Companies Act (Forms) (Amendment) Regulations, 2007

L.N. 214 of 2007

COMPANIES ACT

(CAP. 386)

Companies Act (Forms) (Amendment) Regulations, 2007

IN exercise of the powers conferred by article 425 of the

Companies Act, 1995, the Prime Minister and Minister of Finance,

has made the following regulations:-

These regulations may be cited as the Companies Act Citation.

(Forms) (Amendment) Regulations, 2007, and shall be read and

construed as one with the Companies Act (Forms) Regulations, 1996, L.N. 101 of 1996.

hereinafter referred to as “the principal regulations”.

Form B (1)

No. of Company ……………………….

COMPANIES ACT

(CAP. 386)

Notice of a resolution for dissolution and consequential voluntary winding up

Pursuant to Article 265 (1)

Name of Company ……………………………………………………………………..

Delivered by ……………………………………………………………………………

To the Registrar of Companies

(a)

……………………………………………………………………………………….

hereby gives notice in accordance with Article 265 (1) of the Companies Act, that it

has passed an extraordinary resolution dated………………………….for its

dissolution on the …………………………. and consequential voluntary winding up.

A declaration in accordance with Article 268 (1) of the Companies Act has/ has not*

been made by the directors.

Name and signature………………...............

Director/Secretary/Manager*

Dated this…………………………day of……………………….of the year………….

This form must be completed in typed form.

a)

State company name.

*

Delete as necessary.

B

Form F (2)

No. of Partnership/Company ........................

COMPANIES ACT

(CAP. 386)

Notification by partnership/company* of the resignation of an auditor.

Pursuant to Article 159(3)/ Article 66(3)

Name of Partnership/Company ............................................................................

Delivered by ........................................................................................................

To the Registrar of Companies

(a)

hereby gives notice in accordance with Article 159 (3)/ Article 66(3)* of the

Companies Act, 1995 that ....................................................................... has

resigned from the post of auditor of the partnership/company* with effect

from………………………………

Name and signature............................

Partner/Director/Secretary/Manager*

Dated this .....................day of ......................................of the year.......................

This form must be completed in typed form.

a) State partnership/company name.

* Delete as necessary.

Form M

COMPANIES ACT

(CAP. 386)

Information pursuant to Article 385 (1) by an oversea company establishing a branch or

place of business in Malta

Name of Oversea Company

To the Registrar of Companies

The following documents and returns are hereby being delivered for registration pursuant to

Article 385 (1) of the Companies Act by (a) ..................................................................., a

company incorporated or constituted in (b) .................................................................., and

which has a branch or place of business in Malta at (c) ...........................................................

(i)

One authentic copy of the charter, statutes or memorandum and articles of the

oversea company or other instrument constituting or defining the constitution

of the said company, and, if the instrument is not written in the English or

Maltese language, a translation thereof into either of such languages, certified

to be a correct translation;

(ii)

Lists (i) and (ii) found in Section A of this Form, pursuant to Article 385

(1)(b);

(iii)

The return found in Section B of this Form, pursuant to Article 385 (1)(c);

(iv)

The return found in Section C of this Form, pursuant to Article 385 (1)(d).

B

SECTION A

Particulars of Directors/ Company Secretary/ where the company does

not have directors or a company secretary, the persons vested with the

administration of the company, on the date of this return. *

In the case of an Individual

Name and Surname

Usual Residential

Nationality

Business Occupation

ID / Passport No.

Address

AND

In the case of a Body Corporate

Its Registered or corporate name

Registered or principal office

Particulars of persons vested with the representation of the company on

the date of this return

In the case of an Individual

Name and Surname

Usual Residential

Nationality

Business Occupation

ID / Passport No.

Address

AND

In the case of a Body Corporate

Registered or corporate name

Registered or principal office

B

SECTION B

The above-mentioned oversea company has established a branch or place of business

in Malta under the name of (d) …………………………………………………………

at (e) ………………………………………… and intends to carry out the following

activities in Malta: (f) ………………………………………………………………..

The following person/s , who is/are resident in Malta is/are authorised to represent the

oversea company

Name and surname

Usual residential address

Nationality

ID/Passport No.

