Business of Insurance) Regulations, 2003

Suppliment tal-Gazzetta tal-Gvern ta’ Malta, Nru. 17,494, 31 ta’ Ottubru, 2003

L.N. 335 of 2003

INSURANCE BUSINESS ACT

(CAP. 403)

Insurance Business (Continuance of Companies Carrying on

Business of Insurance) Regulations, 2003

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

Insurance Business Act, the Minister of Finance and Economic Affairs,

after consultation with the Malta Financial Services Authority, has made

the following regulations:-

(1) The title of these regulations is the Insurance Business Citation and

(Continuance of Companies Carrying on Business of Insurance) commencement.

Regulations, 2003.

(2) These regulations shall come into force on the 3 rd

November, 2003.

In these regulations, unless the context otherwise Interpretation.

(1)

requires-

“the Act” means the Insurance Business Act;

“approved country or jurisdiction” means such country or

jurisdiction as may be established from time to time by guidelines

issued by the Registrar of Companies pursuant to the Continuation L.N.344 of 2002

of Companies Regulations, 2002;

“authorised company” means a company authorised to carry

on business of insurance, or to act as an insurance manager under

the Act, or a company enrolled in the Brokers List under article 13

of the Insurance Brokers and Other Intermediaries Act, and Cap. 404.

“authorised” shall be attributed the same meaning;

“the Authority” means the competent authority appointed

under article 3 of the Act;

“business of insurance” shall include the activities of an

insurance manager, and the business of insurance broking carried

on by an enrolled company under the Insurance Brokers and Other

Intermediaries Act;

“company” means a company formed and registered under

Part V of the Companies Act, and in respect of an insurance

manager and company enrolled in the Brokers List shall include

reference to a “partnership en commandite” or to a similar or

equivalent body corporate which has its capital divided into shares;

“Continuation Regulations” means the Continuation of

Companies Regulations, 2002, made under subarticle (4) of article

425 of the Companies Act;

“instrument of continuation” includes any document or

certificate confirming that a company has been registered as

continuing in an approved country or jurisdiction other than Malta;

and words and expressions which are also used in the Act shall in these

regulations have the same meanings as in the Act.

(1) An entity which is -

(a) a body corporate, registered, incorporated or constituted

under the laws of an approved country or jurisdiction outside Malta,

and carrying on business of insurance, which is similar in nature

to a company as known under the laws of Malta and which would,

if it were such a company, qualify to be authorised under the Act,

or the Insurance Brokers and Other Intermediaries Act, may, subject

to the specific approval of the Authority, be continued as a company

formed and registered under the Companies Act, and authorised

under the Act or the Insurance Brokers and Other Intermediaries

Act, as the case may be, to carry on business of insurance; and

(b) an authorised company, carrying on business of

insurance authorised under this Act or the Insurance Brokers and

Other Intermediaries Act, may, subject to the specific approval of

the Authority, be continued as a body corporate registered,

incorporated or constituted under the laws of a country outside

Malta,

in either case by complying with these regulations and with the

provisions of the Continuation Regulations

Provided that, in the event of incompatibility or conflict, the

provisions of these regulations shall prevail.

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

within the power of such body or company carrying on business of

insurance so to continue and the continuance is approved -

(a) in the case of a body corporate formed, incorporated or

registered under the laws of an approved country or jurisdiction

outside Malta, desiring to continue as a company carrying on

business of insurance under the Act or the Insurance Brokers and

Other Intermediaries Act, as the case may be, 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 of Malta;

and

(b) in the case of an authorised company desiring to continue

under a foreign jurisdiction, by an extraordinary resolution of the

shareholders of the company.

(3) Where continuance as aforesaid entitles or requires the

body corporate or company carrying on business of insurance, 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 registered,

incorporated or constituted in a country outside Malta as a company

carrying on business of insurance in Malta shall be effected by an

instrument of continuation containing, in addition to the declarations

relating to the continuance, the equivalent of a memorandum and articles

or equivalent deed of partnership as is required by the Companies Act,

in order that a company may be authorised under the Act or the Insurance

Brokers and Other Intermediaries Act, as the case may be, as a company

carrying on business of insurance, and showing on the face of it that the

continuance has been approved as provided in sub-regulation (2) of

this regulation.

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

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

be equivalent to the delivery of the memorandum and articles of a

company or to the deed of partnership, as the case may be, 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 sub-regulation (5)

of this regulation, and its authorisation under the Act, or the Insurance

Brokers and Other Intermediaries Act, the body corporate shall cease

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

its corporate existence under the laws of Malta, and retain all its assets,

rights and liabilities as a company otherwise formed and registered under

the Companies Act, and authorised under the Act or the Insurance

Brokers and Other Intermediaries Act, as the case may be.

(7) The continuance of a company carrying on business of

insurance 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 company carrying

on business of insurance as, or its conversion into, a body corporate

which will continue to retain or will succeed to all assets, rights

and liabilities of such company.

(8) Notwithstanding the foregoing provisions of this

regulation, a company carrying on business of insurance 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.

The Insurance Business (Continuance of Companies Carrying

2000. on Business of Affiliated Insurance) Regulations, 2000 are hereby

repealed.

Mitbug[ fl-Istamperija tal-Gvern — Printed at the Government Printing Press