such limit shall be invalid or ineffectual except in the

case of express notice to the lender or the recipient of the security at the time when

the debt was incurred or security given that the limit hereby imposed had been or

was thereby exceeded.

Powers and Duties of Directors

54. The directors shall exercise their powers subject to any of these regulations,

to the provisions of the Ordinance and to such regulations, being not inconsistent

with the aforesaid regulations or provisions, as may be prescribed by the company in

general meeting; but no regulation made by the company in general meeting shall

invalidate any prior act of the directors which would have been valid if that

regulation had not been made.

55. The directors shall have power to appoint any person to be the attorney of

the company for such purposes and with such powers, authorities and discretion (not

exceeding those vested in or exercisable by the directors under these regulations)

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 with any such attorney as the directors may think fit,

and may also authorise any such attorney to delegate all or any of the powers,

authorities and discretions vested in him.

56. A director shall not vote 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

not be counted, nor shall he be counted in the quorum present at the meeting, but

neither of these prohibitions shall apply to -

(a) any arrangement 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 company; or

(b) to any arrangement for the giving by the company of any security to a

third 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 guarantee 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

(d) any contract or arrangement with any other company in which he is

interested only as an officer of the company or as a holder of shares or

other securities,

and these prohibitions may at any time 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.

57. The directors shall cause minutes to be made in books provided for the

purpose -

(a) of all appointments of officers made by the directors;

(b) of the names of the directors present at each meeting of the directors

and of any committee of the directors;

(c) of all resolutions and proceedings at all meetings of the company, and of

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the directors, and of committees of directors.

58. The directors on behalf of the company may pay a gratuity or pension or

allowance on retirement to any director who has held any other salaried office or

place of profit with the company or to 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

59. At the first annual general meeting of the company all the directors shall

retire from office, and at 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 multiple

of three, then the number nearest one-third, shall retire from office.

60. The directors to retire in every year shall be those who have been longest in

office since their last election, but as between persons who became directors on the

same day those to retire shall (unless they otherwise agree among themselves) be

determined by lot.

61. A retiring director shall be eligible for re-election.

62. The company at the meeting at which a director retires in manner aforesaid

may fill the vacated office by electing a person thereto.

63. No person other than a director retiring at the meeting shall unless

recommended by the directors be eligible for election to the office of director at any

general meeting unless not less than three nor more than fourteen days before the

date appointed for the meeting there shall have been left at the registered office of

the company notice in writing, signed by a member duly qualified to attend and vote

at the meeting for which such notice is given, of his intention to propose such person

for election, and also notice in writing signed by that person of his willingness to be

elected.

Proceedings of Directors

64. The directors may meet together for the despatch of business, adjourn and

otherwise regulate their meetings, as they think fit. Questions arising at any meeting

shall be decided by a majority of votes. In case of an equality of votes, the chairman

shall have a second or casting vote. A director may, and the secretary on the

requisition of a director shall, at any time summon a meeting of the directors. It shall

not be necessary to give notice of a meeting of directors to any director for the time

being absent from Malta.

65. The quorum necessary for the transaction of the business of the directors

may be fixed by the directors, and unless so fixed shall be two.

66. The continuing directors may act notwithstanding any vacancy in their body,

but, if and so long as their number is reduced below the number fixed by or pursuant

to the regulations of the company as the necessary quorum of directors, the

continuing directors or director may act for the purpose of increasing the number of

directors to that number, or of summoning a general meeting of the company, but for

no other purpose.

67. The directors may elect a chairman of their meetings and determine the

period for which he is to hold office; but if no such chairman 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 of their number to be

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chairman of the meeting.

68. The directors may delegate any of their powers to committees consisting of

such member or members of their body as they think fit. Any committee so formed

shall in the exercise of the powers so delegated conform to any regulations that may

be imposed on it by the directors, and subject to any such regulations, it shall

regulate its proceedings in like manner as if its meetings were meetings of the

directors.

69. A resolution in writing, signed by all the directors for the time being entitled

to receive notice of a meeting of the directors, shall be as valid and effectual as if it

had been passed at a meeting of the directors duly convened and held.

Managing Director

70. The directors may from time to time appoint one or more of their body to the

office of managing director for such period and on such terms as they think fit, and,

subject to the terms of any agreement entered into in any particular case, may revoke

such appointment. A director so appointed shall not, whilst holding that office, be

subject to retirement by rotation or be taken into account in determining the rotation

of retirement of directors, but his appointment shall be automatically determined if

he ceases from any cause to be a director.

71. A managing director shall receive such remuneration as the directors,

subject to the approval of the company in general meeting, may from time to time

determine.

72. The directors may entrust to and confer upon a managing director any of the

powers exercisable by them upon such terms and conditions and with such

restrictions as they may think fit, and either collaterally with or to the exclusion of

their own powers and may from time to time revoke, withdraw, alter or vary all or

any of such powers.

Secretary

73. The directors may appoint a secretary for such term, at such remuneration

and upon such conditions as they may think fit; and any secretary so appointed may

be removed by them

Provided that no person shall be appointed or hold office as secretary who is the

sole director of the company.

Dividends and Reserve

74. The company in general meeting may declare dividends, but no dividend

shall exceed the amount recommended by the directors.

75. 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.

76. No dividend shall be paid otherwise than out of profits.

77. The directors may, before recommending 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 directors, 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, either be employed in the business of the company or be

invested in such investments (other than shares of the company) as the directors may

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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.

78. 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 to the 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 proportionately to the amounts paid or credited as paid on the shares during

any portion or portions of the period in respect of which the dividend is paid; but if

any share is issued on terms providing that it shall rank for dividend as from a

particular date such share shall rank for dividend accordingly.

79. The directors may deduct from any dividend payable to any member all

sums of money (if any) presently payable by him to the company on account of calls

or otherwise in relation to the shares of the company.

80. No dividend shall bear interest against the company.

Accounts

81. The directors shall from time to time determine whether and to what extent

and at what times and places and under what conditions or regulations the accounts

and books 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 account or book or document of the company except as conferred by

law or authorised by the directors or by the company in general meeting.

Capitalisation of Profits

82. The company in general meeting may upon the recommendation of the

directors resolve that it 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 or to 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

entitled thereto if distributed by way of dividend and in the same proportions on

condition 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 debentures of the company to be

allotted and distributed 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 fund may,

for the purposes of this regulation, only be applied in the paying up of unissued

shares to be issued to members of the company as fully paid bonus shares

Provided further that the directors may in giving effect to such resolution make

such provision by payment in cash or otherwise as they think fit for the case of

shares or debentures becoming distributable in fractions.

Notice

83. 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 supplied by him to the company for

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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 notice, and to have been effected in the case of a notice of a meeting

at the expiration of twenty-four hours after the letter containing the same is posted,

and in any other case at the time at which the letter would be delivered in the

ordinary course of post.

84. Notice of every general meeting shall be given in the manner hereinbefore

authorised to -

(a) every registered member except 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

(b) the auditor for the time being of the company.

No other person shall be entitled to receive notices of general meetings.

Indemnity

85. Every director, managing director, agent, auditor or secretary and in general

any officer for the time being of the company shall be indemnified out of the assets

of the company against any liability incurred by him in defending any proceedings in

which judgment is given in his favour or in which he is acquitted.

PART II

REGULATIONS FOR THE MANAGEMENT OF A PRIVATE COMPANY

1. 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 accordingly-

(a) the right to transfer shares is restricted in manner hereinafter prescribed;

(b) the number of members of the company is limited to fifty

Provided that where two or more persons hold one or more shares in

the company jointly they shall for the purpose of this regulation be

treated as a single member;

(c) any invitation to the public to subscribe for any shares or debentures of

the company is prohibited;

(d) the company shall not have power to issue share warrants to bearer.

3. The directors may, in their absolute discretion and without assigning any

reason therefor, decline to register any transfer of any share, whether or not it is a

fully paid share.

4. Subject to the provisions of the Ordinance, a resolution in writing signed by

all the members for the time being entitled to receive notice of and to attend and vote

at 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.

5. The directors may at any time require any person whose name is entered in

the register of members of the company to furnish them with any information,

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supported (if the directors so require) by an affidavit, which they may consider

necessary for the purposes of determining whether or not the company satisfies the

conditions mentioned in article 149(2) of the Ordinance.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 2 Interpretation. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

In this Ordinance, unless the context otherwise requires,

the following expressions have the meaning hereby assigned to

them -

"the court" means the Civil Court, First Hall;

"debenture" includes debenture stock, bonds and other securities

of the company;

"director" includes any person occupying the position of director

by whatever name called;

"Minister" means the Minister responsible for trade and includes,

to the extent of the authority given, any person authorised by the

Minister in that behalf for any purpose of this Ordinance;

"officer", in relation to a company, includes a director, manager

or secretary, but does not include an auditor;

" p r o s p e c t u s " m e a n s a n y p r o s p e c t u s , n o t i c e , c i r c u l a r,

advertisement, or other invitation, offering to the public for

subscription any shares or debentures of a company;

"Registrar" means the Registrar of Partnerships;

"share" includes stock except where a distinction between stock

and shares is expressed or implied.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Second Schedule — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

( Articles 83, 84, 86, 188)

MATTERS TO BE SPECIFIED IN A PROSPECTUS AND REPORTS

TO BE SET OUT THEREIN

PART I

Matters to be specified

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

nature and extent of the interest of the holders in the property and profits of the

company.

2. The number of shares, if any, fixed by the articles as the qualification of a

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

3. The names and addresses of the directors.

4. Particulars as to -

(a) the amount which, in the opinion of the directors, is to be raised by the

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

(i) the purchase price of any property purchased or to be purchased

which is to be defrayed in whole or in part out of the proceeds of

the issue;

(ii) any preliminary expenses payable by the company and any

commission so payable to any person in consideration of his

agreeing to subscribe for, or of his procuring or agreeing to

procure subscriptions for, any shares in the company;

(iii) the repayment of any moneys borrowed by the company in respect

of any of the foregoing matters;

(iv) working capital; and

(b) the amounts to be provided in respect of the matters aforesaid otherwise

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

amounts are to be provided.

5. The time of the opening of the subscription lists.

6. The amount payable on application and allotment on each 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 actually

allotted, and the amount, if any, paid on the shares so allotted.

7. The number, description and amount of any shares in or debentures of the

company which any person has, or is entitled to be given, an option to subscribe for,

together with the following particulars of the option, that is to say

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(a)

the period during which it is exercisable;

(b)

the price to be paid for shares or debentures subscribed for under it;

(c)

the consideration, if any, given or to be given for it or for the right to it;

(d)

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

given or, if given to existing shareholders or debenture holders as such,

the relevant shares or debentures.

8. The number and amount of shares and debentures which within the two

preceding years have been issued, or agreed to be issued, as fully or partly paid up

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

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

issued or are proposed or intended to be issued.

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

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

proceeds of the issue offered for subscription by the prospectus, the following

particulars, that is to say

(a) the names and addresses of the vendors;

(b) 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 separate vendor, or the company is a sub-purchaser, the

amount so payable to each vendor;

(c) short particulars of any transaction relating to the property completed

within the two preceding years in which any vendor of the property to

the company or any person who is, or was at the time of the transaction,

a promoter or a director of the company had any interest direct or

indirect.

Every person shall for the 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 property to be acquired by the company, in any case

where -

(a) the purchase money is not fully paid at the date of the issue of the

prospectus;

(b) 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;

(c) the contract depends for its validity or fulfilment on the result of that

issue.

In this paragraph the expression "vendor" includes a grantor on emphyteusis and a

lessor, the expression "sale" includes an emphyteutical grant and a lease, the

expression "purchase money" includes the consideration for the emphyteutical grant

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

sub-lessee.

10. 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 or agreeing to procure subscriptions, for any

shares in or debentures of the company, or the rate of any such commission.

11. The amount or estimated amount of preliminary expenses and the persons by

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

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

expenses have been paid or are payable.

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

intended to be paid or given to any promoter, and the consideration for the payment

or the giving of the benefit.

13. The names and addresses of the auditors, if any, of the company.

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

nature of every material contract, not being a contract entered into in the ordinary

course of the business carried on or intended to be carried on by the company or a

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

15. If the share capital of the company is divided into different classes of shares,

the right of voting at meetings of the company conferred by, and the rights in respect

of capital and dividends attached to, the several classes of shares respectively.

16. Full particulars of the nature and extent of the interests, if any, of any

director in the promotion of, or in the property proposed to be acquired by, the

company, or where the interest of such a director consists in being a joint owner of a

firm or a partner in a partnership other than a company, the nature and extent of the

interest of the firm or partnership, with a statement of all sums paid or agreed to be

paid to him or to the firm or partnership in cash or shares or otherwise by any person

either to induce him to become, or to qualify him as, a director, or otherwise for

services rendered by him or by the firm or partnership in connection with the

promotion or formation of the company.

17. In the case of a company which has been carrying on business, or of a

business which has been carried on for less than three years, the length of time

during which the business of the company or the business to be acquired, as the case

may be, has been carried on.

PART II

Reports To Be Set Out

18. A report by the auditors of the company with respect to -

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

financial years, or where the company has been carrying on business for

less than five years, in respect of each of such years, immediately

preceding the issue of the prospectus; and

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

accounts of the company were made up; and

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

class of shares in respect of each of the five financial years, or such less

number of years as aforesaid, immediately preceding the issue of the

prospectus, giving particulars 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 years,

and, if no accounts have been made up in respect of any part of the period of five

years or of such shorter period as aforesaid, ending on a date three months before the

issue of the prospectus, containing a statement of that fact.

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19. If the proceeds, or any part of the proceeds, of the issue of the shares or

debentures are or is to be applied, directly or indirectly in the purchase of any

business or in the acquisition by the company of shares in any other company which,

by reason of that acquisition or anything to be done in consequence thereof or in

connection therewith, will become a subsidiary of the company, a report made by

accountants (who shall be named in the prospectus and who are qualified under this

Ordinance for appointment as auditor of a company) upon -

(a) the profits or losses of the business or of that other company in respect

of each of the five financial years, or such shorter period as aforesaid,

immediately preceding the issue of the prospectus; and

(b) the assets and liabilities of the business or of that other company at the

last date to which the accounts of the business or of the company were

made up.

20. Any of the aforesaid reports shall either indicate by way of a note any

adjustments as respects the figures of any profits or losses or assets and liabilities

dealt with by the report which appear to the persons making the report necessary or

shall make those adjustments and indicate that adjustments have been made, and in

either case give the reasons therefor.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 3 Law governing commercial partnerships. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Commercial partnerships shall be governed by this

Ordinance

Provided that where no provision is made in this

Ordinance, the usages of trade or, in the absence of such usages, the

civil law shall apply.

PART II

GENERAL PROVISIONS

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Third Schedule — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Amended by

L.N. 4 of 1963;

( Articles 135, 137)

XI. 1977.2;

L.N. 410 of 2007.

PART I

G ENERAL P ROVISIONS A S T O B ALANCE S HEET A ND P ROFIT A ND L OSS A CCOUNT

Balance Sheet

1. The authorised share capital, issued share capital, liabilities and assets shall

be summarised, with such particulars as are necessary to disclose the general nature

of the assets and liabilities, and there shall be specified -

(a) any part of the issued capital that consists of redeemable preference

shares, and the earliest date on which the company has power to redeem

those shares;

(b) the amount of the share premium account;

(c) particulars of any redeemed debentures which the company has power

to re-issue.

2. There shall be stated under separate headings, so far as they are not written

off-

(a) the preliminary expenses;

(b) any expenses incurred in connection with any issue of share capital or

debentures;

(c) any sums paid by way of commission in respect of any shares or

COMMERCIAL PARTNERSHIPS

debentures;

(d) any sums allowed by way of discount in respect of any debentures; and

(e) the amount of the discount allowed on any issue of shares at a discount.

3. (1) The reserves, provisions, liabilities and fixed and current assets shall be

classified under headings appropriate to the company’s business

Provided that -

(a) where the amount of any class is not material it may be included under

the same heading as some other class; and

(b) where any assets of one class are not separable from assets of another

class, those assets may be included under the same heading.

(2)

Fixed assets shall also be distinguished from current assets.

(3) The method or methods used to arrive at the amount of the fixed assets under

each heading shall be stated.

