32 tal-2011 - Regolamenti tal-2011 dwar Organizzazzjonijiet Eżistenti Taħt it-Tieni Skeda tal-Kodiċi Ċivili

L.N. 32 of 2011

CIVIL CODE

(CAP.16)

Civil Code (Second Schedule) (Existing Organisations)

Regulations, 2011

BY VIRTUE of the powers conferred by article 24 of the

Second Schedule of the Civil Code, the Minister responsible for

justice has made the following regulations:-

The title of these regulations is the Civil Code (Second Citation.

Schedule) (Existing Organisations) Regulations, 2011.

In these regulations, unless the context otherwise requires

Interpretation.

"authenticated" means signed by two administrators currently in

office;

"existing organisations" means organisations

(a)

which are foundations,

associations,

hybrid

organisations or otherwise;

(b)

established and existing under the laws of Malta as

on the 1 st April, 2008;

(c)

established in writing, whether by public deed,

private writing, resolution or otherwise,

and which have not been registered in accordance with the Schedule;

"Schedule" means the Second Schedule of the Civil Code; and

"statute" means the statute or such part of the constitutive

instrument which governs the objects, structure and procedures of any

existing organisation as the same may have been amended.

(1)

Notwithstanding the provisions of the Schedule, Registration of

existing organisations may be registered in accordance with the existing

organisations.

Schedule on presentation of

(a)

if the existing organisation was not established by

public deed, a notarised copy of the deed of enrolment and its

annexes, in accordance with regulation 4;

(b)

if the existing organisation was established by

public deed

(i) a notarised copy of the constitutive public

deed and a notarised copy of all amending public deeds, if

(ii) a sworn declaration made by the

administrators or their delegate before a Notary Public

listing the constitutive public deed and all amending public

deeds, if any, relating to the existing organisation; and

(iii) a notarised copy of the Statement of

Compliance made in accordance with regulation 6 so that

the existing organisation complies with the requirements of

the Schedule in respect of the content of the statute; and

(c)

the payment of the applicable fees.

(2) The Registrar shall register the existing organisation on the

basis of the aforesaid documents.

When an existing organisation was not established

by means of a public deed, the administrators, or their delegate, shall

enrol with a Notary Public

(a)

the constitutive instrument and statute executed at

the time of the establishment of the existing organisation;

(b)

the declaration required to be made in terms of

regulation 5; and

(c)

the Statement of Compliance in accordance with

regulation 6.

The date of establishment of the existing organisation shall be

confirmed by the Notary Public and shall be recorded expressly in the

deed of enrolment.

(2) In the event that since the date of establishment there have

been amendments to the statute, the administrators shall also provide

the said Notary Public with either

(a)

the authenticated consolidated amended statute up

to such date; or

(b)

the authenticated copy of all amending resolutions,

deeds or instruments.

(3) In the case of private foundations, the deed of enrolment

shall be treated in the same manner as a deed of private foundation

and article 31 of the Schedule and any rules relative thereto shall

apply mutatis mutandis.

(4) A separate deed of enrolment shall be required for each

existing organisation.

(1)

The administrators, or their delegate, who deliver Declaration.

the documents referred to in regulation 4 must declare to the Notary

Public, who shall record the declaration in the deed of enrolment, as

applicable

(a)

in the case referred to in regulation 4(1)(a), that the

constitutive instrument executed at the time of the establishment

of the existing organisation, including any statute which it may

have contained or had annexed to it at the time, is the currently

operative document and has not been amended to date; or

(b)

in the case referred to in regulation 4(2)(a), that the

statute delivered to the Notary Public is the authenticated

consolidated amended statute up to such date; or

(c)

in the case referred to in regulation 4(2)(b), that the

resolutions, deeds or instruments delivered to the Notary Public

are an authenticated copy of all amending resolutions, deeds or

instruments up to such date.

(2) The Notary Public shall warn the persons making any of

the above declarations of the importance of truthfulness of such

declarations.

(1)

The administrators shall confirm observance by the The contents of

existing organisation to the requirements of the Schedule in a the

Compliance.

