Business of Aftlliated Insurance) Regulations, 2000

Suppliment tal-Gazzetta tal-Gvern ta' Malta, Nru. 16,955,6 ta' Gunju, 2000

L.N. 99 of 2000

INSURANCE BUSINESS ACT, 1998

(ACT NO. XVII OF 1998)

Insurance Business (Continuance of Companies Carrying on

Business of Aftlliated Insurance) Regulations, 2000

IN exercise of the powers conferred by sections 62 and 64 of the

Insurance Business Act, 1998, the Minister ofFinance, after consultation

with the Malta Financial Services Centre, has made the following

regulations

The title of these regulations is the Insurance Business alation.

(Continuance of Companies Carrying on Business of Affiliated

Insurance) Regulations, 2000.

In these regulations, unless the context otherwise requires -

"the Act" means the Insurance Business Act, 1998;

"company" means a company fonned and registered under

Act No. xxv of

Part V of the Companies Act, 1995;

1995. and the words and expressions which are also used in the Act have the

same meanings as in the Act.

(1) Subject to the following provisions of this regulation -

Continuance of

r.ompanies carrying

on business of

(a) a body corporate, fonned and incorporated or registered affiliated inslll'8llCC.

in a country outside Malta, which is similar in nature to a company

and which would, if it were such a company, qualify to be

authorised under the Act to carry on business of affIliated insurance,

may be continued as a company fonned and registered under the

Companies Act, 1995 and authorised under the Act to carry on

business of affiliated insurance; and

(b) a company authorised under the Act to carry on business

of affiliated insurance may be continued as a body corporate

incorporated or registered under the laws of a country outside Malta,

in either case by complying with the following provisions of this

regulation; and the Companies Act, 1995 shall, in respect of such bodies

corporate or companies carrying on business of affIliated insurance

(hereinafter, in this regulation, referred to as "affiliated insurance

companies"), have effect accordingly.

(2) Continuance as aforesaid may only take place if it is

within the power of such body or affiliated insurance company so to

continue and the continuance is approved -

(a) in the case of a body formed and incorporated or

registered in a country outside Malta desiring to continue as an

affiliated insurance company under the Act, in such manner, by

such constituted body and with such majority as would be

equivalent, under the laws of the country of its incorporation or

registration and according to the instrument whereby it is

constituted, of an extraordinary resolution under the laws ofMalta;

and

(b) in the case of an affiliated insurance company desiring

to continue under a foreign jurisdiction, by an extraordinary

resolution of the company.

(3) Where continuance as aforesaid entitles or requires the

body corporate or affiliated insurance company, as the case may be, to

redeem the interest of dissenting persons whose approval is required,

such interest may be redeemed on such terms as may be agreed or as

the courts in Malta may, on demand of either party, establish.

(4) The continuance of a body corporate formed and

incorporated or registered in a country outside Malta as an affiliated

insurance company in Malta shall be effected by an instrument of

continuance containing, in addition to the declarations relating to the

continuance, the equivalent of a memorandum and articles of a company

as is required by the Companies Act, 1995 in order that a company may

be authorised under the Act as an affIliated insurance company, and

showing on the face of it that the continuance has been approved as

provided in paragraph (2) of this regulation.

(5) The delivery of the instrument of continuance to the

Registrar of Companies shall, for all purposes of the Companies Act,

1995, be equivalent to the delivery of the memorandum and articles of

a company as if it were a company to be formed and registered under

that Act; and the Registrar of Companies shall treat it accordingly.

(6) Upon its registration as provided in paragraph (5) of

this regulation, and its authorisation under the Act, the body corporate

shall cease to be a body corporate under its previous jurisdiction and

shall continue its corporate existence, and retain all its assets, rights

and liabilities as a company otherwise formed and registered under the

Companies Act, 1995 and authorised under the Act.

(7) The continuance of an affiliated insurance company as a

body corporate under a foreign jurisdiction shall not take place unless -

(a) such continuance (or similar process, including

conversion) is permitted by the law of such foreign jurisdiction

and in accordance with such provisions thereof as may bring about

such continuance (or similar process); and

(b) such continuance (or similar process) will operate the

continuation of the corporate existence of the affiliated insurance

company as, or its conversion into, a body corporate which will

continue to retain or will succeed to all the assets, rights and

liabilities of the affiliated insurance company.

(8) Notwithstanding the foregoing provisions of this

regulation, an affiliated insurance company shall not cease to be a

company subject to Maltese jurisdiction until the Registrar of Companies

has received notice in writing of the continuance (or other process)

made as aforesaid and unless and until, being satisfied that the

requirements of this regulation have been complied with, he has

registered such continuance and has, in consequence thereof and by

virtue of this regulation, struck the name of the company off the register.