4. (1) The method of arriving at the amount of any fixed asset shall, subject to

the next following sub-paragraph, be to take the difference between -

(a) its cost or, if it stands in the company’s books at a valuation, the amount

of the valuation; and

(b) the aggregate amount provided or written off since the date of

acquisition or valuation, as the case may be, for depreciation or

diminution in value,

and for the purpose of this paragraph the net amount at which any assets stand in the

company’s book at the commencement of the Ordinance (after deduction of the

amounts previously provided or written off for depreciation or diminution in value)

shall, if the figures relating to the period before the commencement of the Ordinance

cannot be obtained without unreasonable expense or delay, be treated as if it were

the amount of a valuation of those assets made at the commencement of the

Ordinance and, where any of those assets are sold, the said net amount less the

amount of the sales shall be treated as if it were the amount of a valuation so made of

the remaining assets.

(2)

The foregoing sub-paragraph shall not apply -

(a) to assets for which the figures relating to the period beginning with the

commencement of the Ordinance cannot be obtained without

unreasonable expense or delay; or

(b) to assets the replacement of which to provide for wholly or partly -

(i) by making provision for renewals and charging the cost of

replacement against the provision so made; or

(ii) by charging the cost of replacement direct to revenue; or

(c) to any investments of which the market value (or in the case of

investments not having a market value, their value as estimated by the

directors) is shown either as the amount of the investments or by way of

note; or

(d) to goodwill, patents or trade marks.

(3) For the assets under each heading whose amount is arrived at in accordance

with sub-paragraph (1) of this paragraph, there shall be shown -

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(a) the aggregate of the amounts referred to in paragraph (a) of that sub-

paragraph; and

(b) the aggregate of the amounts referred to in paragraph (b) thereof.

(4) As respects the assets under each heading whose amount is not arrived at in

accordance with the said sub-paragraph (1) because their replacement is provided for

as mentioned in sub-paragraph (2) (b) of this paragraph, there shall be stated -

(a) the means by which their replacement is provided for; and

(b) the aggregate amount of the provision (if any) made for renewals and

not used.

5. The aggregate amounts respectively of capital reserves, revenue reserves

and provisions (other than provisions for depreciation, renewals or diminution in

value of assets) shall be stated under separate headings

Provided that this paragraph shall not require a separate statement of any of the

said three amounts which is not material.

6. (1) There shall also be shown (unless it is shown in the profit and loss

account or a statement or report annexed thereto, or the amount involved is not

(a) where the amount of the capital reserves, of the revenue reserves or of

the provisions (other than provisions for depreciation, renewals or

diminution in value of assets) shows an increase as compared with the

amount at the end of the immediately preceding financial year, the

source from which the amount of the increase has been derived; and

(b) where -

(i) the amount of the capital reserves or of the revenue reserves

shows a decrease as compared with the amount at the end of the

immediately preceding financial year; or

(ii) the amount at the end of the immediately preceding financial year

of the provisions (other than provisions for depreciation, renewals

or diminution in value of assets) exceeded the aggregate of the

sum since applied and amounts still retained for the purposes

thereof,

the application of the amounts derived from the difference.

(2) Where the heading showing any of the reserves or provisions aforesaid is

divided into sub-headings this paragraph shall apply to each of the separate amounts

shown in the sub-headings instead of applying to the aggregate amount thereof.

7. (1)

There shall be shown under separate headings

(a) the aggregate amounts respectively of the company’s trade investments,

quoted investments other than trade investments and unquoted

investments other than trade investments;

(b) if the amount of goodwill and of any patents and trade marks or part of

that amount is shown as a separate item in or is otherwise ascertainable

from the books of the company, or from any contract for the sale or

purchase of any property to be acquired by the company, the said

amount so shown or ascertained so far as not written off or, as the case

may be, the said amount so far as it is so shown or ascertained and as so

shown or ascertained as the case may be;

COMMERCIAL PARTNERSHIPS

(c) the aggregate amount of bank loans and overdrafts;

(d) the net aggregate amount (after deduction of income tax) which is

recommended for distribution by way of dividend.

(2) Nothing in head (b) of the foregoing sub-paragraph shall be taken as

requiring the amount of the goodwill, patents and trade marks to be stated otherwise

than as a single item.

8. Where any liability of the company is secured by a privilege or a hypothec

on any assets of the company, the fact that that liability is so secured shall be stated,

but it shall not be necessary to specify the assets on which the liability is secured.

9. (1) The matters referred to in the following sub-paragraphs shall be stated

by way of note, or in a statement or report annexed, if not otherwise shown.

(2) The number, description and amount of any shares which any person has an

option to subscribe for, together with the following particulars of the option, that is

to say -

(a) the period during which it is exercisable;

(b) the price to be paid for shares subscribed for under it.

(3) The amount of any arrears of fixed cumulative dividends on the company’s

shares and the period for which the dividends or, if there is more than one class, each

class of them are in arrear, the amount to be stated before deduction of income tax,

except that, in the case of tax free dividends, the amount shall be shown free of tax

and the fact that it is so shown shall also be stated.

(4) Particulars of any charge on the assets of the company to secure the

liabilities of any other person, including, where practicable, the amount secured.

(5) The general nature of any other contingent liabilities not provided for and,

where practicable, the aggregate amount or estimated amount of those liabilities, if it

is material.

(6) Where practicable the aggregate amount or estimated amount, if it is

material, of contracts for capital expenditure, so far as not provided for.

(7) If in the opinion of the directors any of the current assets have not a value,

on realisation in the ordinary course of the company’s business, at least equal to the

amount at which they are stated, the fact that the directors are of that opinion.

(8) The aggregate market value of the company’s quoted investments, other than

trade investments, where it differs from the amount of the investments as stated, and

the stock exchange value of any investments of which the market value is shown

(whether separately or not) and is taken as being higher than their stock exchange

value.

(9) The basis on which foreign currencies have been converted into euro, where

the amount of the assets or liabilities affected is material.

(10) The basis on which the amount, if any, set aside for Malta income tax is

computed.

(11) Except in the case of the first balance sheet laid before the company after the

commencement of the Ordinance, the corresponding amounts at the end of the

immediately preceding financial year for all items shown in the balance sheet.

COMMERCIAL PARTNERSHIPS

Profit and Loss Account

10. There shall be shown -

(a) the amount charged to revenue by way of provision for depreciation,

renewals or diminution in value of fixed assets;

(b) the amount of the interest on the company’s debentures and other fixed

loans;

(c) the amount of the charge for Malta income tax, including, where

practicable, as Malta income tax, any taxation imposed elsewhere to the

extent of the relief, if any, from Malta income tax;

(d) the amounts respectively provided for redemption of share capital and

for redemption of loans;

(e) the amount, if material, set aside or proposed to be set aside to, or

withdrawn from, reserves;

(f) the amount, if material, set aside to provisions other than provisions for

depreciation, renewals or diminution in value of assets or, as the case

may be, the amount, if material, withdrawn from such provisions and

not applied for the purposes thereof;

(g) the amount of income from investments, distinguishing between trade

and other investments;

(h) the aggregate amount of the dividends paid and proposed.

11. If the remuneration of the auditors is not fixed by the company in general

meeting, the amount thereof shall be shown under a separate heading, and for the

purposes of this paragraph, any sums paid by the company in respect of the auditors’

expenses shall be deemed to be included in the expression "remuneration".

12. (1) The matters referred to in the following sub-paragraphs shall be stated

by way of note, if not otherwise shown.

(2) If depreciation or replacement of fixed assets is provided for by some

method other than a depreciation charge or provision for renewals, or is not provided

for, the method by which it is provided for or the fact that it is not provided for, as

the case may be.

(3)

The basis on which the charge for Malta income tax is computed.

(4) Whether or not the amount stated for dividends paid and proposed is for

dividends subject to deduction of income tax.

(5) Except in respect of the first profit and loss account laid before the company

after the commencement of the Ordinance, the corresponding amounts for the

immediately preceding financial year for all items shown in the profit and loss

account.

(6) Any material respects in which any items shown in the profit and loss

account are affected -

(a) by transaction of a sort not usually undertaken by the company or

otherwise by circumstances of an exceptional or non-recurrent nature;

or

(b) by any change in the basis of accounting.

COMMERCIAL PARTNERSHIPS

PART II

Exceptions For Special Classes Of Company

13. (1) A banking or discount company shall not be subject to the requirements

of Part I of this Schedule other than -

(a) as respects its balance sheet, those of paragraphs 1 and 2, paragraph 3

(so far as it relates to fixed and current assets), paragraph 7 (except sub-

paragraph (i) (c)), paragraph 8, and paragraph 9 (except sub-paragraph

(8)); and

(b) as respects its profit and loss account, those of paragraph 10 (h),

paragraph 11 and sub-paragraphs (1), (4) and (5) of paragraph 12,

but, where in its balance sheet capital reserves, revenue reserves or provisions (other

than provisions for depreciation, renewals or diminution in value of assets) are not

stated separately, any heading stating an amount arrived at after taking into account

such a reserve or provision shall be so framed or marked as to indicate that fact, and

its profit and loss account shall indicate by appropriate words the manner in which

the amount stated for the company’s profit or loss has been arrived at.

(2) The accounts of a banking or discount company shall not be deemed, by

reason only of the fact that they do not comply with any requirements of the said Part

I from which the company is exempt by virtue of this paragraph, not to give the true

and fair view required by the Ordinance.

(3) In this paragraph the expression "banking or discount company" means any

company which satisfies the Minister that it ought to be treated for the purposes of

this Schedule as a banking company or as a discount company.

PART III

Interpretation of Schedule

14. (1) For the purposes of this Schedule, unless the context otherwise

requires -

(a) the expression "provision" shall, subject to sub-paragraph (2) of this

paragraph, mean any amount written off or retained by way of providing

for depreciation, renewals or diminution in value of assets or retained

by way of providing for any known liability of which the amount cannot

be determined with substantial accuracy;

(b) the expression "reserve" shall not, subject as aforesaid, include any

amount written off or retained by way of providing for depreciation,

renewals or diminution in value of assets or retained by way of

providing for any known liability;

(c) the expression "capital reserve" shall not include any amount regarded

as free for distribution through the profit and loss account and the

expression "revenue reserve" shall mean any reserve other than a capital

reserve,

and in this paragraph the expression "liability" shall include all liabilities in respect

of expenditure contracted for and all disputed or contingent liabilities.

COMMERCIAL PARTNERSHIPS

(2)

Where -

(a) any amount written off or retained by way of providing for depreciation,

renewals or diminution in value of assets, not being an amount written

off in relation to fixed assets before the commencement of the

Ordinance; or

(b) any amount retained by way of providing for any known liability,

is in excess of that which in the opinion of the directors is reasonably necessary for

the purpose, the excess shall be treated for the purposes of this Schedule as a reserve

and not as a provision.

15. For the purposes aforesaid, the expression "quoted investment" means an

investment as respects which there has been granted a quotation or permission to

deal on any stock exchange of repute, and the expression "unquoted investment"

shall be construed accordingly.

COMMERCIAL PARTNERSHIPS

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 4 Formation of partnership. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Persons associated for the exercise of one or more acts

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

Ordinance, form a commercial partnership.

(2) A commercial partnership has a legal personality distinct

from that of its members.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Fourth Schedule — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Amended by

XIII. 1983.4.

( Article 144)

Substituted by

L.N. 410 of 2007.

CONTENTS AND FORM OF ANNUAL RETURN

ANNUAL Return of ............................................... Limited, being made up to the

.......................... day of ............................, 20 (being the fourteenth day after the

date of the annual general meeting for the year 20 ).

1. Address

(Address of the registered office of the company)

2. Summary of Share Capital and Debentures

(a)

Nominal Share Capital

Nominal Share Capital €............................................................ divided into

(Insert number and class)

shares of

................................. each

shares of

................................. each

shares of

................................. each

shares of

................................. each

(b)

Issued Share Capital and Debentures

Number

Class

N u m b e r o f s h a r e s o f e a c h c l a s s .......................

...................... shares

taken up to the date of this return .......................

...................... shares

(which number must agree with .......................

...................... shares

the total shown on the list as .......................

...................... shares

held by existing members).

...................... shares

Number of shares of each class

...................... shares

issued subject to payment

...................... shares

wholly in cash.

...................... shares

...................... shares

Number of shares of each class

...................... shares

issued as fully paid up for a

...................... shares

consideration other than cash.

...................... shares

COMMERCIAL PARTNERSHIPS

Number of shares of each class

issued as paid up to the extent of € ........

issued as partly paid up for a

per share .................... ................... shares

consideration other than cash

issued as paid up to the extent of € ........

and extent to which each such

per share .................... ................... shares

share is so paid up.

issued as paid up to the extent of € ........

per share .................... ................... shares

issued as paid up to the extent of € ........

per share .................... ................... shares

Number of shares (if any) of each

Number

Class

class issued at a discount.

...................... shares

...................... shares

...................... shares

...................... shares

Amount of discount on the issue of

shares which has not been

written off at the date of this

€ ......................................

Number

Class

€ ....per share on ....................... ........................ shares

€ ....per share on ....................... ........................ shares

€ ....per share on ....................... ........................ shares

€ ....per share on ........................ ........................ shares

To t a l a m o u n t o f c a l l s r e c e i v e d ,

including payments on application

and allotment and any sums

€ .......................................

received on shares forfeited.

Number

Class

.................................. shares

€ .... on ......................

.................................. shares

.................................. shares

.................................. shares

.................................. shares

.................................. shares

.................................. shares

.................................. shares

COMMERCIAL PARTNERSHIPS

Number

Class

Total amount (if any)

.................................. shares

agreed to be

€ .... on

.................................. shares

considered as

.................................. shares

paid on number

.................................. shares

of shares of each

.................................. shares

class issued as

.................................. shares

partly paid up

.................................. shares

for a

.................................. shares

consideration

.................................. shares

other than cash

Total amount of calls unpaid ......... € ............................

Total amount of the sums (if

any) paid by way of

commission in

respect of any shares or

debentures .......................

€ .........................................

Total amount of the sums (if

any) allowed by way of

discount in respect of any

debentures since the date of

the last return .....................

€ ..........................................

Total number of shares of each

Number

Class

class forfeited.

.................................. shares

.................................. shares

.................................. shares

.................................. shares

Total amount paid (if any) on

shares forfeited. .................

€ .........................................

To t a l a m o u n t o f s h a r e s f o r

which share warrants to

bearer are outstanding.

€ .........................................

Total amount of share warrants

Issued

€ ....................

to bearer issued and

Surrendered

€ ....................

surrendered respectively

since the date of the last

return.

COMMERCIAL PARTNERSHIPS

Number of shares comprised in

each share warrant to

bearer, specifying i n the

case of warrants of different

kinds, particulars of each

kind.

3. List of Past and Present Members

List of persons holding shares or stock in the company on the fourteenth day after

the annual general meeting for 20 , and of persons who have held shares or stock

therein at any time since the date of the last return, or in the case of the first return,

of the registration of the company.

Folio in

register ledger

containing

Names and

particulars

addresses

Account of Shares

Remarks

Number of

Particulars of shares

shares held transferred since the date

by existing

of last return, or, in the

members at case of the first return, of

date of

the registration of the

return*§

company by (a) persons

who are still members

and (b) persons who have

ceased to be members**

Number

Date of

§

registration

or transfer

(a)

(b)

*The aggregate number of shares held by each member must be stated, and the

aggregates must be added up so as to agree with the number of the shares stated in

the Summary of Shares Capital and Debentures to have been taken up.

§When the shares are of different classes these columns should be sub-divided so

that the number of each class held, or transferred, may be shown separately. Where

any shares have been converted into stock the amount of stock held by each

member must be shown.

**The date of registration of each transfer should be given as well as the number

of shares transferred on each date. The particulars should be placed opposite the

name of the transferor and not opposite that of the transferee, but the name of the

transferee may be inserted in the "Remarks" column immediately opposite the

particulars of each transfer.

COMMERCIAL PARTNERSHIPS

4. Particulars of Directors

Particulars of the persons who are directors of the company at the date of this return.

Name (In the case

Nationality

Usual residential

Business

address (In the case

occupation and

of an individual,

of a body

particulars of other

name or names and

corporate, the

directorships

surname. In the

registered or

case of a body

principal office)

corporate, the

corporate name)

Signed .................................. Director

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 5 Different kinds of partnerships. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

A commercial partnership may be either -

(a) a partnership en nom collectif; or

COMMERCIAL PARTNERSHIPS

(b) a partnership en commandite; or

(c) a partnership anonyme or limited liability company.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 6 Indication of particulars concerning partnerships in business letters, etc. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) In all business letters, trade catalogues and trade

circulars issued or sent by a partnership, there shall be stated in

legible characters the name and the registered office of the

partnership and there shall be similarly stated, in respect of a

partnership en non collectif or of a partnership en commandite, the

names or initials and the surnames of the persons having the

representation thereof, and, in respect of a limited liability

company, the names or initials and the surnames of the individual

directors and, in the case of a director being a body corporate, the

name of the body corporate.