Statement of Compliance. This Statement of Compliance shall refer

to the statute of the existing organisation and shall provide the

relevant information where this is absent regarding

(a)

the registered address in Malta;

(b)

the purposes or objects;

(c)

the constitutive assets with which it was formed, if

applicable;

(d)

the method or process by which membership is

granted to applicants, if applicable;

(e)

the mode of procedure during general meetings, if

applicable;

(f)

the composition of the board of administration and

the names of the current administrators, and to the extent that

the number of administrators is below the required minimum,

the appointment of a person or persons to fill any vacancy;

(g)

the manner in which administrators are elected to

and removed from office, if applicable;

(h)

the legal representation;

(i)

the term for which it is established, if any;

(j)

in the case of an organisation the administrators of

which are non-residents of Malta, the name and address of a

person resident in Malta who has been appointed to act as the

local representative of the existing organisation in Malta;

(k)

in the case of a private foundation, either the names

of beneficiaries, or, in the absence of such indication, a

declaration that the existing foundation is constituted for the

benefit of beneficiaries, in which case an appropriate

beneficiary statement in accordance with article 29(4)(i) of the

Schedule must be in the possession of the administrators; and

(l)

any other matter which, were it not for this

regulation, would not permit the organisation to be registered.

(2) The Statement of Compliance is not required to address

non-compliance as to

(a)

the legal form; and

(b)

the name of the existing organisation, which matter

is regulated by regulation 7.

(3) The Statement of Compliance shall be signed by all the

administrators in office or their delegates and for the purpose of this

regulation all administrators shall be deemed to have the power to

delegate their function.

(4) When the statute of an existing organisation has been

drawn up by public deed, any Statement of Compliance made in

relation to such statute must also be made by public deed.

(1)

The Registrar shall register an existing organisation Name.

without its name being changed even if this is not in conformity with

the requirements of article 29(4)(a) of the Schedule relating to

foundations or any other article imposing rules on the names of

organisations.

(2) An existing organisation shall change its name only if

those persons who have the power to change the name, in accordance

with the statute or applicable law, approve such change in the manner

required by the statute or by applicable law.

(1)

Notwithstanding anything stated in the constitutive Power of

instrument or statute of an existing organisation, the board of administrators

to amend the

administrators shall have all the necessary powers and authority to statute

comply with the

supplement or amend the statute which, were it not for this regulation, Schedule.

could not be registered.

(2) The board of administrators shall also have the power to do

all related and ancillary acts to bring the statute in line with the

requirements of the Schedule.

(1)

When an existing organisation has been registered Administrators

in accordance with these regulations, the administrators shall notify, to

interested

in writing, all interested parties within the existing organisation as to parties.

how the statute of such existing organisation has been supplemented

or amended to bring the existing organisation in compliance with the

Schedule to permit registration and that it has been registered.

(2) In case of a private foundation, notwithstanding that there

may be other interested parties, only those persons entitled to

information about the foundation and its terms according to law shall

be so notified.

(3) For the purposes of this regulation, "in writing" shall be

satisfied by a notice in two daily newspapers, one in the English

language and one in the Maltese language, notifying that the existing

organisation has made certain changes to its statute in order to bring it

in compliance with the Schedule and informing any interested parties

that a Statement of Compliance listing the changes made is available

to such persons on demand, on submission to the administrators of

satisfactory proof of interest.

(1)

When an existing organisation has already been Existing

registered on the basis of ad hoc arrangements, due to the fact that the organisations

which are

constitutive deed or statute of such existing organisation did not already

registered on the

strictly comply with the requirements of the Schedule, the facility coming into

provided by these regulations may be utilised by the administrators of force

regulations.

any such organisation, at their discretion, so as to bring the statute of

such organisation fully in compliance with the requirements of the

Schedule.

(2) In such cases, only a notarised copy of the Statement of

Compliance made in accordance with regulation 6 shall be presented

to the Registrar who shall register the same in the register of the

relevant organisation.

€0.56