Various Companies Laws (Amendment) Regulations, 2024

Suppliment tal-Gazzetta tal-Gvern ta’ Malta Nru. 21,208, 15 ta’ Marzu, 2024

L.N. 68 of 2024

COMPANIES ACT

(CAP. 386)

Various Companies Laws (Amendment) Regulations, 2024

IN EXERCISE of the powers conferred by article 425(1) of the

Companies Act, the Minister responsible for the registration of

commercial partnerships, has made the following regulations:-

The title of these regulations is the Various Companies Citation.

Laws (Amendment) Regulations, 2024.

The scope of these regulations is to fully transpose Scope.

Directive (EU) 2019/1151 of the European Parliament and of the

Council of 20 June 2019 amending Directive (EU) 2017/1132 as

regards the use of digital tools and processes in company law, and for

legal certainty in implementing Directive (EU) 2019/2121 of the

European Parliament and of the Council of 27 November 2019

amending Directive (EU) 2017/1132 as regards cross-border

conversions, mergers and divisions, and to provide for ancillary

matters thereto.

PART I

AMENDMENTS TO THE COMPANIES ACT (SYSTEM OF

INTERCONNECTION OF REGISTERS) REGULATIONS

This Part amends the Companies Act (System of Amendments to

Interconnection of Registers) Regulations and shall be read and the

Act (System of

construed as one with the Companies Act (System of Interconnection Interconnection

of Registers)

of Registers) Regulations, hereinafter in this Part referred to as the Regulations.

"principal regulations".

Regulation 6 of the principal regulations shall be Substitutes

regulation 6 of

substituted by the following new regulation

the principal

regulations.

(1) The documents and information which

" Cross-border

divisions, cross-border

the Registrar receives for registration in terms of the

conversions and cross-

border mergers.

Cross-border Divisions of Limited Liability Companies

Regulations, the Cross-border Conversions of Limited

Liability Companies Regulations and the Cross-border

Mergers of Limited Liability Companies Regulations,

shall be made publicly available through the system of

interconnection of registers.

(2) The Registrar shall ensure that a pre-

division, a pre-conversion or a pre-merger certificate is

made available through the system of interconnection

of registers.

(3) When the Registrar is required to transmit

the certificate indicated in sub-regulation (2) to other

registries or competent authorities designated to

scrutinise the legality of or to approve the cross-border

division, cross-border conversion or cross-border

merger, as applicable, the transmission of the same

certificate shall be made through the system of

interconnection of registers.

(4) The Registrar shall ensure that the

information related to the striking off of a Maltese

registered company as a result of a cross-border

division, cross-border conversion or cross-border

merger, and the information contained on the certificate

of completion of the same operation, shall be made

publicly

available

through

the

system

of

interconnection of registers.

(5) When the jurisdiction of the company

resulting from the cross-border division, cross-border

conversion or cross-border merger is Malta, the

notification that has to be sent by the Registrar

informing the registers of each of the companies

involved in the cross-border division, cross-border

conversion or cross-border merger that such operation

has taken effect, shall be sent through the system of

interconnection of registers.".

PART II

AMENDMENTS TO THE COMPANIES ACT (USE OF

DIGITAL TOOLS AND PROCESSES) REGULATIONS

5. This Part amends the Companies Act (Use of Digital Tools

and Processes) Regulations and shall be read and construed as one

with the Companies Act (Use of Digital Tools and Processes)

Regulations, hereinafter in this Part referred to as the "principal

6. Regulation 12 of the principal regulations shall be amended

(a)

sub-regulation (1) thereof shall be amended as

follows

(i) in paragraph (j) thereof, the words "the

memorandum and articles of the company; and" shall be

substituted by the words "the memorandum and articles of

the company;";

(ii) in paragraph (k) thereof, the words "striking-off

of the company from the register." shall be substituted by

the words "striking-off of the company from the register;

and"; and

(iii) immediately after paragraph (k) thereof, as

amended, there shall be added the following new

paragraph

"(l) the submissions necessary for conducting

a cross-border division, a cross-border conversion

and a cross-border merger by a company in

accordance with the provisions of the Cross-border S.L. 386.26.

Divisions of Limited Liability Companies

Regulations, the Cross-border Conversions of S.L. 386.27.

Limited Liability Companies Regulations and the S.L. 386.28.

Cross-border Mergers of Limited Liability

Companies Regulations, as may be applicable.";

(b) immediately after sub-regulation (2) thereof, there

shall be added the following new sub-regulation

"(3) The provisions of regulations 6 and 7 shall

mutatis mutandis apply to the filing of documents and

information under this regulation.".

Immediately after regulation 16 of the principal Adds new

regulation to the

regulations, there shall be added the following new regulation

principal

regulations.

All documents and information submitted to

the Registrar for registration as part of the formation of

a company, the registration of a branch, and any other

filing by a company or branch, shall be stored in the

register in a machine-readable and searchable format or

as structured data.".