(2) Where a partnership is being wound up, every business

letter, invoice or other document issued by or on behalf of the

partnership or a liquidator thereof, being a document on or in which

the name of the partnership appears, shall contain a statement that

the partnership is being wound up.

(3) If a partnership fails to comply with any of the

requirements of this article, every person having the administration

or the representation of the partnership and, in respect of a limited

liability company every officer of the company, and where a

partnership is being wound up, every liquidator, who is in default

shall be liable to a penalty not exceeding one hundred and sixteen

euro and forty-seven cents (116.47).

PART III

PARTNERSHIP EN NOM COLLECTIF

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 7 Definition. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

A partnership en nom collectif 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 property of the partnership has first been

discussed.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 8 Agreement to pay share of profits. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

An agreement to pay a share of the profits of a partnership

to a person in total or partial remuneration for his services shall

not, of itself, make him a partner.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 9 Partnership-name. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

The names of partners only may form part of a partnership-

name

Provided that the name of a person who has ceased to be a

partner may be retained in a partnership-name.

COMMERCIAL PARTNERSHIPS

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 10 Penalties for use of partnership- name including name of fictitious person, etc. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Subject to the provisions of article 9 -

(a) any person who knowingly makes use of a partnership-

name which includes the name of a person who is not

partner or the name of a fictitous person or knowingly

makes use of a name falsely implying the existence of

a partnership, shall be liable to a penalty not exceeding

one thousand and one hundred and sixty-four euro and

sixty-nine cents (1,164.69);

(b) whosoever permits or suffers his name to be used in

the name of a partnership of which he does not form

part, shall, for such fact alone, be held liable

unlimitedly and jointly and severally with the partners

for all the obligations contracted by the partnership

under that name.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 11 Contributions deemed to be made in ownership. proved: — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Things contributed to the partnership shall be deemed to

have been transferred in full ownership, unless the contrary is

Provided that, where any of the partners has contributed his

own services only, the contributions made by the other partners

shall be deemed to have been made in usufruct.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 12 Contribution of a debt owing to a partner. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Where a partner has contributed to the partnership a debt

owing to him, he shall not be discharged until the partnership

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.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 13 Valuation of contribution. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Where the value of a thing contributed to the partnership

has not been otherwise determined, the current value thereof at the

date at which its delivery is due shall be deemed to be the true

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 14 How partnership is constituted. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

A partnership en nom collectif shall not be validly

constituted unless a deed of partnership is entered into and a

certificate of registration is issued under this Ordinance in respect

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 15 Contents of deed of partnership. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

The deed of partnership must state

(a) the name, surname 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, that is to say, whether

the objects are trade in general or a particular branch

of trade, and, in the latter case, the nature of the trade;

(e) the contribution of each of the partners;

(f) the period fixed for the duration of the partnership.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 16 Registration of deeds of partnership. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) The deed of partnership shall be delivered for

registration and publication to the Registrar who, being satisfied

COMMERCIAL PARTNERSHIPS

that it complies with the requirements of article 15 and of sub-

article (2), shall register it.

(2) Where the deed of partnership is a public deed or a private

writing enrolled in the records of a notary public, an authentic copy

thereof shall be delivered in lieu of the original.

(3) The aforesaid delivery shall be made by any one of the

partners or his authorised agent.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 17 Duty of Registrar and effect of registration. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

On the registration of the deed of partnership the Registrar

shall certify under his hand that the partnership is registered and

the partnership shall come into existence and shall be capable of

commencing business under the partnership-name as from the date

of the certificate

Provided that, if registration is obtained before the date

fixed in the deed of partnership for the commencement of the

partnership, the certificate shall indicate such date, and the

partnership shall come into existence and shall be capable of

commencing business as from such later date.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 18 Where certificate of registration is not issued. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Unless and until a certificate of registration is issued under

this Ordinance in respect of a partnership en nom collectif or until

the date indicated in a certificate of registration as the date on

which a partnership en nom collectif shall come into existence -

(a) any two or more persons carrying on business under a

name falsely implying the existence of a partnership

shall have, as against one another and limitedly to

property acquired from such business, such rights only

as are by law conferred on joint owners;

(b) any obligation contracted in favour of third parties in

good faith under a name falsely implying the existence

of a partnership shall be jointly and severally binding

on those persons who, if a certificate as aforesaid had

been issued, would have been partners carrying on

business under that name.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 19 Changes in deed of partnership. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Every change relating to the administration or the

representation of a partnership, the dissolution of a partnership

before the period fixed for its duration, any enlargement of the said

period not expressly contemplated in the deed of partnership and

generally any alteration or addition to the deed of partnership shall

be made in writing and, subject to the provisions of article 21, shall

not take effect unless and until the relative instrument or, where

such instrument is a public deed or a private writing enrolled in the

records of a notary public, an authentic copy thereof is delivered to

the Registrar for registration and publication and is registered by

him.

(2) 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 shall, within one month,

be delivered to the Registrar for registration and publication by the

COMMERCIAL PARTNERSHIPS

partner or partners having the administration or the representation

of the partnership.

(3) If default is made in complying with any of the provisions

of sub-article (2), the partner or partners having the administration

or the representation of the partnership shall be liable to a penalty

not exceeding four euro and sixty-six cents (4.66) for every day

during which the default continues.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 20 Where alteration consists in change of partnership- name. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Where the alteration to the deed of partnership consists in a

change of the partnership-name, the Registrar shall enter the new

name on the register in place of the former name and shall issue a

certificate of registration altered to meet the circumstances of the

case.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 21 Reductions in contribution of a partner and dissolution of a partnership before period fixed for its duration. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Any reduction in the contribution of a partner, other

than a contribution consisting in personal services, and the

dissolution of the partnership before the period fixed for its

duration shall not be operative until three months from the date of

publication of the statement referred to in article 192(1)(d) relating

to the instrument effecting such reduction or dissolution.

(2) Any creditor of the partnership whose debt existed prior to

the registration of the reduction or of the dissolution may object

thereto, by writ of summons, within the period of three months as

aforesaid and, if he 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, as the case

may be, on sufficient security being given by the partnership.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 22 Right of creditors of a partner to oppose enlargement of duration of a partnership. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Where the duration of a partnership is enlarged beyond the

periods contemplated in the deed of partnership, the separate

creditor of a partner may object to such enlargement by writ of

summons filed within three months from the date of the publication

of the statement referred to in article 192(1)(d) relating to the

instrument effecting such enlargement and, upon good cause being

shown, the court shall direct the partnership to liquidate such

partner’s interest in the partnership within three months of the

judgment.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 23 Duties of Registrar of Courts. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

The Registrar of Courts shall, without delay, cause a copy

of any writ of summons filed under articles 21 and 22 and of any

judgment given thereon to be served on the Registrar for

registration and publication.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 24 How deed of partnership may be altered. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Unless otherwise provided in the deed of partnership, any

alteration or addition thereto may only be made with the unanimous

consent of the partners.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 25 Administration and representation of a partnership. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

In so far as the deed of partnership does not otherwise

provide, the administration and representation of the partnership

shall vest in each of the partners severally.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 26 How partnership may be bound. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) A partnership may not be bound in favour of third

parties except by a partner acting under the partnership-name and

having the representation of the partnership either by virtue of the

deed of partnership or by operation of law.

COMMERCIAL PARTNERSHIPS

(2) Where any such partner has acted as aforesaid, the

partnership shall be bound even though it derives no benefit.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 27 New partners. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Where a person becomes a partner of an already

existing partnership, he shall thereby become liable for all the

obligations of the partnership, even if incurred before the date at

which he became a partner.

(2) Any agreement to the contrary shall be of no effect in

regard to third parties.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 28 Distribution of profits. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

A partnership shall not distribute profits until it has made

good all losses.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 29 How rights of creditors of a partner are enforceable. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

The separate creditors of a partner 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.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 30 A partner may not compete with partnership. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) A partner shall not, in competition with the partnership

and without the express consent of the other partners, carry on

business on his own account or on account of others or be a partner

with unlimited liability in another partnership.

(2) If a partner acts in contravention of the provisions of sub-

article (1), the partnership may, at its option, 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 sub-article (2) shall

be barred by the lapse of one year from the date of the

contravention.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 31 Death of a partner. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Saving any provision to the contrary in the deed of

partnership, in the event of death of one of the partners the

surviving partners shall liquidate the deceased 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 latter case, such heirs

accept.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 32 Expulsion of a partner. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) A partner may be expelled from the partnership by a

decision of the majority of the other partners -

(a) if he is unable to make his contribution or fails to

make it within a reasonable time after being called

upon to do so;

(b) if he commits a serious breach of duty as a partner;

(c) if he contravenes the provisions of article 30(1);

(d) if he is interdicted or incapacitated;

(e) in such other cases for which provision is made in the

deed of partnership.

(2) Any decision taken as aforesaid shall be communicated in

writing to the expelled partner and shall not take effect until the

COMMERCIAL PARTNERSHIPS

lapse of fifteen days from the receipt of such communication.

(3) The expelled partner may, by writ of summons filed within

fifteen days from the receipt of the aforesaid communication,

object to the decision and the court shall have power to stay 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 at the suit

of the other partner.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 33 Cessation of membership. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

A partner shall cease to be a partner if -

(a) he is adjudged bankrupt;

(b) his interest in the partnership has been liquidated

under the provisions of article 22.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 34 Rights of persons ceasing to be partners. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) A partner who has been expelled or has otherwise

ceased to be a partner shall be entitled to have his interest in the

partnership liquidated.

(2) There shall be included in the liquidation of the interest of a

partner who has been expelled or who has otherwise ceased to be a

partner any profit or loss deriving from business in course of

transaction.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 35 Dissolution of partnerships en nom collectif. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

A partnership en nom collectif is dissolved -

(a) when the period fixed for its duration expires;

(b) if the undertaking forming its object is completed or

cannot be completed;

(c) if all the partners so agree;

(d) if the partnership is adjudged bankrupt;

(e) if the number of partners is reduced below two and

remains so reduced for more than six months;

(f) if, in the opinion of the court, there exist grounds of

sufficient gravity to warrant dissolution;

(g) in such other cases for which provision is made in the

deed of partnership.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 36 Notice of dissolution. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

On the dissolution of a partnership, and in no case later

than fifteen days after such dissolution, the partners having the

administration or the representation thereof shall deliver to the

Registrar for registration and publication a notice of the

dissolution

Provided that, where a partnership is dissolved by order of

the court, notice of the dissolution shall be given as aforesaid by

the Registrar of Courts.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 37 How a partnership en nom collectif may be wound up. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Where the manner in which the partnership is to be

wound up is not provided for in the deed of partnership or is not

determined by agreement between the partners, the partnership

shall be wound up by one or more liquidators.

(2)

If the partners do not agree as to the person who is to be

COMMERCIAL PARTNERSHIPS

appointed liquidator, the appointment shall be made by the court.

(3) The liquidator shall, within ten days after his appointment,

deliver to the Registrar for registration and publication a notice of

his appointment.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 38 Power to remove liquidator. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

A liquidator, whether appointed by the partners or by the

court, may be removed from office either by the partners, if they so

agree, or by order of the court, on a demand by writ of summons

made by any of the partners, if the court is satisfied that there exist

sufficient grounds to warrant his removal.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 39 Remuneration of liquidator. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

The remuneration of the liquidator may be fixed by

agreement between the partners and the liquidator, failing which it

shall be fixed by the court.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 40 Costs of winding up payable in priority to other claims. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

All costs, charges and expenses properly incurred in the

winding up, including the remuneration of the liquidator, shall be

payable out of the assets of the partnership in priority to all other

claims.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 41 Penalty. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

If default is made in complying with any of the

requirements of article 36 and of article 37(3), every partner or

liquidator, as the case may be, who is in default, shall be liable to a

penalty not exceeding four euro and sixty-six cents (4.66) for every

day during which the default continues.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 42 Powers until provision is made for winding up. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Until such time as provision is made for the winding up of

the partnership, such acts only as are of ordinary administration

may be performed.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 43 Duties of partners vested with administration. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Where a liquidator is appointed, the partners vested with

the administration of the partnership shall -

(a) deliver to the liquidator all the assets and all the books

and other documents of the partnership and shall draw

up accounts relating to their administration for the

period since the preceding accounts; and

(b) together with the liquidator, draw up a balance sheet

showing the state of affairs of the partnership as at the

date of the dissolution.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 44 Powers of liquidators. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) The liquidator shall represent the partnership and shall

have power to perform all acts conducive and ancillary to the

winding up of the affairs of the partnership

Provided that he shall not refer any matter to arbitration or

make any compromise unless so authorised in writing by the

partners.

(2)

The liquidator shall not undertake any new transaction.

(3) Where more than one liquidator is appointed, they shall act

jointly and shall be jointly and severally liable for their acts, unless

the partners have otherwise provided.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 45 Liquidator not to distribute assets before paying debts. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) The liquidator shall not distribute any assets of the

partnership among the partners unless either the debts and

liabilities of the partnership have been paid or sufficient funds have

COMMERCIAL PARTNERSHIPS

been set aside for the payment thereof.

(2) Where the assets of the partnership are insufficient to meet

its liabilities, the liquidator may demand from the partners payment

of the contribution, if any, due by them, irrespective of the date

when it falls due, and, if necessary, the sums required for the

payment of the aforesaid liabilities in the proportion in which the

liabilities of the partnership are to be borne by the partners.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 46 Duty of liquidator to give information, to render account and prepare scheme of distribution. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) The liquidator shall, at the request of any of the

partners, inform the partners as to the state and progress of the

liquidation.

(2) As soon as the affairs of the partnership are wound up, the

liquidator shall render an account of the winding up and of his

receipts and payments and draw up a scheme of distribution.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 47 Rules applicable to distribution of assets. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

In the distribution of the assets of a partnership the

following provisions shall apply in so far as no provision in that

behalf is made in the deed of partnership, that is to 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 attributable to any of the partners, saving the

right of the partnership to the reimbursement of any

sums so paid against the partner who is at fault;

(b) the assets of the partnership shall first be applied in

repayment of the contributions and any balance shall

be distributed among the partners in proportion to their

share in the profits of the partnership;

(c) where it has been agreed that the distribution of the

assets shall be made in kind, the provisions governing

partition of common property shall apply.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 48 Approval of accounts and scheme of distribution. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) The liquidator shall by judicial act serve on each of the

partners a copy of the accounts and of the scheme of distribution

mentioned in article 46(2).

(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

two months of the service of the judicial act referred to in sub-

article (1).

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 49 Striking of name of partnership off Register. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

On the approval of the accounts, the liquidator shall deliver

to the Registrar for registration a notice of such approval and the

Registrar shall thereupon strike the name of the partnership off the

register.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 50 Preservation of books of account, etc., after dissolution. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

The books of account and the documents of the partnership

shall be kept by the person elected for that purpose by the majority

of the partners and shall be so kept for a period of ten years from

the date at which the name of the partnership was struck off the

register.

COMMERCIAL PARTNERSHIPS

PART IV

PARTNERSHIP EN COMMANDITE

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 51 Definition. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

A partnership en commandite operates under a partnership-

name and has its obligations guaranteed by the unlimited and joint

and several liability of one or more partners, called general

partners, and by the liability, limited to the amount, if any, unpaid

on the contribution, of one or more partners, called limited

partners.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 52 Applicability of provisions governing partnerships en nom collectif. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

The provisions governing partnerships en nom collectif

shall apply to partnerships en commandite except in so far as they

are inconsistent with the provisions of this Part.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 53 Partnership-name. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) The name of a limited partner may not be included in

the partnership-name of a partnership en commandite.