The above-mentioned individual/s has/ve the following powers of representation of the

(g)

…………………………………………………..

above-mentioned oversea company

These powers may be exercised alone /must be exercised jointly with * (h) ..……..……

…………………………………………………

SECTION C

The

abovementioned

oversea

company,

which

is

constituted

as

(i)

………………………………………………, is registered in the Register of

(j)

………………………………………….with the following Registration number

(k)

………………….

Name and signature …………................................

Director/Company Secretary/ Manager *

Dated this ...........................day of ......................................................of the year....................

B

This form must be completed in typed form.

(a)

State company name.

(b)

State country of incorporation or constitution.

(c)

State address of the branch or place of business in Malta.

(d)

State the name under which the branch or place of business is carrying on its

activities.

(e)

State address of the branch or place of business in Malta. Where more than one

branch or place of business has been established in Malta, there shall also be

indicated the address of the principal branch or place of business.

(f)

State the activities to be carried out by the branch or place of business

established in Malta.

(g)

State the extent of the authority of the abovementioned individual/s who is/are

authorized to represent the oversea company.

(h)

Where the above-mentioned powers must be exercised jointly with the other

representatives or with third parties, indicate the name and ID/ passport

number of such other persons.

(i)

Indicate the legal form of the oversea company.

(j)

Indicate the name of the register in which the oversea company is registered.

(k)

Indicate the number with which the oversea company is registered.

Delete as necessary.

B

Form U

No. of Company .................................

COMPANIES ACT

(CAP. 386)

Notice of claim for extension of period allowed for laying accounts by company

(a)

carrying on business or having interests outside Malta

Pursuant to Article 182 (3)

Name of Company

Delivered by ....................................................................................................................

To the Registrar of Companies :-

I .................................................................................................................................

(b)

being a director of

hereby give notice in accordance with Article 182(3) of the Companies Act that the

company is carrying on business, or has business interests to the extent of more than

ninety percent outside Malta and hereby claim an extension to eighteen months of the

period allowed under Article 182(2) in relation to the accounting period ended/ending

(c)

Name and Signature ...............................................

Director

Dated this ....................... day of ...................................................... of the year

This form must be completed in typed form.

(a) This notice is to be given before the end of the period allowed for laying

accounts

(b) State company name.

(c) State accounting reference date.

B

Form W

No. of Oversea Company .........................................

COMPANIES ACT

(CAP. 386)

Return of alterations in the names or particulars of the directors/ company

secretary/ or the persons vested with the administration or representation of an

oversea company

Pursuant to Article 386 (b)

Name of Oversea Company

Delivered by

To the Registrar of Companies

Return of alterations in the directors or company secretary or the persons vested with

the administration or the representation of an oversea company, or in the particulars

specified under article 385(1)(b) of the Companies Act.

Particulars of alterations

Effective date of alterations:……………..

Name and signature.................................

Director/ Company Secretary/ Manager *

Dated this ........................... day of ..................................of the year .............

This form must be completed in typed form.

* Delete as necessary.

B

FORM X

No. of Oversea Company .............................

COMPANIES ACT

(CAP. 386)

Return of alterations in the names or addresses of the individuals authorised to

represent an oversea company in Malta

Pursuant to Article 386 (c)

Name of Oversea Company

Delivered by

To the Registrar of Companies

Return of alterations in the names or addresses of the individuals authorised to

represent an oversea company for the activities of the branch or place of business

established in Malta.

Particulars of alterations

Effective date of Alterations…………………………

Name and Signature……………………………………

Director/ Company Secretary/ Manager *

Dated this ........................... day of ..................................... of the year .....................

This form must be completed in typed form.

* Delete as necessary.

B

The Schedule to the principal regulations shall be amended Amendment of the

Schedule to the

as follows:-

principal

regulations.

(a) forms B1, F(2), M, U, W, and X shall be substituted

by the new Forms B1, F(2), M, U, W and X found in Schedule

A to these regulations;

(b) forms N and O thereof shall be deleted;

(c) the new Forms E(1), L(4), Q, U(1), Y, Y(1), Y(2) and

Y(3) in Schedule B to these regulations shall be added to the

Schedule to the principal regulations.

B

Form E (1)

No. of Partnership ……………………….

