44 tal-1997

or 1997

L. N. 44

COMPANIES ACT, 1995

(ACT NO. XXV OF 1995)

COMMERCIAL ,'ARTNI-:RSHIPS ORDINANCE

(CAP. HiS)

Companies Act (hes) Regulations , 1997

IN eKercise of the powers confe rred by sec tion 425 of the

Companies Act. 1995 and by section 195 of the Commercial Partnerships

O rdinance. the Minister of Finance and Commerce has made the

following regulations:-

I . (J ) These regulations may be cited a. the Companies Act

(Fees) Regulations: 1997.

(2) These regulations shall come into force on the 2nd April,

1997.

F""

(Regu]atiofl 2)

(a) Registration of any commercial

partnership whose authorised capital or

lo[al contribut ions. as the case may be

Lm lOO

do nO( exceed Lm2.ooo

(i)

exceed Lm2,ooo bul do nO(

Lm lOO with the: addition of Lm6 for

(ii)

each Lm 1 ,000 or part thereof in excess

exceed Lm5,ooo

o f Lm2.ooo

Lml18 with the addi tion of Lml for

(i ii) e xceed LmS.ooo but do

each Lrn 1,000 or pan thereof in e xcess

not exceed Lm 100.000

of LmS,OOO

Lm21 3 w ith the addition of 40c for

exceed LmlOO,OOO

(iv)

each Lml ,000 or pan thereof in excess

of Lm lOO.OOO u p to a maxi mum o f

Lm573.

(b) Re gistration of documents

delivered to the Registrar of Companies in

co m pl ia nce w ith section 385 of the

Companies Act. 1995

In the case where the registered capi tal of the oversea compan y -

8 267

LmIOO

does nO! exceed Lm2,ooo

(i)

Lm 100 with the addition of Lm6 for

(ii) cxceedsLm2.ooobUldoes

each Lm 1.000 or part thereof in excess

nO! exceed Lm5.ooo

of Lm2 .000

Lm 118 with the addition of Lm I for

(iii) cxcceds Lm5.ooo but does

each Lm 1.000 or pan thereofin excess

not exceed Lm 100.000

ofLm5,OOO

Lm213 with the addition of 40c for

(IV)

exceedsLmlOO.ooo

each Lm 1.000 or pan them)f in excess

of Lm 100.000

In the case where an oversea company does nO! have a registered capital -

(i) wh ere th e num ber of

Lm lOO

members stated in the instrument

constituting the company does not

exceed 25

LmIOO wi th the addition of Lm6 for

(ii) where Ihe number of

each 25 members or fnction thereof

members stated in the instrumen t

in excess of the first 25

exeeeds 25 but does not exceed 100

Lml18 with lheaddition ofLml for

(iii) where the number of

each 50 members or fraction thereof

members staled in the instrume nt

in excess of the first 100

exceeds 100 but is not unl imited

Lm186

(iv ) wh ere the num ber of

members is unlimited

Provided that the total of the fees payable by any company by reference to

its membersh ip shall in no case exceed Lm186

Provided further that in no case shall the registration fee exceed Lm573.

An amount equal to the difference. if

(cl Registrnlion of an increase in the

any. between the amount of fees whic h

authorised capital or total contributions of

any com mencal partnership. including the

wo uld have been pay able on first

registered capital of an oversea com pany

registrat ion by refe rn ce to the

authorise d

ca pital

or Iota I

contrib uti ons of the partnership as

increased and the amount of fees

which would have been so payable by

reference to the authorised capital or

total contributions of the partnership

immediately before the increase.

Where as a result of the conversion,

(d) Registration of a conversion o f

t he autho ri sed capital or total

a commercial pannership

contributions of the converted

partnership is greater than the

authorised capital or tOlal contributions

of the partocrship immediately before

the conversion, an amount equal to the

difference, if any, between the amount

offees which would have been payable

on first registration by reference to the

authorised capital or total contibutions

of the convened partnership and the

amouon! of fees which would have

been so payable by refe rence to the

authorised capital or total contibutions

orthe partnership immediately before

the conversion.