(2) If a limited partner permits or suffers his name to be

included in a partnership-name, he shall be bound, in regard to

third parties, unlimitedly and jointly and severally with the general

partners for all the obligations of the partnership.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 54 Contribution of limited partner not to include personal services. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

The contribution of a limited partner may not include

personal services.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 55 Contents of deed of partnership. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

The deed of partnership, in addition to the particulars

prescribed by article 15, shall specify which of the partners are

general partners and which of them are limited partners, and in

default the partnership shall resolve itself into a partnership en nom

collectif.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 56 Rights of general partners. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

The general partners shall have all the rights and all the

duties of partners in a partnership en nom collectif.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 57 Administration and representation. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

The administration and representation of the partnership

may only be entrusted to one or more general partners.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 58 Appointment of partners to administer and represent partnership. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Unless otherwise provided in the deed of partnership, the

general partners shall have the right to appoint the partners who are

to administer and represent the partnership and to dismiss from

office the partners so appointed.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 59 Limited partner cannot take part in management of partnerships. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) A limited partner shall not perform any act of

administration nor transact business on behalf of the partnership

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

prohibition, he shall be bound, in regard to third parties,

unlimitedly and jointly and severally with the general partners for

all the obligations of the partnership and shall moreover be liable to

be expelled from the partnership in accordance with the provisions

of article 32.

COMMERCIAL PARTNERSHIPS

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 60 Communication of yearly accounts to limited partners. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

At the end of each financial year the balance sheet and

profit and loss account of the partnership shall be communicated to

the limited partners, who, for the purpose of ascertaining their

correctness, shall have a right of access to the books of account and

other documents of the partnership.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 61 Article 30 not to apply to limited partners. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

The provisions of article 30 shall not apply to a limited

partner.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 62 Limited partner not bound to restore profits received in good faith. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

A limited partner shall in no case be bound to restore

profits received in good faith.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 63 Assignment of interest by limited partner. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Unless the deed of partnership otherwise provides, a

limited partner may assign his interest in the partnership

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, in regard to the partnership, unless it is made with

the consent of all the general partners.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 64 Death of limited partner. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Unless the deed of partnership otherwise provides, in the

event of death of a limited partner, the partnership shall continue

with his heirs.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 65 Dissolution of partnership en commandite. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) A partnership en commandite, besides being

determinable for any of the causes mentioned in article 35, 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 of their number for

the performance of acts of ordinary administration.

(3) A limited partner appointed as aforesaid shall not be subject

to the provisions of article 59(2).

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 66 Division of capital into shares. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Without prejudice to the foregoing provisions of this

Part, the capital of a partnership en commandite may be divided

into shares.

(2) The provisions relating to shares in a limited liability

company shall apply to the shares in a partnership en commandite

in so far as they are not inconsistent with the foregoing provisions.

PART V

PARTNERSHIP ANONYME OR LIMITED LIABILITY

COMPANY

Formation of Company and Matters Incidental thereto

COMMERCIAL PARTNERSHIPS

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 67 Definition. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

A partnership anonyme or limited liability company

(hereinafter referred to as a "company") is formed by means of a

capital divided into shares and has the liability of its members

limited to the amount, if any, unpaid on the shares respectively held

by them.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 68 How company is constituted. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

A company shall not be validly constituted unless a

memorandum of association is entered into and a certificate of

registration is issued under this Ordinance in respect thereof.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 69 Contents of memorandum. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

The memorandum of every company must state

(a) the name, surname and residence of each of the

subscribers thereto;

(b) the name of the company;

(c) the registered office in Malta of the company;

(d) the objects of the company;

(e) the amount of share capital with which the company

proposes to be registered, the division thereof into

shares of a fixed amount, the number of shares taken

by each of the subscribers and the amount paid up in

respect of each share;

(f) the number of the directors and the name and surname

of the first director or directors, and in the case of any

such director being a body corporate, the name of the

body corporate.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 70 Name of company. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Subject to the provisions of this article, a company

may be designated by any name, but such name shall have "limited"

as the last word.

(2)

A company shall not be registered by a name which

(a) is the same as a name of another registered company 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 for registration for another company

upon a notice in writing to the Registrar given not

earlier than three months before the date of the second

request

Provided that the Registrar shall notify any refusal under

this article without delay to the person requesting the registration.

(3) A company shall not be registered by a name which

includes the word "nominee" unless it is a company qualified to be

registered as a nominee company under the Malta Financial

Services Authority Act.

(4) A person or persons trading or carrying on business or other

activity

(a) under a name or title of which "limited" or a

contraction or imitation thereof is the last word and

COMMERCIAL PARTNERSHIPS

which is not the name of a company duly registered

under this Ordinance; or

(b) under a name or title which contains the word

"nominee", or a contraction or imitation thereof, and

which is not the name of a company in possession of a

warrant, currently in force, issued under the Malta

Financial Services Authority Act, or the Trusts and

Trustees Act, authorising such company to act as a

nominee company for the purpose of those Acts,

shall be liable on conviction to a penalty of not less than two

hundred and thirty-two euro and ninety-four cents (232.94) and not

more than one thousand and one hundred and sixty-four euro and

sixty-nine cents (1,164.69) and to a further penalty not exceeding

twenty-three euro and twenty-nine cents (23.29) for any day during

which the offence continues.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 71 Objects of company. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

The objects of a company shall be clearly defined and may

not be trade in general.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 72 Minimum share capital. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) The share capital of a company shall not be less than

one thousand and one hundred and sixty-four euro and sixty-nine

cents (1,164.69).

(2) Where the share capital is one thousand and one hundred

and sixty-four euro and sixty-nine cents (1,164.69), it shall be fully

subscribed in the memorandum, and where it exceeds such amount,

a minimum of one thousand and one hundred and sixty-four euro

and sixty-nine cents (1,164.69) shall be subscribed in the

memorandum.

(3) Not less than twenty per cent of the nominal amount of each

share taken shall be paid up on the signing of the memorandum.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 73 Articles of association. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) There may be registered with the memorandum articles

of association signed by the subscribers to the memorandum and

prescribing regulations for the company.

(2) If articles are not registered, or, if articles are registered, in

so far as the articles do not exclude or modify the regulations

contained in the First Schedule hereto, these regulations shall be

the regulations of the company in the same manner and to the same

extent as if they were contained in duly registered articles.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 74 Registration of memorandum and articles. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) The memorandum and articles, if any, shall be

delivered for registration and publication to the Registrar who,

being satisfied that all the requirements of articles 68 to 73 and of

article 122(1) have been complied with, shall register 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

the original.

(3) The aforesaid delivery shall be made by any one of the

subscribers to the memorandum or his authorised agent.

COMMERCIAL PARTNERSHIPS

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 75 Duty of Registrar and effects of registration. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

On the registration of the memorandum and articles, if any,

of a company the Registrar shall certify under his hand that the

company is registered, and the company shall come into existence

and shall be capable of commencing business as from the date of

the certificate

Provided that if registration is obtained before the date

fixed in the memorandum for the commencement of the company,

the certificate shall indicate such date and the company shall come

into existence and shall be capable of commencing business as

from such later date.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 76 Where certificate of registration is not issued. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

All persons carrying on business in the name of a company

in respect of which a certificate of registration has not been issued

under this Ordinance or before the date indicated in a certificate of

registration as the date on which a company shall come into

existence shall be personally and jointly and severally liable for

their dealings with third parties acting in good faith and shall have,

as against one another and limitedly to property acquired from such

business, such rights only as are by law conferred on joint owners.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 77 Alterations and additions to memorandum and articles. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) A company may by extraordinary resolution alter or

add to its memorandum and articles

Provided that -

(i)

where the alteration consists in a change of the

registered office in Malta of the company such

alteration may be effected by a resolution of the

directors; and

(ii)

where the alteration consists in the conversion of

any shares into stock or in the reconversion of

that stock into shares, such alteration may only

be made if the shares to be converted are paid up

shares and if the stock is reconverted into paid

up shares, but, if the company is so authorised

by its memorandum or articles, it may by

ordinary resolution convert any paid up shares

into stock and reconvert that stock into paid up

shares of any denomination.

(2) It shall be the duty of the directors to deliver to the

Registrar for registration and publication a copy of any resolution

as aforesaid, authenticated in accordance with article 81, within

fifteen days after the date of the resolution.

(3) Any alteration or addition to the memorandum or articles of

a company shall not take effect, unless and until it is registered as

provided in sub-article (2).

(4) If default is made in complying with the provisions of sub-

article (2), every director of the company who is in default shall be

liable to a penalty not exceeding four euro and sixty-six cents

(4.66) for every day during which the default continues.

COMMERCIAL PARTNERSHIPS

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 78 Reduction of share capital. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Notwithstanding the provisions of the last foregoing

article, where the alteration consists in a reduction of the share

capital and such reduction involves either diminution of liability in

respect of unpaid share capital or the payment to any member of

any paid up share capital, any such reduction shall not take effect

until three months from the date of the publication of the statement

referred to in article 192(1)(d) relating to the resolution effecting

such alteration

Provided that if a creditor of the company whose debt

existed prior to the registration of the reduction objects thereto by

writ of summons filed within the period of three months reckoned

as aforesaid and shows good cause why it should not take effect,

the court shall either uphold the objection or allow the reduction on

sufficient security being given.

(2) The Registrar of Courts shall without delay cause a copy of

any writ of summons filed under sub-article (1) and of any

judgment given thereon to be served on the Registrar for

registration and publication.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 79 Change of name of company. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Where a company changes its name under the provisions of

article 77 the Registrar shall enter the new name on the register in

place of the former name and shall issue a certificate of registration

altered to meet the circumstances of the case.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 80 — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Notwithstanding anything in the memorandum or articles

of a company, no member shall be bound by any alteration made in

the memorandum or articles after the date on which he became a

member if and so far as the alteration requires him to subscribe for

more shares than the number held by him at the date on which the

alteration is made, or in any way increases his liability as at that

date to contribute to the share capital of, or otherwise pay money

to, the company

Provided that this article shall not apply in any case where the

member agrees in writing, either before or after the alteration is

made, to be bound thereby.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 81 Authentication of documents. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

A document or proceeding requiring authentication by a

company may be signed by a director, secretary or other authorised

officer of the company.

Share Capital and Debentures

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 82 Issue of applications for shares in or debentures of a company to be made with a prospectus. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) It shall not be lawful to issue any form of application

for shares in or debentures of a company unless the company is

registered and the form is issued with a prospectus which complies

with the requirements of the next following article

Provided that this article shall not apply to a form of

application issued either -

(a) in connection with a bona fide invitation to a person to

enter into an underwriting agreement with respect to

the shares or debentures; or

(b) in relation to shares or debentures which are not

offered to the public.

COMMERCIAL PARTNERSHIPS

(2) The issue of a prospectus or of a form of application for

shares in or debentures of a company to existing members or

debenture holders of the company shall not be deemed to be an

offer to the public, whether an applicant will or will not have the

right to renounce in favour of other persons.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 83 Dating of prospectus and matters to be stated therein. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Every prospectus shall be dated and shall state the

matters specified in Part I of the Second Schedule hereto and set

out the reports specified in Part II of that Schedule.

(2) A condition requiring or binding an applicant for shares or

debentures to waive compliance with any requirement of this

article or purporting to effect him with notice of any contract,

document or matter not specifically referred to in the prospectus

shall be void.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 84 Penalty. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Any person responsible for the issue, circulation or

distribution of a prospectus or for the issue of a form of application

for shares or debentures, in contravention of any of the provisions

of article 82 or of article 83(1) shall be liable to a penalty not

exceeding one thousand and one hundred and sixty-four euro and

sixty-nine cents (1,164.69)

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 not cognizant thereof; or

(b) he proves that the contravention arose from an honest

mistake of fact on his part; or

(c) the contravention was in respect of matters which, in

the opinion of the court, were immaterial or otherwise

such as ought, having regard to all the circumstances

of the case, reasonably to be excused

Provided further that in the event of failure to include in a

prospectus a statement with respect to matters specified in

paragraph 16 of the Second Schedule hereto, no director or other

person shall incur any liability in respect of the failure unless it be

proved that he had knowledge of the matters not disclosed.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 85 Prospectus including a statement by experts. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) A prospectus including a statement purporting to be

made by an expert shall not be issued unless -

(a) the expert has given and has not, before delivery of a

copy of the prospectus for registration, withdrawn his

written consent to the issue thereof; and

(b) a statement that he has given and has not withdrawn

his consent as aforesaid appears in the prospectus.

(2) If any prospectus is issued in contravention of the

provisions of this article, every person who is knowingly a party to

the issue thereof shall be liable to a penalty not exceeding one

thousand and one hundred and sixty-four euro and sixty-nine cents

(1,164.69).

(3)

In this article the expression "expert" includes engineer,

COMMERCIAL PARTNERSHIPS

valuer, accountant and any other person whose profession gives

authority to a statement made by him.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 86 Registration of prospectus. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) No prospectus shall be issued unless, on or before the

date of its publication, 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 company, or by his agent authorised in

writing, and having endorsed thereon or attached thereto -

(a) any consent to the issue of the prospectus required by

the last preceding article from any person as an expert;

and

(b) a copy of any contract required by paragraph 14 of the

Second Schedule hereto to be stated in a prospectus or,

in the case of a contract not reduced in writing, a

memorandum giving full particulars thereof.

(2) If a prospectus is issued in contravention of this article,

every person who is knowingly a party to the issue of the

prospectus shall be liable to a penalty not exceeding eleven euro

and sixty-five cents (11.65) for every day from the date of the issue

of the prospectus until a copy thereof is delivered as aforesaid with

the required documents endorsed thereon or attached thereto.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 87 Restriction on alteration of terms mentioned in prospectus. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

The terms of a contract referred to in the prospectus shall

not, previously to the statutory meeting, be varied except subject to

the approval of the said meeting.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 88 Civil liability for mis-statements in prospectus. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) The persons who are responsible for or who have

authorised the issue of a prospectus shall be jointly and severally

liable for any damage sustained by a person subscribing for shares

or debentures on the faith of that prospectus, by reason of any

untrue statement included therein

Provided that a person who has given the consent required

by article 85 shall 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 article if -

(a) he proves that he had reasonable 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) on becoming aware of the untrue statement before any

allotment is made under the prospectus, he gave

reasonable public notice of the untruthfulness of the

statement.

COMMERCIAL PARTNERSHIPS

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 89 Document containing offer of shares or debentures for sale to be deemed prospectus. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Where a company allots or agrees to allot any shares in

or 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 shall 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 allotment or agreement to allot; or

(b) that at the date when the offer was made the whole

consideration to be received by the company in respect

of the shares or debentures had not been so received.

(3)

Article 86 as applied by this article shall have effect -

(a) as if it further required a prospectus to have attached

thereto a copy of any contract under which the said

shares or debentures have been or are to be allotted or,

in the case of a contract not reduced in writing, a

memorandum giving full particulars thereof; and

(b) as though the persons making the offer were persons

named in the prospectus as directors of a company.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 90 Interpretation of provisions relating to prospectus. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

For the purposes of the foregoing provisions -

(a) a statement included 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 document

appearing on the face thereof or by reference

incorporated therein or issued therewith.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 91 No allotment of share capital unless seventy-five per cent subscribed. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) No allotment shall be made of any share capital of a

company offered to the public for subscription unless seventy-five

per cent of the share capital so offered has been subscribed.

(2) Not less than ten per cent of the nominal amount of each

share taken shall be paid up on allotment.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 92 No allotment after lapse of three months from issue of prospectus. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

No allotment shall be made of shares in or debentures of a

company in pursuance of a prospectus after the lapse of three

months from the issue of the prospectus.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 93 Time of the opening of the subscription lists. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) No allotment shall be made of any shares in or

debentures of a company in pursuance of a prospectus and no

proceedings shall be taken on applications made in pursuance of a

prospectus until at least the beginning of the third working day or

such later time (if any) as may be specified in the prospectus, after

the publication in a daily newspaper of a notice stating that a

prospectus has been issued.

(2)

The beginning of the said third working day or such later

COMMERCIAL PARTNERSHIPS

time as aforesaid is hereafter in this Ordinance referred to as "the

time of the opening of the subscription lists".

(3) In the application of this article to a prospectus offering

shares or debentures for sale the foregoing sub-articles shall have

effect with the substitution of references to sale for references to

allotment.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 94 Revocability of applications for shares or debentures. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

An application for shares in or debentures of a company

which is made in pursuance of a prospectus shall not be revocable

until after the expiration of the third working day after the time of

the opening of the subscription lists, or the giving, before the

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

responsible under article 88 for the prospectus, of a public notice

having the effect under that article of excluding the responsibility

of the person giving it.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 95 Return as to allotments. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Whenever a company makes any allotment of its

shares, the company shall, within one month thereafter, deliver to

the Registrar for registration -

(a) a return of the allotments, stating the names and

addresses of the allottees and the amount paid on each

share; and

(b) in the case of shares allotted as fully or partly paid up

otherwise than in cash, a contract in writing or a

document containing the particulars of the contract,

constituting the title of the allottee to the allotment,

together with any contract of sale, or for services or

other consideration in respect of which the allotment

was made, and a return stating the number and nominal

amount of shares so allotted, the extent to which they

are to be treated as paid up, and the consideration for

which they have been allotted; and

(c) where applicable, a declaration that the requirements

of article 91 have been complied with.