PART III

AMENDMENTS TO THE CROSS-BORDER DIVISIONS OF

LIMITED LIABILITY COMPANIES REGULATIONS

8. This Part amends the Cross-border Divisions of Limited

Liability Companies Regulations and shall be read and construed as

one with the Cross-border Divisions of Limited Liability Companies

Regulations, hereinafter in this Part referred to as the "principal

regulations".

9. Regulation 3 of the principal regulations shall be amended

as follows

(a) the words " "company" means a limited liability

company formed in accordance with the Act," shall be

substituted by the words "company" means a limited liability

company formed in accordance with Maltese law,";

(b) the words " "recipient company" means a company

newly formed in the course of a cross-border division;" shall be

substituted by the words " "recipient company" means a

company newly formed in the course of a cross-border

division.".

10. In sub-regulation (8) of regulation 7 of the principal

regulations, the words "or other management bodies of the company."

shall be substituted by the words "or other administrative or

management bodies of the company or those of its subsidiaries.".

11. Regulation 10 of the principal regulations shall be amended

as follows

(a) in paragraph (c) of sub-regulation (1) thereof, the

words "a notice informing the members," shall be substituted by

the words "a copy of the notice informing the members," and the

words "concerning the draft terms of the cross-border division."

shall be substituted by the words "concerning the draft terms of

the cross-border division:" and immediately after there shall be

added the following new proviso

"Provided that the documents specified in this

sub-regulation may be filed with the Registrar for

registration entirely online."; and

(b) in sub-regulation (4) thereof, the words "may be

obtained online and free of charge." shall be substituted by the

words "may be obtained online and free of charge:" and

immediately after there shall be added the following new

proviso

"Provided that the information specified in this sub-

regulation may be submitted to the Registrar for

registration entirely online.".

12. Sub-regulation (2) of regulation 11 of the principal Amends

regulations shall be substituted by the following new sub-regulation: regulation

the principal

regulations.

"(2) The approval by the general meeting referred to in sub-

regulation (1) shall not be valid unless the extraordinary resolution

is approved in accordance with the requirements of the Act and is

adopted at least one (1) month after the publication of the

statement referred to in regulations 10(2) and (5), as may be

applicable.".

13. In sub-regulation (1) of regulation 14 of the principal Amends

regulations the words "on a website maintained by the Registrar." shall regulation

the principal

be substituted by the words "on a website maintained by the regulations.

Registrar:" and immediately after there shall be added the following

new proviso

"Provided that in the event of default in complying

with the aforementioned period of fourteen (14) days, every

officer of the company in default shall be liable to an

administrative penalty, and for every day during which the

default continues, to a further administrative penalty.".

14. Regulation 15 of the principal regulations shall be amended Amends

regulation 15 of

as follows

the principal

regulations.

(a) in sub-paragraph (ii) of the proviso to paragraph (a)

of sub-regulation (1) thereof, the words "referred to in regulation

6(p)" shall be substituted by the words "referred to in regulation

6(1)(p)"; and

(b) in paragraph (d) of sub-regulation (1) thereof, the

words "from the filing of the application." shall be substituted by

the words "from the filing of the application; and".

15. Regulation 17 of the principal regulations shall be amended Amends

regulation 17 of

as follows

the principal

regulations.

(a) in sub-regulation (1) thereof, the words "a written

application in the prescribed form to obtain a pre-division

certificate." shall be substituted by the words "an application in

the prescribed form for registration, to obtain a pre-division

certificate."; and

(b) in sub-regulation (3) thereof, the words "in sub-

regulation (2) may be signed in counterparts and such", shall be

substituted by the words "in sub-regulation (2) may be submitted

entirely online and signed in counterparts, and such".

16. In paragraph (b) of sub-regulation (3) of regulation 18, the

words "from the lapse of the period referred to in regulation 18(2)."

shall be substituted by the words "from the lapse of the period referred

to in sub-regulation (2).".

17. In paragraph (e) of sub-regulation (2) of regulation 21 of

the principal regulations the words "recipient company as a Maltese

company." shall be substituted by the words "recipient company as a

Maltese company:" and immediately after there shall be added the

following new proviso

"Provided that the information and documents

specified in this sub-regulation may be submitted to the Registrar

entirely online.".

In the proviso to regulation 26 of the principal regulations,

the words "Provided that the provision in regulation 25" shall be

substituted by the words "Provided that this regulation".

In the Schedule to the principal regulations the words

"Cross-Border Divisions of Limited Liability Companies Regulations,

2022", wherever they occur, shall be substituted by the words "Cross-

Border Divisions of Limited Liability Companies Regulations, 2023"

and the word "SCHEDULE" shall be substituted by the words "FIRST

SCHEDULE".

Immediately after the First Schedule to the principal

regulations, as amended, there shall be added the following new

Schedule

"SECOND SCHEDULE

Administrative Penalties

Regulation

Default

Administrative

Daily

Penalty

Administrative

Penalty

14(1)

Failure to file

Euro 465.87

Euro 23.29

with the Registrar

the extraordinary

resolution

approving

the

cross-border

division

".