(e) Registration of an amalgamation

of commercial partllCl1Ihips

In the case o f an amalgamation of two or more partnerships by the merger of one or

more partnerships with another el[isting partnership (the acquiri ng partnership) -

Where as a result of the amalgamation,

the au t horised capital or total

contributions of the acquiring

part nership is g reater than the

authorised capital or total contributions

of the partnership immediately before

the amalgamation, an amount eq ual to

the difference, if any, between the

amount of fees which would have been

payable on first registration by

reference to the authori.sed capital or

total contibut ions of the acqui rin g

partnership and the amouon t of fees

which would have been so payable by

reference to the authorised capital or

total comibutions of the pannel1lhip

immediately before the amalgamation .

In the case of an arnalgarnalK>n oflwo or more partnerships by lhe formation

of a new panncrship inSlead of the existing pannerships-

An amounl hy reference 10 the

authorised capital o r 10lal

contributions of the new partnership,

as provided in paragraph (a) of Ihis

Schedule.

Registration of a division of a

(f)

company

In the case of a division of a company by acquisilion -

Where as a result of lhe division, Ihe

aU lhorised capital of any of the

existing companies is grealer Ihan its

authorised capital immediately before

the division, in respect of each such

company. an amount equal 10 Ihe

difference, if any. between the amounl

of fees whic h would have been

payable on firsl registralion by

reference to the authorised capital of

such company following the division

and the amount of fees whkh would

have been so payable by reference 10

the au th orised capita l of such

company immedialely before the

division .

In the case of a division of a company by the fonnalion oflwo or more new

companies -

In rcspoct of each new company, an

amounl by reference 10 the authorised

capilal of each such company. as

provided in paragraph (a) of this

Schedule.

(g)

Registration of an annual

'renu'll of a company

In lhe case where the authorised share capital of the company or of the

o\'ersta company -

(i) does nOl exceed LmS.ooo

(ii) exceeds LmS.ooo but does

not exceed LmSO.ooo

LrnlOO

(iii) exceeds LmSO,OOO but

does not exceed 1m 100.000

Lrnl'"

( iv)

exceeds Lm 100,000 but

does not exceed LmSOO.ooo

Lrn200

(v)

exceeds LmSOO.ooo

Lm250

(h) Registra tion of documen ts

delivered to the Registrar of Companies in

co mp liance with section 387 of the

Companies Act, 1995 or section 180 of tne

Commercial Partnerships Ordinance;

For every copy per Sheel;

(i)

Hi<

U>

For a cenificale regarding lrue

COpIes

For any Oilier cen ificate issued

(k)

upon the request of any person

Lml

( I> For

every inspeclion of

doc uments of each c0D1111erical pannership

in paper fonnu.l

Lm I per file

(m)

Fortheinspeclionofdocuments

of commercial pannerships in electronic

formal

Lml perhourorpanlhereof.

TIle fees prescribed in the Schedule to these regulations shall

be the fees to be levied in relali on to the registration of commercial

partnerships and the registration. inspection or issue of documents.

cenificates. copies or elllracts under the Companies Act. 1995 and the

Commercial Partnerships Ordinance.

--

Where the share capital of a company is ex.pressed in a cunency

other than Maltese Liri. the fees prescribed by these regulations in COJIiIaI" in

relation to the registration of documents. shall be levied on the basis of

the Maltese Liri equivalent of such (){he r currency. calculated on the

date 00 which a document is deli "ered. given to or served on the Registrar

for registration: and the exchange rate to be used shall be the average of

the buying and selling r,lIes prevailing on the date aforesaid.

(I) Save as otherwise provided in paragraph (2) of thi s

regula t ion. regulation 2 of the Fees and Fo rms (Commerci al

Partnerships) Regulations. 1965 and the Fi rst sclledule thereto. made WII . I) 0( 19M.

under the Commercial Pannerships Ordinance. are hereby repealed

and these regu lations shall. with immediate efftet from their coming

into force .appl y to commercial partnerships regulated by the Companies

Act, 1995 and to commercial pannerships which continue to be regulated

by the Commercial Partnerships Ordinance, in terms of the Companies

Act. 1995

Provided that nothing in these regul ations shall be deemed 10

affecllhe liability in respect of any fees due unde r the Fees and Forms

(Commercial Partnerships) Regu lations. 1965 prior to the coming into

force of these regulations.

(2) Notwithstanding anything contained in these regulations,

the Fees 3 1ld Forms (Commercial Panoerships) Regulations, 1965 made

under the Commercial Partnerships Ordinance, shall remain in force

and shall continue to have effect in relation 10 offshore companies fonned

and registe red under the Malta Financial Se rvi ces Centre Act, and the

provisions of these reg ulations shall not apply thereto.