(2) If default is made in complying with this article, every

officer of the company who is in default shall be liable to a penalty

not exceeding four euro and sixty-six cents (4.66) for every day

during which the default continues.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 96 Company may not hold its own shares. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) It shall not be lawful for a company to hold any of its

own shares.

(2) Where under any provision contained in the memorandum

or articles of a company any share is forfeited to the company, any

such share shall, until disposed of or until the forfeiture is

cancelled, carry no voting rights.

COMMERCIAL PARTNERSHIPS

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 97 — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) It shall not be lawful for a company -

(a) to hold shares in a company which is its holding

company; or

(b) to give, whether directly or indirectly, and whether by

means of a loan, guarantee, the provision of security or

otherwise, any financial assistance for the purpose of

or in connection with a purchase or subscription made

or to be made by any person of or for any shares in the

company, or, where the company is a subsidiary

company, in its holding company.

(2) For the purposes of this Ordinance a company shall be

deemed to be a subsidiary of another (in this Ordinance referred to

as the "holding company") only if -

(a) that other either -

(i) holds more than half in nominal value of its

issued share capital, excluding any part thereof

which, neither as respects dividends nor as

respects capital, carries any right to participate

beyond a specified amount in a distribution; or

(ii) is entitled to more than half its voting power; or

(b) the first mentioned company is a subsidiary of any

company which is that other’s subsidiary.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 98 Conditions for payment of commissions, discounts, etc. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

It shall not be lawful for a company to pay a commission or

make a discount or allowance to any person in consideration of his

subscribing or agreeing to subscribe, whether absolutely or

conditionally, for any shares in the company, or procuring or

agreeing to procure subscriptions, whether absolute or conditional,

for any shares in the company, unless -

(a) authority therefor is given by the memorandum or

articles; and

(b) the commission, discount or allowance does not

exceed ten per cent of the price at which the shares are

issued or the amount authorised by the memorandum

or articles, whichever is the less; and

(c) in the case of shares offered to the public for

subscription, the amount or rate per cent of the

commission, discount or allowance as well as the

number of shares which persons have agreed in

consideration thereof to subscribe absolutely, are

disclosed in the prospectus.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 99 Application of premium received on issue of shares. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Where a company issues shares at a premium whether

for cash or otherwise, a sum equal to the aggregate amount or value

of the premiums on those shares shall be transferred to an account,

to be called "the share premium account", and the provisions of this

Ordinance relating to the reduction of the share capital of a

company shall, except as provided in this article, apply as if the

share premium account were paid up share capital of the company.

(2)

The share premium account may, notwithstanding anything

COMMERCIAL PARTNERSHIPS

in the foregoing sub-article, be applied by the company -

(a) in paying up unissued shares of the company to be

issued to members of the company as fully paid bonus

shares; or

(b) in writing off the preliminary expenses of the company

or the expenses of or the commission paid or discount

allowed on, any issue of shares or debentures of the

company; or

(c) in providing for the premium payable on redemption

of any redeemable preference shares or of any

debentures of the company.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 100 Redeemable preference shares. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Where a company, duly authorised by its

memorandum or articles, issues preference shares which are, or at

the option of the company are to be liable, to be redeemed -

(a) no such shares shall be redeemed except out of the

profits of the company which would otherwise be

available for dividend or out of the proceeds of a fresh

issue of shares made for the purpose of the

redemption;

(b) no such shares shall be redeemed unless they are fully

paid;

(c) the premium, if any, payable on redemption must have

been provided for out of the profits of the company or

out of the company’s share premium account before

the shares are redeemed;

(d) where any 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

dividend, be transferred to a reserve fund to be called

"the capital redemption reserve fund", a sum equal to

the nominal amount of the shares redeemed, and the

provisions of this Ordinance relating to the reduction

of the share capital of a company shall, except as

provided in this article, apply as if the capital

redemption reserve fund were paid up share capital of

the company.

(2) The capital redemption reserve fund may, notwithstanding

anything in this article, 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.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 101 Rights of holders of special classes of shares and variations thereof. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) If, in the case of a company the share capital of which

is divided into different classes of shares, provision is made by the

memorandum or articles for authorising the variation of the rights

attached to any class of shares in the company, subject to the

consent of any specified proportion of the holders of the issued

shares of that class or the sanction of a resolution passed at a

separate meeting of the holders of those shares, and in pursuance of

the said provision the rights attached to any such class of shares are

at any time varied, the holders of not less in the aggregate than

COMMERCIAL PARTNERSHIPS

fifteen per cent of the issued shares of that class, being persons who

did not consent to or vote in favour of the resolution for the

variation, may by writ of summons filed within twenty-one days of

the consent or the resolution, demand that the variation shall not

have effect.

(2) On any such demand the court, if it is satisfied, having

regard to all circumstances of the case, that the variation would

unfairly prejudice the shareholders of the class represented by the

plaintiff, shall disallow the variation.

(3) The Registrar of Courts shall without delay cause a copy of

any writ of summons filed under sub-article (1) and of any

judgment given thereon to be served on the Registrar of

Partnerships for registration.

(4) Articles 77(2) and (4) shall apply to any consent or

resolution given or taken in terms of sub-article (1).

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 102 Numbering of shares. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Each share in a company shall be distinguished by its

appropriate number

Provided that, if at any time all the issued shares in a

company, or all the issued shares therein of a particular class, are

fully paid up and rank pari passu for all purposes, none of those

shares need thereafter have a distinguishing number so long as it

remains fully paid up and ranks pari passu for all purposes with all

shares of the same class for the time being issued and fully paid up.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 103 Transfer of shares. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

It shall not be lawful for a company to register a transfer of

shares in or debentures of the company unless a proper instrument

of transfer or an authentic copy thereof has been delivered to the

company

Provided that nothing in this article shall prejudice any

power of the company to register as shareholder or debenture

holder any person to whom the right to any shares in or debentures

of the company has been transmitted causa mortis.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 104 Registration of transfer at request of transferor. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

On the application of the transferor of any share in or

debenture of a company, the company shall enter in its register of

members or of debentures, as the case may be, the name of the

transferee in the same manner and subject to the same conditions as

if the application for the entry were made by the transferee.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 105 Issue of certificates. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Every company shall, within two months after the

allotment 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 lodged with the company, and within one month from the date 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 certificates of all shares, the

debentures and the certificates of all debenture stock allotted,

transferred or transmitted causa mortis to the persons entitled

thereto, unless the conditions of issue of the shares or debentures

otherwise provide.

(2)

The expression "transfer" for the purposes of this article

COMMERCIAL PARTNERSHIPS

means a transfer duly stamped and otherwise valid, and does not

include such a transfer as the company is for any reason entitled to

refuse to register and does not register.

(3) If default is made in complying with any of the provisions

of this article, every officer of the company who is in default shall

be liable to a penalty not exceeding four euro and sixty-six cents

(4.66) for every day during which the default continues.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 106 Share warrants. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) A company, if so authorised by its memorandum or

articles, may, with respect to any fully paid up shares, issue a

warrant, in this Ordinance referred to as a "share 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 future dividends on shares included in the warrant.

(2) The shares specified in a share warrant may be transferred

by the delivery of the warrant.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 107 Register of members. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Every company shall keep a register of its members

and enter therein the following particulars

(a) the names and addresses of the 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 amount 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 at which any person ceased to be a member

Provided that on the issue of a share warrant the company

shall strike out of its register of members the name of the member

then entered therein as holding the shares specified in the warrant

and shall enter in place of the aforesaid requirements the following

particulars

(i)

the fact of the issue of the warrant;

(ii)

a statement of the shares included in the warrant,

distinguishing each share by its number so long

as the share has a number; and

(iii)

the date of the issue of the warrant

Provided further that where the company has converted any

of its shares into stock and has registered the conversion with the

Registrar as provided in article 77(2), the register shall show the

amount of stock held by each member instead of the amount of

shares and the particulars relating to shares specified in paragraph

(a) of this sub-article.

(2) The register of members shall be kept at the registered

office of the company.

(3) If default is made in complying with any requirement of

this article, every officer of the company who is in default shall be

liable to a penalty not exceeding one hundred and sixteen euro and

forty-seven cents (116.47).

COMMERCIAL PARTNERSHIPS

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 108 Register of debentures. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Every company shall keep a register of debentures

and enter therein the names and addresses of the registered holders

and particulars of the debentures held by them respectively.

(2) The register of debentures shall be kept at the registered

office of the company.

(3) If default is made in complying with any requirement of

this article, every officer of the company who is in default shall be

liable to a penalty not exceeding one hundred and sixteen euro and

forty-seven cents (116.47).

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 109 Inspection of registers. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Except when duly closed under the provisions of this

Ordinance, and subject to such reasonable restrictions as the

company in general meeting may impose -

(a) the register of members shall be open to the inspection

of any member without charge; and

(b) the register of debentures shall be open to the

inspection of the registered holders of any such

debentures and of any member of the company without

charge, and of any other person on payment of a fee of

twelve cents (0.12) or such less sum as may be

prescribed by the company, for each inspection.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 110 Power to close registers. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) A company may, on giving notice by advertisement in

a daily newspaper, close the register of members for any period or

periods not exceeding in the whole thirty days in each year.

(2) The register of debentures may be closed in accordance

with the provisions contained in the memorandum or articles or in

the debentures or, in the case of debenture stock, in the stock

certificates, during such period or periods, not exceeding in the

whole thirty days in any one year, as may be therein specified.

Management and Administration

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 111 Statutory meeting. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Every company shall within a period of not less than

two months nor more than three months from the date at which the

company is entitled to commence business, hold a general meeting

of the members of the company, which shall be called the "statutory

meeting"

Provided that where a company has, within the aforesaid

period of two months, issued a prospectus inviting the public to

subscribe for its shares, the statutory meeting shall be held not less

than one month nor more than three months from the date at which

any allotment of its shares has been made under that prospectus.

(2) The directors shall, at least fourteen days before the day on

which the meeting is held, forward a report (in this Ordinance

referred to as the "statutory report") to every member of the

company

Provided that if the statutory report is forwarded later than

is required by this sub-article, it shall, notwithstanding that fact, be

deemed to have been duly forwarded if it is so agreed by all the

members entitled to attend and vote at the meeting.

COMMERCIAL PARTNERSHIPS

(3) The statutory report shall be certified by two of the

directors of the company or, if there is only one director, by that

director, and shall state

(a) the total number of shares allotted, distinguishing

shares allotted as fully or partly paid up otherwise than

in cash, and stating, in the case of shares partly paid

up, the extent to which they are so paid up, and, in

either case, the consideration for which they have been

allotted;

(b) the total amount of cash received by the company in

respect of all the shares allotted, distinguished as

aforesaid;

(c) an abstract of the receipts of the company and of the

payments made thereout, up to a date within seven

days of the date of the report, exhibiting under

distinctive headings the receipts of the company from

shares and debentures and other sources, the payments

made thereout, and particulars concerning the balance

remaining in hand, and an account or estimate of the

preliminary expenses of the company; and

(d) the particulars of any contract the modification of

which is to be submitted to the meeting for its

approval, together with the particulars of the

modification or proposed modification.

(4) The directors shall cause a copy of the statutory report

certified as required by this article, to be delivered to the Registrar

for registration forthwith after the sending thereof to the members

of the company.

(5) The members present at the meeting shall be at liberty to

discuss any matter arising out of the statutory report, whether

previous notice has been given or not, but no resolution of which

notice has not been given in accordance with the articles may be

passed.

(6) The meeting may adjourn from time to time, and at any

adjourned meeting any resolution of which notice has been given in

accordance with the articles, either before or subsequently to the

former meeting, may be passed, and the adjourned meeting shall

have the same powers as an original meeting.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 112 Holding of annual general meeting. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

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

the next

Provided that so long as a company holds its first annual

general meeting within eighteen months of its registration it need

not hold it in the year of its registration or in the following year.

COMMERCIAL PARTNERSHIPS

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 113 Penalty. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

If default is made in complying with the provisions of

articles 111 and 112, every officer of the company who is in default

shall be liable to a penalty not exceeding one hundred and sixteen

euro and forty-seven cents (116.47).

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 114 Convening of extraordinary general meeting on requisition. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) The directors of a company shall, on the requisition of

members of the company holding at the date of the deposit of the

requisition 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 right

of voting at general meetings of the company, forthwith proceed

duly to convene an extraordinary general meeting of the company.

(2) The requisition must state the objects of the meeting and

must be signed by the requisitionists and deposited at the registered

office of the company and may consist of several documents in like

form each signed by one or more requisitionists.

(3) If the directors do not within twenty-one days from the date

of the deposit of the requisition proceed duly to convene a meeting,

the requisitionists may themselves convene a meeting in the same

manner, as nearly as possible, as that in which meetings are to be

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 reasonable expense incurred by the requisitionists by

reason of the failure of the directors duly to convene a meeting

shall be repaid to the requisitionists by the company, and any sum

so paid shall be retained by the company out of any sums due or to

become due from the company by way of fees or other

remuneration in respect of their services to such of the directors as

were in default.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 115 Length of notice for calling meetings. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

A general meeting of a company shall be deemed not to

have been duly convened unless at least fourteen days’ notice has

been given in writing, and any provision in the company’s

memorandum or articles shall be construed as requiring fourteen

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 of the company shall,

notwithstanding that it is called by a shorter notice, be deemed to

have been duly convened if it is so agreed by all the members

entitled to attend and vote thereat.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 116 General provisions as to meetings and votes. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

The following provisions shall have effect in so far as the

articles of a company do not make other provisions in that behalf

(a) notice of the meeting of a company shall be served on

every member of the company in the manner in which

notices are required to be served by the First Schedule

to this Ordinance;

(b) two members personally present shall be a quorum;

(c) any member elected by the members present at a

meeting may be chairman thereof;

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(d) every member shall have one vote in respect of each

share or each twenty-three euro and twenty-nine cents

(23.29) of stock held by him.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 117 Power of court to order meeting. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

If for any reason it is impracticable to call a meeting of a

company in any manner in which meetings of the company may be

called, or to conduct the meetings of that company in the manner

prescribed by the articles or this Ordinance, the court may, either of

its own motion or on the application of any director of the company

or of any member of the company who would be entitled to vote at

the meeting, order a meeting of the company to be called, 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 a direction that one

member of the company present in person or by proxy shall be

deemed to constitute a meeting.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 118 Proxies. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Any member entitled to attend and vote at a meeting

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 not) as his proxy to attend and vote instead of him, and a

proxy so appointed shall have the same right as the member to

speak at the meeting and to demand a poll.

(2)

The appointment of a proxy shall be in writing.

(3) In every notice calling a meeting of a company there shall

appear with reasonable prominence a statement that a member

entitled to attend and vote is entitled to appoint a proxy and that a

proxy need not also be a member.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 119 Right to demand a poll. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Any provision contained in a company’s memorandum or

articles shall be void in so far as it would have the effect either -

(a) of excluding the right to demand a poll at a general

meeting on any question other than the election of the

chairman of the meeting or the adjournment of the

meeting; or

(b) of making ineffective a demand for a poll on any such

question which is made either -

(i) by not less than five members having the right to

vote at the meeting; or

(ii) by a member or members representing not less

than one-tenth of the total voting rights of all the

members having 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 aggregate sum

has been paid up equal to not less than one-tenth

of the total sum paid up on all the shares

conferring that right.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 120 Extraordinary resolutions. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

A resolution shall be an extraordinary resolution where -

(a) it has been taken at a general meeting of which notice

COMMERCIAL PARTNERSHIPS

specifying the intention to propose the resolution as an

extraordinary resolution has been duly given; and

(b) it has been passed by a number of members having the

right to 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

articles may prescribe.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 121 Directors. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) The business of a company shall be managed by one

or more directors, who may exercise all such powers of the

company as are not, by this Ordinance or by the memorandum or

articles of the company, required to be exercised by the company in

general meeting.