COMPANIES ACT

(CAP. 386)

Notice of completion of winding up

Pursuant to Article 49(2) / Article 52 in respect of Partnership en nom collectif

and en commandite or limited partnership

Name of Partnership

………………………………………………………………………………………...

Delivered by

…………………………………………………………………………………………

To the Registrar of Companies

We, (a) ………………………………., being all the partners of (b) …………….,

hereby give notice in accordance with Article 49 (2) of the Companies Act that the

winding up of the partnership has been completed on …………………. and the name

of the partnership can be struck off the register.

Names and signatures……………….…...............

Partners*

Dated this ………………………… day of ………………… the year ………………..

This form must be completed in typed form.

(a) State name and ID/passport number of each partner.

(b) State name of partnership.

* To be signed by each of the partners.

B

Form L (4)

No. of Company ……………………………

COMPANIES ACT

(CAP. 386)

Liquidator's Statement with respect to pending winding up

Pursuant to Article 322 (1)

Name of Company ……………………………………………………………………..

Delivered by ……………………………………………………………………………

To the Registrar of Companies

I/We, (a) …………………………………………………………, being the Liquidator/s

of (b) ………………………….hereby submit a statement in accordance with Article

322 (1) of the Companies Act with respect to the proceedings in and position of the

winding up of the said company drawn up in respect of the period commencing from (c)

…………………up to (d) ………………..

REALISATIONS

DISBURSEMENTS

Date

Received

Nature of

Amount

Date

To

Nature of

Amount

from

Assets

Lm

Whom Disbursements

Lm

Realised

paid

Brought

Brought

forward….

forward….

Carried

Carried

forward….

forward….

NOTE:- No balance should be shown on this Account, but only the total Realisations

and Disbursements, which should be carried forward to the next Account.

B

ANALYSIS OF BALANCE

Lm

Total Realisations

Total Disbursements

Balance

This Balance is made up as follows

1. Cash in hands of liquidator

2. Balance at Bank including balance at date of

commencement of winding up

Other

Balance as shown above

NOTE:- The liquidator should also state -

1. The amount of the

Assets (after deducting amounts charged

estimated assets and

to secured creditors and debenture

liabilities at the date of

holders)…………………………………. Lm

the commencement of

winding-up.

Liabilities

Secured creditors …………

Lm

Unsecured creditors ………

Lm

2. The total amount of the Paid up in cash …………………………. Lm

capital paid up at the date Issued as paid up otherwise than for

of commencement of the cash…………………….

Lm

winding-up.

3. The general description

and estimated value of

outstanding assets (if

any).

B

The causes which are

delaying the termination

of the winding-up.

The period within which

the

winding-up

is

expected

to

be

completed.

Name and Signature …………………………

Liquidator/s (e)

Dated this ……………………. day of ……………………. of the year ……………

This form must be completed in typed form.

(a) State name and ID/passport number of liquidator.

(b) State name of company.

(c) Insert date of commencement of the period covered by the statement.

(d) Insert date of the end of the period covered by the statement.

(e) To be signed by each liquidator, if more than one.

B

Form Q

No. of Company ……………………………

COMPANIES ACT

(CAP. 386)

Notification of change in registered office of a company

Pursuant to Article 79 (2)

Name of Company ……………………………………………………………………..

Delivered by ……………………………………………………………………………

To the Registrar of Companies

(a)

……………………………………………………………………………………...

hereby gives notice in accordance with Article 79(2) of the Companies Act, 1995 that

the company has changed its registered office to: ………………………………...........

Effective Date of Change ………………………………………..

Name and signature………………...............

Director/Secretary/Manager*

Dated this ……………………….. day of ……………….. of the year ….....................

This form must be completed in typed form.

(a) State company name.

* Delete as necessary.

B

Form U (1)

No. of Company .................................

COMPANIES ACT

(CAP. 386)

Notice of claim for extension of period allowed for laying accounts by oversea

(a)

company carrying on business or having interests outside Malta

Pursuant to Article 182 (3)

Name of Company

Delivered by ....................................................................................................................

To the Registrar of Companies :-

I .................................................................................................................................

(b)

being a director/ representative* of

hereby give notice in accordance with Article 182(3) of the Companies Act, 1995 that

the branch is carrying on business, or has business interests to the extent of more than

ninety percent outside Malta and hereby claim an extension to eighteen months of the

period allowed under Article 182(2) in relation to the accounting period ended/ending

(c)

Name and Signature ...............................................

Director/ Representative*

Dated this ....................... day of .............................. of the year ...................

This form must be completed in typed form.

(a) This notice is to be given before the end of the period allowed for laying

accounts

(b) State company name.

(c) State accounting reference date.

* Delete as necessary. Representative means the individual authorised to

represent the oversea company in Malta.

B

Form Y

No. of Oversea Company ……………………………

COMPANIES ACT

(CAP. 386)

Notification of closure of branch or place of business in Malta

Pursuant to Article 399A (1)(a)

Name of Oversea Company :…………………………………………………………..

Delivered by ……………………………………………………………………………

To the Registrar of Companies

The above company gives notice in accordance with Article 399A (1)(a) of the Companies

Act that it has closed its branch or place of business in Malta on

(a)

Name and signature………………...............

Director/Secretary/Manager*

Dated this ……………………….. day of ……………….. of the year ….....................

This form must be completed in typed form.

(a)

State date of closure of branch or place of business in Malta.

*

Delete as necessary.

B

Form Y(1)

No. of Oversea Company ……………………………

COMPANIES ACT

(CAP. 386)

Notification of dissolution or winding up of Oversea Company

Pursuant to Article 399A (1)(b)

Name of Oversea Company …………………………………………………………..

Delivered by ……………………………………………………………………………

To the Registrar of Companies

The above company gives notice in accordance with Article 399A(1)(b) of the Companies

Act that its dissolution or commencement of winding up has taken place on

(a)

_______________________________ and that it has become subject to

(b)

______________________________________________________, which proceedings

have been instigated by (c) _________________________________. It is hereby being

confirmed that the oversea company is / is not * dissolved or being wound up by an order of a

Court.

Name and signature………………...............

Director/Secretary/Manager/Liquidator

Dated this ……………………….. day of ……………….. of the year

This form must be completed in typed form.

(a)

State date of dissolution or commencement of winding up of oversea company.

(b)

Give a brief description of the winding-up or other proceedings to which the

oversea company has become subject to, specifying whether such proceedings

amount to insolvency proceedings, or an arrangement or composition, or any

analogous proceedings.

(c)

State whether the winding up proceedings have been instigated by (i) the

oversea company’s members, (ii) the oversea company’s creditors, or (iii) some

other specified person or persons.

*

Delete as necessary.

B

Form Y(2)

No. of Oversea Company ……………………………

COMPANIES ACT

(CAP. 386)

Notification of appointment of liquidator of Oversea Company

Pursuant to Article 399A (2)(a)

Name of Oversea Company ……………………………………………..

Delivered by ……………………………………………………………………………

To the Registrar of Companies

I / we * (a) ____________________________of (b) __________________________________,

exercising the profession of (c) _________________________________________give notice

in accordance with Article 399A(2)(a) of the Companies Act that that I / we* was / were*

appointed liquidator(s) of the company on (d) _______________________________.

(e)

It

is

hereby

being

confirmed

that

I/we

have

the

following

powers

Name and signature………………...............

Liquidator

Dated this ……………………….. day of ……………….. of the year

This form must be completed in typed form.

(a)

State name of liquidator.

(b)

State residential address.

(c)

State business or professional occupation.

(d)

State date of appointment.

(e)

Give a description of the liquidator’s powers together with an explanation of the

extent to which these powers are derived otherwise than from general law or the

company’s constitution

*

Delete as necessary.

B

Form Y3

No. of Oversea Company ……………………………

COMPANIES ACT

(CAP. 386)

Notification by the liquidator of an oversea company concerning

the termination of the winding up of the company

Pursuant to Article 399A (2)(b)

Name of Oversea Company ……………………………………………..

Delivered by ……………………………………………………………………………

To the Registrar of Companies

I / we * (a) _________________________of (b) _____________________________________,

being the liquidator(s) of the above company give notice that on (c)

________________________________ the winding up of the above company was

terminated.

Name and signature………………...............

Liquidator

Dated this ……………………….. day of ……………….. of the year

This form must be completed in typed form.

(a)

State name of liquidator

(b)

State residential address.

(c)

State date when the winding up of the above company terminated.

*

Delete as necessary.