(2) Unless otherwise provided in the memorandum or articles

of a company any two of the directors, or, if there is only one

director, that director, shall represent the company.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 122 Restrictions on appointment of director. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) A person shall not be capable of being appointed

director of a company by the memorandum unless, before the

registration of the memorandum, he has by himself or by his agent

authorised in writing -

(a) signed and delivered to the Registrar for registration

consent in writing to act as such director; and

(b) either signed the memorandum for a number of shares

not less than his qualification, if any, or signed and

delivered to the Registrar for registration an

undertaking in writing to take from the company and

pay for his qualification shares, if any.

(2) Without prejudice to the aforesaid restrictions, where a

director is, by the memorandum or articles of a company, required

to hold a specified share qualification, and is not already qualified,

he shall vacate his office if he fails to obtain his qualification

within two months after his appointment, or such shorter time as

may be fixed by the memorandum or articles, or if at any time

thereafter he ceases to hold his qualification; and he shall be

incapable of being reappointed director of the company until he has

obtained his qualification.

(3) For the purposes of any provision in the memorandum or

articles requiring a director or manager to hold a specified share

qualification the bearer of a share warrant shall not be deemed to be

the holder of the shares specified in the warrant.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 123 Removal of directors. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) A company may by ordinary resolution remove a

director before the expiration of his period of office,

notwithstanding anything in its memorandum or articles or in any

agreement between it and him.

(2) On receipt of a notice of an intended resolution to remove a

director under this article the company shall forthwith send a copy

thereof to the director concerned and the director (whether or not he

is a member of the company) shall be entitled to be heard on the

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resolution at the meeting.

(3) A vacancy created by the removal of a director under this

article, if not filled at the meeting at which he is removed, may be

filled as a casual vacancy.

(4) Nothing in this article shall be taken as depriving a person

removed thereunder of compensation or damages payable to him in

respect of the termination of his appointment as director or of any

appointment terminating with that as director or as derogating from

any power to remove a director which may exist apart from this

article.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 124 Casual vacancy. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) A casual vacancy may be filled by the continuing

director or directors, and, without prejudice to the aforesaid powers

of the directors, it may be filled by the company in general

meeting.

(2) A person appointed by the directors to fill a casual vacancy

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 meeting.

(3) A person appointed to fill a casual vacancy by the company

in general meeting shall be treated, for the purpose of determining

the time at which he or any other director is to retire, as if he had

become director on the day on which the person in whose place he

is appointed was last appointed director.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 125 Disqualification for appointment as director. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

A person shall not be qualified for appointment or hold

office as director of a company if -

(a) he is interdicted or incapacitated or is an undischarged

bankrupt; or

(b) he has been convicted of any of the crimes affecting

public trust or of theft or of fraud or of knowingly

receiving property obtained by theft or fraud.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 126 Director may not compete with company. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) A director may not, in competition with the company

and without the approval of the company given at a general

meeting, carry on business on his own account or on account of

others or be a partner with unlimited liability in another

partnership.

(2) Where a director acts in violation of the prohibition

contained in this article, 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 article.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 127 Prohibition of loans, etc., to directors. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

It shall not be lawful for a company -

(a) to make a loan to any person who is its director or a

director of its holding company, or to enter into any

guarantee or provide any security in connection with a

loan made to such a person as aforesaid by any other

person

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Provided that nothing in this article shall apply either

-

(i)

to anything done, with the approval of the

company 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 enabling him properly to perform his

duties as an officer of the company; or

(ii) in the case of a company whose ordinary

business includes the lending of money or the

giving of guarantees 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 respect 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.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 128 Duty of director to disclose interest in a contract with company. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) It shall be the duty of a director of a company who is

in any way, whether directly or indirectly, interested in a contract

or proposed contract with the company to declare the nature of his

interest to the other directors either at the meeting of the directors

at which the question of entering into the contract 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 meeting

of the directors held after he became so interested.

(2) Any director who fails to comply with the provisions of this

article shall be liable to a penalty not exceeding one thousand and

one hundred and sixty-four euro and sixty-nine cents (1,164.69).

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 129 Return as to changes among directors. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Every company shall send to the Registrar for

registration and publication a return of any change among its

directors, specifying the date of the change, within fourteen days

from the happening thereof.

(2) If default is made in complying with sub-article (1), every

officer of the company who is in default shall be liable to a penalty

not exceeding four euro and sixty-six cents (4.66) for every day

during which the default continues.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 130 Joint and several liability of directors. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) The liability of the directors in damages for any

breach of duty shall be joint and several

Provided that where a particular duty has been entrusted to

one or more of the directors, only such director or directors shall be

liable in damages.

(2) A director shall not be liable for the acts of his co-directors

if he proves either -

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(a) that he did not know of the breach of duty before or at

the time of its occurrence and that on becoming aware

of it after its occurrence he signified forthwith to the

co-directors his dissent in writing; or

(b) that, knowing that the co-directors intended to commit

a breach of duty, he took all reasonable steps to

prevent it.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 131 Provisions as to liability of officers and auditors. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Any provision, whether contained in the memorandum or

articles of a company or in any contract with a company or

otherwise for exempting any officer of the company or any person

employed by the company as auditor from, or indemnifying him

against, any liability which by virtue of any rule of law would

otherwise be attached to him in respect of negligence, default or

breach of duty 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

acquitted.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 132 Minutes of proceedings. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Every company shall cause minutes of all proceedings

of general meetings and all proceedings at meetings of its directors

to be entered in books kept for that purpose.

(2) Any such minute, if purporting to be signed by the

chairman of the meeting at which the proceedings were held, or by

the chairman of the next succeeding meeting, shall be evidence of

the proceedings.

(3) The books containing the minutes of proceedings of any

general meeting of a company shall be kept at the registered office

of the company, and shall, during business hours (subject to such

reasonable restrictions as the company may by its articles or in

general meeting impose) be open to the inspection of any member

without charge.

(4) If a company fails to comply with the requirements of sub-

articles (1) and (3), every officer of the company who is in default

shall be liable to a penalty not exceeding one hundred and sixteen

euro and forty-seven cents (116.47).

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 133 Keeping of books of account. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) A company shall be deemed to comply with the

requirements of articles 13 to 18 of the Commercial Code if it

keeps proper books of account with respect to -

(a) all sums of money received and expended by the

company and the matters in respect of which the

receipt and expenditure takes place;

(b) all sales and purchases of goods by the company;

(c) the assets and liabilities of the company.

(2) For the purposes of sub-article (1), proper books of account

shall not be deemed to be kept with respect to the matters aforesaid

COMMERCIAL PARTNERSHIPS

if there are not kept such books as are necessary to give a true and

fair view of the state of the company’s affairs and to explain its

transactions.

(3) The books of account shall be kept at the registered office

of the company or at such other place as the directors think fit, and

shall be at all times open to inspection by the directors

Provided that if books of account are kept at a place outside

Malta there shall be sent to, and kept at a place in, Malta and be at

all times open to the inspection of the directors such accounts and

returns with respect to the business dealt with in the books of

account so kept as will disclose with reasonable accuracy the

financial position of that business at intervals not exceeding six

months and will enable to be prepared, in accordance with this

Ordinance, the company’s balance sheet and its profit and loss

account.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 134 Profit and loss account and balance sheet. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) The directors of every company shall, not later than

eighteen months after its registration and subsequently once at least

in every calendar year, lay before the company in general meeting a

profit and loss account for the period, in the case of the first

account since the registration of the company, and, in any other

case, since the preceding account, made up to a date not earlier than

the date of the meeting by more than nine months.

(2) The directors shall cause to be made out in every calendar

year, and to be laid before the company in general meeting, a

balance sheet as at the date to which the profit and loss account is

made up.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 135 General provisions as to contents and form of accounts. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Every balance sheet of a company shall give a true

and fair view of the state of affairs of the company as at the end of

its financial year, and every profit and loss account shall give a true

and fair view of the profit and loss of the company for the financial

year.

(2) Without prejudice to the general requirements of sub-article

(1) or to any other requirement of this Ordinance, and save as

expressly provided in Part II of the Third Schedule hereto, a

company’s balance sheet and profit and loss account shall comply

with the requirements of the said Third Schedule, so far as

applicable thereto.

(3) The accounts which, in pursuance of this Ordinance, are to

be laid before every company in general meeting shall contain

particulars showing -

(a) the amount of any loans which during the period to

which the accounts relate have been made by the

company or by any other person under a guarantee

from or a security provided by the company to any

director or officer of the company, including any such

loans which were repaid during the same period;

(b) the amount of any loans made in the manner aforesaid

to any director or officer at any time before the period

aforesaid and outstanding at the expiration thereof;

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(c) the total amount paid to the directors or past directors

as remuneration for their services, inclusive of all fees,

percentages, compensation for loss of office, pensions,

superannuation allowances or gratuities or similar

payments, or other emoluments paid to them by, or

receivable by them from, the company or any

subsidiary thereof.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 136 Signing of balance sheet. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Every balance sheet of a company shall be signed on

behalf of the board by two of the directors of the company, or, if

there is only one director, by that director.

(2) The profit and loss account shall be annexed to the balance

sheet, and the auditor’s report shall be attached thereto.

(3) Any accounts so laid shall be approved by the board of

directors before the balance sheet is signed on their behalf.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 137 Directors’ report to be attached to balance sheet. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

There shall be attached to every balance sheet laid before a

company in general meeting a report by the directors with respect

to the company’s affairs, the amount, if any, which they recommend

should be paid by way of dividend, and the amount, if any, which

they propose to carry to reserves within the meaning of the Third

Schedule to this Ordinance.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 138 Inspection of accounts. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Every balance sheet, including every document required by

law to be annexed, which is to be laid before a company in general

meeting, together with the auditor ’s report, shall be open to

inspection at the registered office of the company, by any member

or debenture holder of the company for at least ten days

immediately preceding the meeting at which it is to be laid before

the company and until approved by the company in general

meeting.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 139 Penalty. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

If default is made in complying with any of the

requirements of articles 13 to 18 of the Commercial Code or of

article 133, as the case may be, or with any of the requirements of

articles 134 to 138, any person being a director of a company who

fails to take all reasonable steps to secure compliance by the

company with the aforesaid requirements shall in respect of each

default, be liable to a penalty not exceeding four hundred and sixty-

five euro and eighty-seven cents (465.87)

Provided that it shall be a defence to prove that he had

reasonable grounds to believe and did believe that a competent and

reliable person was charged with the duty of seeing that the

aforesaid requirements were complied with and was in a position to

discharge that duty.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 140 Appointment and remuneration of auditors. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Every company shall at each annual general meeting

appoint an auditor or auditors to hold office from the conclusion of

that, until the conclusion of the next, annual general meeting.

(2) Where at an annual general meeting no auditors are

appointed, the vacancy shall be filled by the Judge of the Civil

Court, First Hall, on an application made by any of the directors or

by any member of the company, and the auditors so appointed shall

COMMERCIAL PARTNERSHIPS

hold office until the conclusion of the next following annual

general meeting.

(3) The first auditor or auditors of the company may be

appointed by the directors at any time before the first annual

general meeting, and auditors so appointed shall hold office until

the conclusion of that meeting, unless they are previously removed

and others are appointed in their place by the company in a general

meeting.

(4) The directors may fill any casual vacancy in the office of an

auditor, but while any such vacancy continues the surviving or

continuing auditor or auditors, if any, may act.

(5)

The remuneration of the auditors of a company -

(a) in the case of an auditor appointed by the directors or

by the Judge of the Civil Court, First Hall, may be

fixed by the directors or by the Judge, as the case may

be;

(b) subject to the foregoing paragraph, shall be fixed by

the company in general meeting or in such manner as

the company in general meeting may determine.

For the purposes of this sub-article, any sum paid by the

company in respect of the auditor’s expenses shall be deemed to be

included in the expression "remuneration".

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 141 Disqualification for appointment as auditor. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) A person shall not be qualified for appointment as

auditor of a company unless he is an individual who holds a

warrant to act as auditor issued under the Accountancy Profession

Act, or is a partnership of auditors duly registered under the said

Act and -

(a) in the case of an individual, he is not -

(i) an officer or servant of the company; or

(ii) a partner or in the employment of an officer or

servant of the company; or

(iii) related by consanguinity or affinity in the direct

line, or, up to the third degree, in the collateral

line, to any officer of the company;

(b) in the case of a partnership none of the partners is an

individual who is not qualified to be appointed as

auditor of the company.

(2) The provisions of sub-article (1) in regard to the

appointment of an auditor shall also apply in regard to the holding

of such appointment.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 142 Auditor’s report. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) The auditors shall make a report to the members on

the accounts examined by them, and on every balance sheet and

profit and loss account laid before the company in general meeting

during their tenure of office, and the report shall contain statements

as to the following matters

(a) whether they have obtained all the information and

explanations which to the best of their knowledge and

COMMERCIAL PARTNERSHIPS

belief were necessary for the purposes of their audit;

(b) whether, in their opinion, proper books of account

have been kept by the company, so far as appears from

their examination of those books, and proper returns

adequate for the purposes of their audit have been

received from branches not visited by them;

(c) whether the company’s balance sheet and profit and

loss account dealt with by the report are in agreement

with the books of account and returns;

(d) whether, in their opinion and to the best of their

knowledge and according to the explanations given to

them, the said accounts give the information required

by this Ordinance in the manner as required and give a

true and fair view, in the case of the balance sheet, of

the company’s affairs as at the end of its financial year,

and, in the case of the profit and loss account, of the

profit or loss for its financial year.

(2) The auditor’s report shall be read before the company in

general meeting.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 143 Right of access to books and to attend at general meetings. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Every auditor of a company shall have a right of

access at all times to the books and accounts and vouchers of the

company and shall be entitled to require from the officers of the

company such information and explanations as he thinks necessary

for the performance of the duties of the auditors.

(2) The auditors of a company shall be entitled to attend any

general meeting of the company and to receive all notices of, and

other communications relating to, any general meeting which any

member of the company is entitled to receive and to be heard at any

general meeting which they attend on any part of the business of

the meeting which concerns them as auditors.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 144 Annual return. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Every company shall, once at least in every year,

make a return in the form set out in the Fourth Schedule to this

Ordinance showing the matters therein specified as on the

fourteenth day after the date of the annual general meeting for the

Provided that -

(a) a company need not make a return under this sub-

article either in the year of its registration or, if it is

not required by article 112 to hold an annual general

meeting during the following year, in that year;

(b) where a company has converted any of its shares into

stock and registered the conversion as provided in

article 77(2), the list shown in paragraph 3 of the

Fourth Schedule must state the amount of stock held

by each of the existing members instead of the amount

of shares and the particulars relating to shares required

by that paragraph;

(c) the return may, in any year, if the return for either of

COMMERCIAL PARTNERSHIPS

the two immediately preceding years has given as at

the date of that return the full particulars required by

the said paragraph 3, give only such of the particulars

required by that paragraph as relate to persons ceasing

to be or becoming members since the date of the last

return and to shares transferred since that date or to

changes as compared with that date in the amount of

stock held by a member.

(2) The annual return, duly completed, must be signed by at

least one director of the company and forwarded to the Registrar

for registration within forty-two days after the annual general

meeting for the year.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 145 Documents to be annexed to annual return. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

There shall be annexed to the annual return, not being the

annual return of a company whose objects are limited to the sole

purposes of owning, managing, administering or, operating ships

and transactions ancillary thereto

(a) a written copy, certified by at least one director of the

company to be a true copy, of every balance sheet laid

before the company in general meeting during the

period to which the return relates (including every

document required by law to be annexed to the balance

sheet); and

(b) a copy, certified as aforesaid, of the report of the

auditors on, and of the report of the directors

accompanying, each such balance sheet.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 146 Penalty. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

If default is made in complying with the provisions of

articles 144 and 145, every officer of the company who is in default

shall be liable to a penalty not exceeding eleven euro and sixty-five

cents (11.65) for every day during which the default continues.

Private Companies

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 147 Definition. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) A private company is a company which by its

memorandum or articles -

(a) restricts the right to transfer its shares; and

(b) limits the number of its members to fifty; and

(c) prohibits any invitation to the public to subscribe for

any shares or debentures of the company.

(2) Where two or more persons hold one or more shares in a

company jointly, they shall, for the purposes of this article, be

treated as a single member.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 148 Provisions not applicable to private companies. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

The provisions of articles 106 and 111 and of articles

122(1) and (3) shall not apply to a private company.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 149 Exemption of private company from requirements of article 145, etc. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) A private company shall be excepted from the

requirements imposed by article 145 if, but only if -

(a) the conditions mentioned in the next following sub-

article are satisfied at the date of the return and have

been satisfied at all times since the commencement of

COMMERCIAL PARTNERSHIPS

this Ordinance; and

(b) there is sent with the return a certificate signed by at

least one director of the company that to the best of his

knowledge and belief the said conditions are and have

been satisfied as aforesaid

Provided that if at any time it is shown that the said

conditions are then satisfied in the case of a private company, the

Judge of the Civil Court, First Hall, may, on the application of the

company and after hearing any of the directors of the company and

the Registrar, direct that, in relation to any subsequent annual

returns of the company, it shall not be necessary for the said

conditions to have been satisfied before that time, and the

certificates sent with those returns shall in that event relate only to

the period since that time.

(2)

The said conditions are

(a) that the number of persons holding debentures of the

company is not 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

nor any of the directors is party or privy to an

arrangement whereby the policy of the company is

capable of being determined by persons other than the

directors, members or debenture holders thereof.

(3)

For the purposes of this article -

(a) shares held by another private company which is itself

excepted under this article shall not disqualify a

company from being also so excepted if, taking all the

following companies together, that is to say -

(i) the company whose exemption is in question

(hereinafter referred to as the "relevant

company");

(ii) any company holding shares to which this

paragraph has to be applied in determining the

relevant company’s right to be excepted as

aforesaid; and

(iii) any further company taken into account for the

purposes of this paragraph in determining the

right to be so excepted of any company holding

any such shares as aforesaid,

the total number of persons holding shares in those companies is

not more than fifty, the companies themselves being disregarded;

(b) any interest of the company itself in any of its shares

or debentures shall be disregarded;

(c) where two or more persons hold one or more shares in

or debentures of a company jointly, they shall be

treated as a single member or person.

(4)

A company with respect to which the conditions mentioned

COMMERCIAL PARTNERSHIPS

in sub-article (2) are satisfied and have been satisfied at all times

since the commencement of this Ordinance or since the giving by

the Judge of the Civil Court, First Hall, of a direction under the

proviso to sub-article (1) shall also be excepted from the provisions

of article 127(a) and of article 141 (1)(ii) and (iii).

Dissolution and winding up

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 150 Dissolution of companies. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

A company is dissolved -

(a) when the period fixed for its duration expires;

(b) if the undertaking forming its objects is completed or

cannot be completed;

(c) if the share capital of the company is reduced below

the statutory minimum;

(d) if the number of members is reduced below two and

remains so reduced for more than six months;

(e) if the company is adjudged bankrupt;

(f) if the company so resolves by extraordinary

resolution;

(g) if, in the opinion of the court, there exist grounds of

sufficient gravity to warrant dissolution;

(h) in such other cases for which provision is made in the

memorandum or articles.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 151 Notice of dissolution and calling of meeting for appointment of liquidator. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) On the dissolution of a company, and in no case later

than fifteen days after such dissolution, the directors shall deliver

to the Registrar for registration and publication a notice of the

dissolution

Provided that where a company is dissolved by order of the

court notice of the dissolution shall be given as aforesaid by the

Registrar of Courts.

(2) Except where a company is dissolved by a resolution taken

at a general meeting and a liquidator is appointed at that meeting,

the directors shall call a general meeting of the company, to be held

not later than thirty days after the date of the dissolution, for the

purpose of appointing one or more liquidators.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 152 Appointment, removal and remuneration of liquidator. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) The liquidators shall be appointed, and may be

removed from office, by an extraordinary resolution taken at a

general meeting of the company

Provided that if a resolution submitted for the appointment

of a person as liquidator fails to obtain the required majority, the

directors shall, within ten days of the holding of the meeting, apply

t o t h e c o u r t f o r t h e a p p o i n t m e n t o f a l i q u i d a t o r, a n d t h e

appointment shall be made by the court

Provided further that a liquidator, whether appointed by the

company or by the court, may be removed from office by order of

the court on a demand, by writ of summons made by members of

the company holding in the aggregate not less than one-tenth of the

COMMERCIAL PARTNERSHIPS

paid up share capital of the company, if the court is satisfied that

there exist sufficient grounds to warrant his removal.

(2) The remuneration of the liquidator shall be fixed by the

company in general meeting, subject nevertheless to the right of the

liquidator to demand that it be fixed or varied by the court.

(3) All costs, charges and expenses properly incurred in the

winding up, including the remuneration of the liquidator, shall be

payable out of the assets of the company in priority to all other

claims.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 153 Notice of appointment of liquidator. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

The liquidator shall, within fourteen days after his

appointment, deliver to the Registrar for registration and

publication a notice of his appointment.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 154 Penalty. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

If default is made in complying with any of the

requirements of articles 151, 152 and 153, every director or

liquidator, as the case may be, who is in default shall be liable to a

penalty not exceeding four euro and sixty-six cents (4.66) for every

day during which the default continues.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 155 Powers of directors and convening of general meetings. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Until such time as a liquidator is appointed, the

directors shall have power to perform such acts only as are of

ordinary administration.

(2) On the appointment of a liquidator all the powers of the

directors shall cease.

(3) After the appointment of a liquidator a general meeting of

the company may be convened by the liquidator or liquidators in

office, or, if the office is vacant, by any member of the company, in

the manner provided by this Ordinance or by the articles.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 156 Applicability of articles 43, 44 and article 45(1). — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

The provisions of articles 43 and 44 and of article 45(1)

shall apply to the winding up of a company with the substitution of

references to directors for references to partners vested with the

administration of the partnership in article 43, and with the

substitution of references to an extraordinary resolution taken by

the company in general meeting for references to partners in article

44, and with the substitution of references to members for

references to partners in article 45(1).

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 157 Calls for payment of unpaid share capital. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Where the assets of a company are insufficient to

meet its liabilities the liquidator may make calls on all or any of the

members for payment of any unpaid share capital of the company

which he considers necessary to satisfy the debts and liabilities of

the company, and the costs, charges and expenses of winding up,

and for the adjustment of the rights of the members among

themselves; and in making a call the liquidator may take into

consideration that some of the members may partly or wholly fail

to pay the call.

(2) The liquidator may, on production of a list certified by him

of the names of the members liable in payment of any calls and of

the amounts due by each of them, apply to the court for the

enforcement of any such calls by any of the means mentioned in

article 273(a), (b) and (d) of the Code of Organization and Civil

COMMERCIAL PARTNERSHIPS

Procedure.

(3) Where a call is made under the provisions of this article, the

person from whom a sum is due shall pay interest thereon from the

day appointed for payment to the time of actual payment at the rate

of six per cent per annum.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 158 Duties of liquidator where winding up continues for more than one year. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) In the event of the winding up continuing for more

than one year, the liquidator shall summon a general meeting of the

company at the end of the first year from the commencement of the

winding up, and of each succeeding year, and shall lay before the

meeting an account of his acts and dealings and of the conduct of

the winding up during the preceding year.

(2) If the liquidator fails to comply with the provisions of this

article, he shall be liable to a penalty not exceeding twenty-three

euro and twenty-nine cents (23.29) in respect of each default.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 159 Duties of liquidator when affairs have been completely wound up. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) As soon as the affairs of the company are wound up

the liquidator shall make an account of the winding up and of his

receipts and payments and shall draw up a scheme of distribution

indicating the amount due in respect of each share from the assets

of the company.

(2) The liquidator shall cause the accounts to be audited by one

or more auditors appointed by the company in general meeting, and

shall, as soon as the account is audited, call a general meeting of

the company for the purpose of laying before it the account, the

scheme of distribution and the auditors’ report and giving any

explanation thereof.

(3) Within one week after the meeting the liquidator shall send

to the Registrar for registration a copy of the account and of the

scheme of distribution signed by him, together with the auditor’s

report and shall make a return to him of the holding of the meeting

and of its date

Provided that, if a quorum is not present at the meeting, the

liquidator shall, in lieu of the return hereinbefore mentioned, make

a return that the meeting was duly summoned and that no quorum

was present thereat.

(4) If the liquidator fails to comply with the requirements of

sub-article (3), he shall be liable to a penalty not exceeding eleven

euro and sixty-five cents (11.65) for every day during which the

default continues.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 160 Approval of accounts and scheme of distribution. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

The accounts and scheme of distribution drawn up and

audited in accordance with the provisions of the last foregoing

article shall be deemed to have been approved by all the members

of the company if no objection thereto is lodged, by writ of

summons, by any member of the company, within three months

from the date at which a copy thereof has been delivered to the

Registrar as provided in sub-article (3) of the last foregoing article.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 161 Name of company to be struck off the register. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) On the approval of the accounts and of the scheme of

distribution the liquidator shall deliver to the Registrar for

registration a notice of such approval and the Registrar shall

COMMERCIAL PARTNERSHIPS

thereupon strike the name of the company off the register.

(2) The liquidator shall, together with the aforesaid notice,

deliver the books and other documents of the company to the

Registrar, who shall keep them for a period of ten years from the

date at which the name of the company was struck off the register.

PART VI

CONVERSION AND AMALGAMATION OF PARTNERSHIPS

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 162 Conversion of partnerships. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) A partnership may, by complying with the

requirements prescribed for the formation of the kind of partnership

into which it is to be converted, be converted into a partnership of

that kind.

(2) Where the partnership to be converted is either en nom

collectif or en commandite the conversion may only be made with

the consent of all the partners

Provided that where one or more limited partners holding in

the aggregate not more than one-fourth of the total contribution of

the limited partners, or one-tenth of the share capital of the

partnership, have not given their consent, the partnership shall be

entitled, for the purposes of the conversion, to liquidate and

reimburse to the dissenting partner his interest in the partnership or

to redeem the shares held by him on such terms as may be agreed or

as the court, on a demand of either the partnership or the limited

partner, thinks fit to order.

(3) Where the partnership to be converted is a company, the

conversion may only be made if it has been approved by an

extraordinary resolution taken at a general meeting of the company;

and the company shall be entitled for the purpose of the conversion,

to redeem the shares held by the dissenting members on such terms

as may be agreed or as the court, on a demand of either the

company or the dissenting members, thinks fit to order.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 163 Amalgamation of partnerships. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

The provisions of article 162(2) and (3) shall apply to the

amalgamation of any two or more partnerships, whether such an

amalgamation is effected by the formation of a new partnership or

by the merger of one or more partnerships into another existing

partnership, with the substitution of references to amalgamation for

references to conversion.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 164 Registration of the conversion or amalgamation of partnerships. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) The resolution approving the conversion or

amalgamation of partnerships together with the instruments giving

effect to the resolution, or an authentic copy thereof, shall be

delivered for registration and publication to the Registrar who,

being satisfied that the requirements of article 162 or of article 163,

as the case may be, have been complied with, shall register it.

(2) The aforesaid delivery shall be made by any of the partners

or directors of the new partnership or of the continuing partnership,

as the case may be.

COMMERCIAL PARTNERSHIPS

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 165 Where partnership ceases to exist on conversion or amalgamation. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Upon the conversion or amalgamation of one or more

partnerships which has become effective either through the lapse of

the period referred to in article 167 or, where objection is made

under that article, by a decision of the court, the Registrar shall,

where a partnership ceases to exist, strike the name of the

partnership off the register and, where the circumstances so

demand issue a certificate of registration altered to meet the

circumstances of the case; and where a conversion or an

amalgamation which has been registered under this article becomes

ineffective by a decision of the court under article 167, the

Registrar shall amend the registration accordingly.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 166 Partners with unlimited liability to remain bound unless creditors consent to conversion. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

The conversion of a partnership shall not discharge

partners with unlimited liability from liability for the obligations of

the partnership contracted prior to the registration of the conversion

unless it is proved that the creditors of the partnership have given

their consent to the conversion.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 167 Rights of creditors to oppose conversion or amalgamation. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) The conversion or the amalgamation of two or more

partnerships shall not take effect until three months from the date

of the publication of the statement referred to in article 192(1)(c)

relating to the instrument effecting such conversion or

amalgamation.

(2) During the aforesaid period of three months any creditor of

the partnership whose debt existed prior to the registration of the

conversion or of the amalgamation may by writ of summons object

to the conversion or to the amalgamation, and, if he shows good

cause why it should not take effect, the court shall either uphold the

objection or allow the conversion or the amalgamation on sufficient

security being given.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 168 Continuing or new partnership succeeds partnership ceasing to exist. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

A continuing partnership or, where in consequence of

amalgamation a new partnership is formed, the new partnership

shall succeed to all the rights and liabilities of the partnership or

partnerships ceasing to exist.

PART VII

ASSOCIATION EN PARTICIPATION

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 169 Definition. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

An association en participation is a contract whereby a

person assigns to another person, for a valuable consideration

contributed by the latter, a portion of the profits and losses of a

business or of one or more commercial transactions.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 170 Consent of associates required for admission of other associates. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

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.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 171 Relations of parties vis-a-vis third parties and among themselves. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) 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 parties among themselves, saving any

COMMERCIAL PARTNERSHIPS

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.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 172 Only associating party acquires rights and assumes obligations. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

A third party shall acquire rights and assume obligations

against and in favour only of the associating party.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 173 Rights of associating party and of associates. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

The management of the business or of the transactions in

respect of which the association was formed 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 transactions

Provided further that the associate shall, in all cases, be

entitled to an account of any transaction that is completed and,

where the association lasts for more than one year, to an annual

account of the management of the business or transactions in

respect of which the association was formed.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 174 Liability of associate. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

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.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 175 Agreements allowed between parties. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Saving the provisions of the preceding articles, an

association en participation may be formed in such manner, in such

proportions of interests and upon such conditions as may be agreed

upon by the parties.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 176 No formalities required for association en participation. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

No written instrument is required for an association en

participation and such associations are not subject to the

formalities prescribed in regard to partnerships.

PART VIII

PARTNERSHIPS CONSTITUTED OR REGISTERED OUTSIDE

MALTA

Provisions as to establishment of place of business in Malta

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 177 Application of articles 178 to 182. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

The next following five articles shall apply to all

companies registered or incorporated outside Malta (hereinafter

referred to as "oversea companies") which, after the

commencement of this Ordinance, establish a place of business

within Malta or which have, before the commencement of this

Ordinance, established a place of business within Malta and

continue to have a place of business within Malta at the

commencement of this Ordinance.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 178 Documents, etc., to be delivered by oversea companies carrying on business in Malta. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Oversea companies which, after the commencement

of this Ordinance, establish a place of business within Malta shall,

within one month of the establishment of the place of business,

deliver to the Registrar for registration and publication -

(a) an authentic copy of the charter, statutes or

memorandum and articles of the company or other

instrument constituting or defining the constitution of

the company, and, if the instrument is not written in

COMMERCIAL PARTNERSHIPS

the English or Maltese language, a certified translation

thereof into either of such languages;

(b) a list of the directors and secretary, if any, of the

company together with the following particulars, that

is to say

(i) in the case of an individual, his name and

surname, his usual residential address, his

nationality and his business occupation, if any,

or, if he has no business occupation, particulars

of any directorship he may hold; and

(ii) in the case of a body corporate, its registered or

corporate name and registered or principal

office;

(c) the names and addresses of some one or more persons

resident in Malta authorised to represent the company

in Malta.

(2) Oversea companies which have, before the commencement

of this Ordinance, established a place of business within Malta and

continue to have an established place of business within Malta at

the commencement of this Ordinance shall deliver to the Registrar

for registration and publication the documents and particulars

specified under sub-article (1)(a), (b) and (c) within three months of

the commencement of this Ordinance.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 179 Return to be delivered by oversea company where documents, etc., altered. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

If any alteration is made in -

(a) the charter, statutes or memorandum and articles of an

oversea company or any such instrument as aforesaid;

or

(b) the directors or secretary of an oversea company or the

particulars contained in the list of the directors and

secretary; or

(c) the names or addresses of the persons authorised to

represent an oversea company in Malta,

the company shall, within one month of any such alteration, deliver

to the Registrar for registration and publication a return containing

the particulars of the alteration, signed by a director, secretary or

other authorised officer of the company.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 180 Accounts of oversea company. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Every oversea company shall, in every calendar year,

make out and deliver to the Registrar for registration a balance

sheet and profit and loss account in such form, and containing such

particulars and including such documents as, under the provisions

of this Ordinance, the directors would, if the company had been a

company registered under this Ordinance, be required to make out

and lay before the company in general meeting

Provided that the Registrar may accept for registration a

balance sheet and profit and loss account prepared in the form

required under the law of the place of the company’s registration or

incorporation if, in his opinion, such accounts give substantially

the same information as, or greater information than, that required

COMMERCIAL PARTNERSHIPS

to be given in the accounts referred to in article 135.

(2) Notwithstanding that the balance sheet and profit and loss

account prepared in the form required under the law of the place of

t h e c o m p a n y ’s r e g i s t r a t i o n o r i n c o r p o r a t i o n d o n o t g i v e

substantially as much information as that required in the accounts

referred to in article 135, the Registrar may, in his absolute

discretion, nevertheless agree to accept such accounts for

registration in compliance with sub-article (1); but in that event,

subject as provided by sub-article (4), the company shall also

deliver to the Registrar for registration -

(a) a profit and loss account made out as nearly as may be

in the form and containing the particulars required by

article 135 and giving a true and fair view of the profit

and loss, during the period to which it relates, on the

company’s operations in Malta as if such operations

had been conducted by a separate company formed in

Malta under this Ordinance;

(b) a statement, as at the end of the period to which the

profit and loss account referred to in paragraph (a) of

this sub-article relates, showing the company’s assets

locally situated in Malta classified distinguished and

valued in accordance with the provisions of article 135

and Part I of the Third Schedule to this Ordinance, and

the nature and amount of the specific charges on such

assets; and

(c) a report on the account and statement referred to in the

foregoing paragraphs of this sub-article by an auditor

qualified in accordance with article 141 stating that in

his opinion and to the best of his information the

accounts and statements are in accordance with the

books and records of the company and give the

information required by this Ordinance in the manner

therein required and give a true and fair view of the

matter therein stated

Provided that this sub-article shall not apply to any

company which has at any time made in Malta any invitation to the

public to acquire any of its shares or debentures or to deposit

money with it.

(3) In the profit and loss account referred to in article (2)(a),

the company shall be entitled to make such apportionments and to

add such notes and explanations as shall, in its opinion, be

necessary or 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 on capital employed in Malta.

(4) Notwithstanding that the Registrar agrees to accept a

balance sheet and profit and loss account under sub-article (2) he

may waive compliance with paragraphs (a), (b) and (c) of that sub-

article or any of such paragraphs if satisfied that compliance

therewith is impracticable having regard to the nature of the

company’s operations in Malta.

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(5) If any such document as is mentioned in the foregoing sub-

articles is not written in the Maltese or English languages there

shall be annexed to it a certified translation thereof into either of

such languages.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 181 Other obligations of oversea company. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Every oversea company shall -

(a) in every prospectus inviting subscriptions for its

shares or debentures in Malta state the country in

which the company is registered or incorporated; and

(b) cause the name of the company and of the country in

which the company is registered or incorporated to be

stated in legible characters in all business letters, trade

catalogues and trade circulars of the company.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 182 Penalties. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

If an oversea company fails 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 not exceeding

one hundred and sixteen euro and forty-seven cents (116.47), or, in

the case of a continuing offence, eleven euro and sixty-five cents

(11.65) for every day during which the default continues.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 183 Application of articles 184 to 187. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

The next following four articles shall apply to all

partnerships, other than companies, constituted outside Malta and

having a legal personality distinct from that of their members

(hereinafter referred to as "oversea partnerships") which, after the

commencement of this Ordinance, establish a place of business

within Malta or which have, before the commencement of this

Ordinance, established a place of business within Malta and

continue to have a place of business within Malta at the

commencement of this Ordinance.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 184 Documents, etc., to be delivered by oversea partnerships carrying on business in Malta. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Oversea partnerships which, after the commencement

of this Ordinance, establish a place of business within Malta, shall

within one month of the establishment of the place of business,

deliver to the Registrar for registration and publication -

(a) an authentic copy of the instrument constituting or

defining the constitution of the partnership, and, if the

instrument is not written in the English or Maltese

language, a certified translation thereof into either of

such languages;

(b) a list of the persons vested with the administration or

the representation of the partnership, and, in respect of

each such person, his name and surname, his usual

residential address, his nationality and his business

occupation, if any;

(c) the names and addresses of some one or more person

resident in Malta authorised to represent the

partnership in Malta.

(2) Oversea

partnerships

which

have,

before

the

commencement of this Ordinance, established a place of business

within Malta and continue to have an established place of business

within Malta at the commencement of this Ordinance shall deliver

to the Registrar for registration and publication the documents and

COMMERCIAL PARTNERSHIPS

particulars specified under article (1)(a), (b) and (c), within three

months of the commencement of this Ordinance.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 185 Return to be delivered by oversea partnerships where documents, etc., altered. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

If any alteration is made in -

(a) the instrument constituting or defining the constitution

of an oversea partnership; or

(b) the persons vested with the administration or the

representation of an oversea partnership or the

particulars contained in the list of such persons; or

(c) the names or addresses of the persons authorised to

represent an oversea partnership in Malta,

the partnership shall, within one month of any such alteration,

deliver to the Registrar for registration and publication a return

containing the particulars of the alteration signed by a person

vested with the representation of the partnership.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 186 Other obligations of oversea partnerships. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Every oversea partnership shall cause the name of the

partnership and of the country in which the partnership is

constituted to be stated in legible characters in all business letters,

trade catalogues and trade circulars of the partnership.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 187 Penalties. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

If an oversea partnership fails to comply with any of the

foregoing provisions of this Part, all persons carrying on business

in the name of the partnership shall be personally and jointly and

severally liable for their dealings with third parties acting in good

faith.

Prospectuses

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 188 Dating of prospectus and particulars to be contained therein. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) It shall not be lawful for any person to issue, circulate

or distribute in Malta any prospectus offering for subscription

shares in or debentures of a company registered or incorporated or

to be registered or incorporated outside Malta, whether the

company has or has not established, or when constituted will or

will not establish, a place of business in Malta unless the

prospectus is dated and -

(a) contains particulars with respect to the following

matters

(i) the instrument constituting or defining the

constitution of the company;

(ii) the enactments, or provisions having the force of

an enactment, by or under which the registration

or incorporation of the company was effected;

(iii) an address in Malta where the said instrument,

enactments or provisions, or copies thereof, and,

if the same are not in the English or Maltese

language, a certified translation thereof into

either of such languages can be inspected;

(iv) the date on which and the country in which the

company was registered or incorporated;

(v) whether the company has established a place of

business in Malta, and, if so, the address of its

COMMERCIAL PARTNERSHIPS

principal office in Malta;

(b) subject to the provisions of this article, states the

matters specified in Part I of the Second Schedule to

this Ordinance and sets out the report specified in Part

II of that Schedule

Provided that the provisions of sub-paragraphs (i), (ii) and

(iii) of paragraph (a) of this sub-article shall not apply in the case of

a prospectus issued more than two years after the date at which the

company is entitled to commence business, and, in the application

of Part I of the Second Schedule for the purposes of this sub-article,

paragraph 2 thereof shall have effect with the substitution for the

reference to the articles, of a reference to the constitution of the

company.

(2) Any condition requiring or binding an applicant for shares

or debentures to waive compliance with any requirement imposed

by virtue of paragraph (a) or (b) of the foregoing sub-article, or

purporting to affect him with notice of any contract, document or

matter not specifically referred to in the prospectus, shall be void.

(3) It shall not be lawful for any person to issue to any person

in Malta a form of application for shares in or debentures of such a

company or intended company as is mentioned in sub-article (1)

unless the form is issued with a prospectus which complies with

this Part and the issue whereof in Malta does not contravene the

provisions of article 189

Provided that this sub-article shall not apply if it is shown

that the form of application was issued in connection with a bona

fide invitation to a person to enter into an underwriting agreement

with respect to the shares or debentures.

(4) In the event of non-compliance with or contravention of

any of the requirements imposed by sub-article (1) (a) and (b), a

director or other person responsible for the prospectus shall not

incur any liability by reason of the non-compliance or

contravention if the conditions under which a director or other

person responsible for a prospectus is exempt from liability by

article 84 are satisfied.

(5) This article shall not apply to the issue to existing members

or debenture holders of a company of a prospectus or form of

application relating to shares in or debentures of the company,

whether an applicant for shares or debentures will or will not have

the right to renounce in favour of other persons, but, subject as

aforesaid, this article shall apply to a prospectus or form of

application whether issued on or with reference to the formation of

a company or subsequently.

(6) Any person who is knowingly responsible for the issue,

circulation or distribution of a prospectus, or for the issue of a form

of application for shares or debentures, in contravention of any of

the provisions of this article shall be liable to a fine not exceeding

one thousand and one hundred and sixty-four euro and sixty-nine

cents (1,164.69).

COMMERCIAL PARTNERSHIPS

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 189 Application of articles 85, 86 and — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Articles 85, 86 and 88 shall extend to every prospectus

issued, circulated or distributed in Malta offering for subscription

88. shares in or debentures of a company registered or incorporated or

to be registered 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.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 190 Interpretation of provisions as to prospectuses. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) Where any document by which any shares in or

debentures of a company registered or incorporated outside Malta

are offered for sale to the public would, if the company concerned

had been a company registered under this Ordinance, have been

deemed by virtue of article 89 to be a prospectus, that document

shall be deemed to be a prospectus for the purposes of this Part.

(2) An offer of shares or debentures for subscription or sale to

any person whose ordinary business is to buy or sell shares or

debentures, whether as principal or agent, shall not be deemed an

offer to the public for the purposes of this Part.

PART IX

GENERAL

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 191 Power of Prime Minister to appoint Registrar. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

The Prime Minister shall appoint a person to be Registrar

of Partnerships and may appoint persons to assist such Registrar,

conferring on any such persons all or any of the powers of the

Registrar under this Ordinance.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 192 Additional duties of Registrar. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) In addition to the other duties prescribed by this

Ordinance, it shall be the duty of the Registrar -

(a) to ensure compliance with any provision of this

Ordinance requiring an act to be done or to be omitted

to be done under a penalty;

(b) to institute proceedings for the recovery of any penalty

under this Ordinance in the Civil Court, First Hall;

(c) to retain and register any document which is required

to be delivered or given to or served on him for

registration under any of the provisions of this

Ordinance;

(d) where under any of the provisions of this Ordinance -

(i) any document is required to be delivered or

given to or served on him for publication; or

(ii) any certificate is issued by him on the

registration or change of name or conversion or

amalgamation of a partnership, or the name of a

partnership is struck off the register,

to cause without delay a statement to be published in the

Government Gazette showing the date at which the registration,

delivery or service was made, or at which the name of the

partnership was struck off the register, and the general nature of the

document or certificate, and giving such particulars as are

COMMERCIAL PARTNERSHIPS

necessary to distinguish the partnership to which the statement

relates.

(2) Where the Registrar gives notice in writing to any person

that such person has become liable to a penalty under this

Ordinance specifying the nature of the infringement and indicating

an amount as due by way of penalty in respect of such

infringement, the person to whom the notice is given shall without

prejudice to the provisions of the following sub-articles, be deemed

to have incurred a penalty under this Ordinance and the amount

indicated as aforesaid as due by way of penalty shall be deemed to

be the penalty due under this Ordinance in respect of the

infringement specified in the notice.

(3) A notice as is referred to in sub-article (2) shall upon the

service of a copy thereof by means of a judicial act on the person

indicated in the notice constitute an executive title for effects and

purposes of Title VII of Part I of Book Second of the Code of

Organization and Civil Procedure unless such person shall within

thirty days from the date of such service institute proceedings

before the Civil Court, First Hall, objecting to the penalty so fixed.

(4) Where any person desires to institute proceedings objecting

to a penalty referred to in sub-article (2), such proceedings shall be

instituted by application against the Registrar.

(5) The application shall, under pain of nullity, state clearly

and concisely the nature of the complaint, the facts out of which the

complaint arises, the reasons why such complaint should be upheld

and the claim that the penalty is not due at law or is due at law only

in a smaller amount.

(6) The court shall not annul 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 amount fixed by the

Registrar.

(7) The applicant shall attach to the application all such

documents in support of his claim as it may be in his power to

produce, and shall indicate in his application the names of all the

witnesses he intends to produce stating, in respect of each, the

proof of which he intends to make.

(8) The court shall, without delay, set down the application for

hearing at an early date, which date shall in no case be later than

thirty days from the date of the filing of the application.

(9) 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 thereto within fifteen days after the

date of the service of the application.

(10) 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 the claim; he shall moreover state in his

reply the names of the witnesses in support of his reasons and shall

attach thereto all the documents in support thereof.

(11) On the day fixed for the hearing of the application, the

COMMERCIAL PARTNERSHIPS

court shall consider the issues of fact and of law as are

ascertainable only from the application, reply or documents filed,

by either of the parties, or from the evidence indicated by either of

the parties in the application or reply, as the case may be, or from

the oral pleading of either of the parties.

(12) The court shall hear the application to a conclusion within

five working days from the date fixed for the original hearing of the

application, and no adjournment shall be granted except either with

the consent of both parties, or for an exceptional reason to be

recorded by the court, and such adjourned date shall not be later

than that justified by any such reason.

(13) Saving the preceding provisions of this article, the

provisions of the Code of Organization and Civil Procedure

relating to proceedings before the First Hall of the Civil Court shall

apply in relation to any such application.

(14) Notwithstanding the provisions of article 256(2) of the

Code of Organization and Civil Procedure, the executive title

referred to in sub-article (3) shall not be enforceable before the

lapse of thirty days from the service of the judicial act therein

referred to.

(15) The decision of the court upon an application referred to in

sub-article (4), confirming the imposition of a penalty fixed by the

Registrar or reducing any such penalty, 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.

(16) An appeal from a decision of the Civil Court, First Hall,

upon an application referred to in sub-article (4), shall be made by

means of an application to be filed within six working days of the

date of the decision; the person against whom the appeal is entered

shall within six working days from the service upon him of the

application file a reply to the appeal.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 193 Powers of Registrar to investigate affairs of partnership. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) For the purposes of article 192(1)(a) the Registrar

shall have power to investigate the affairs of any partnership and to

require any information and the production of any document from

any partner or from any officer or auditor of a company.

(2) Any matter coming to the knowledge of the Registrar, or of

any other person by reason of his office, in pursuance of the

provisions of this article shall be treated as secret and confidential,

except as may be necessary for the purpose of carrying into effect

the provisions of this Ordinance.

(3) If any partner or if any officer or auditor of a company

prevents or obstructs the Registrar, or any other officer authorised

by him in writing, in the execution of his duties or refuses to

comply with any request made under the provisions of sub-article

(1) or, in complying with any such request, wilfully or recklessly

furnishes any false information, the Registrar may certify the

obstruction or the refusal or the false information under his hand to

the court, and the court may thereupon inquire into the case and

deal with the offender in like manner as if he had been guilty of

contempt of the court.

COMMERCIAL PARTNERSHIPS

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 194 Inspection, etc., of documents kept by Registrar. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

Saving the provisions of article 193(2), any person may -

(a) inspect the documents kept by the Registrar;

(b) require a certificate of the registration of any

partnership or a copy or extract of any other document,

to be certified by the Registrar

Provided that in relation to documents delivered to the

Registrar with a prospectus in pursuance of article 86(1)(b) and of

article 89(3)(a), the right conferred by this article shall be

exercisable only during the fourteen days beginning with the date

of publication of the notice prescribed in article 93.

Laws of Malta — Chapter 168 — COMMERCIAL PARTNERSHIPS ORDINANCE *

Art. 195 Power of Minister to make regulations. — COMMERCIAL PARTNERSHIPS ORDINANCE * Open official source

(1) The Minister may from time to time make regulations -

(a) respecting fees to be levied and paid in relation to the

registration, publication, inspection or issue of

documents, certificates, copies, or extracts, required or

allowed under this Ordinance;

(b) respecting the forms to be used for the purpose of this

Ordinance;

(c) prescribing anything that may be prescribed; and

(d) generally for any other matter incidental or

supplementary to any of the foregoing matters.

(2) Where in respect of any of the services or other acts to be

performed by the Registrar a fee is prescribed under sub-article (1),

the Registrar may decline to perform such service or other act until

the appropriate fee is paid; and any instrument, notice, return or

other document delivered, given or forwarded to the Registrar

under this Ordinance shall, if a fee is prescribed as aforesaid in

respect of the registration or publication thereof, be deemed not to

have been delivered, given or forwarded as required by this

Ordinance until the appropriate fee is paid.

COMMERCIAL PARTNERSHIPS