PART IV

AMENDMENTS TO THE CROSS-BORDER CONVERSIONS

OF LIMITED LIABILITY COMPANIES REGULATIONS

This Part amends the Cross-border Conversions of Limited Amendments to

Liability Companies Regulations and shall be read and construed as the

Conversions of

one with the Cross-border Conversions of Limited Liability Limited

Companies

Companies Regulations, hereinafter in this Part referred to as the Regulations

"principal regulations".

In regulation 3 of the principal regulations, the words " Amends

"company" means a limited liability company formed in accordance regulation

the principal

with the Act," shall be substituted by the words " "company" means a regulations.

limited liability company formed in accordance with Maltese law," and

the words " "departure jurisdiction" means a a country" shall be

substituted by the words " "departure jurisdiction" means a country".

In sub-regulation (8) of regulation 7 of the principal Amends

regulations, the words "or other management bodies of the company." regulation

the principal

shall be substituted by the words "or other administrative or regulations.

management bodies of the company or those of its subsidiaries.".

Regulation 10 of the principal regulations shall be amended Amends

regulation 10 of

as follows

the principal

regulations.

(a) in paragraph (c) of sub-regulation (1) thereof, the

words "a notice informing the members," shall be substituted by

the words "a copy of the notice informing the members," and the

words "concerning the draft terms of the cross-border

conversion." shall be substituted by the words "concerning the

draft terms of the cross-border conversion:" and immediately

after there shall be added the following new proviso

"Provided that the documents specified in this

sub-regulation may be filed with the Registrar for

registration entirely online."; and

(b) immediately after sub-regulation (4) thereof the

words "may be obtained online and free of charge." shall be

substituted by the words "may be obtained online and free of

charge:" and immediately after there shall be added the

following new proviso

"Provided that the information specified in this

sub-regulation may be submitted to the Registrar for

registration entirely online.".

Sub-regulation (2) of regulation 11 of the principal

regulations shall be substituted by the following new sub-regulation

"(2) The approval by the general meeting referred to in sub-

regulation (1) shall not be valid unless the extraordinary resolution

is approved in accordance with the requirements of the Act and is

adopted at least one (1) month after the publication of the

statement referred to in regulation 10(2) and (5), as may be

applicable.".

In sub-regulation (1) of regulation 14 of the principal

regulations the words "on a website maintained by the Registrar." shall

be substituted by the words "on a website maintained by the

Registrar:" and immediately after there shall be added the following

new proviso

"Provided that in the event of default in complying

with the aforementioned period of fourteen (14) days, every

officer of the company in default shall be liable to an

administrative penalty, and for every day during which the

default continues, to a further administrative penalty.".

Regulation 15 of the principal regulations shall be amended

as follows

(a)

sub-regulation (1) thereof shall be amended as

follows

(i) in sub-paragraph (i) of the proviso to paragraph

(a) thereof, the words "compensation referred to in

regulation 6 paragraph (i)" shall be substituted by the words

"compensation referred to in regulation 6(1)(i)"; and

(ii) in paragraph (d) thereof, the words "from the

filing of the application." shall be substituted by the words

"from the filing of the application; and"; and

(b) in sub-regulation (2) thereof, the words "as provided

for in regulation 6(f)" shall be substituted by the words "as

provided for in regulation 6(1)(f)".

Regulation 17 of the principal regulations shall be amended Amends

regulation 17 of

as follows

the principal

regulations.

(a) in sub-regulation (1) thereof, the words "a written

application in the prescribed form to obtain a pre-conversion

certificate." shall be substituted by the words "an application in

the prescribed form for registration, to obtain a pre-conversion

certificate."; and

(b) in sub-regulation (3) thereof, the words "in sub-

regulation (2) may be signed in counterparts and such" shall be

substituted by the words "in sub-regulation (2) may be submitted

entirely online and signed in counterparts, and such".

Regulation 18 of the principal regulations shall be amended Amends

regulation 18 of

as follows

the principal

regulations.

(a) in paragraph (b) of sub-regulation (3) thereof, the

words "from the lapse of the period referred to in regulation

17(2)." shall be substituted by the words "from the lapse of the

period referred to in sub-regulation (2)."; and

(b) in sub-regulation (8) thereof, the words "carrying out

the review in terms of regulation 17," shall be substituted by the

words "carrying out the review in terms of this regulation,".

In regulation 19 of the principal regulations, the words Amends

"Registrar’s review in accordance with regulation 17," shall be regulation

the principal

substituted by the words "Registrar’s review in accordance with regulations.

regulation 18,".

Sub-regulation (2) of regulation 21 of the principal Amends

regulation 21 of

regulations shall be amended as follows

the principal

regulations.

(a) in paragraph (a) thereof, the words "by the company’s

general meeting;" shall be substituted by the words "by the

company’s general meeting, which shall include at least the

following:" and immediately after there shall be added the

following new sub-paragraphs

"(i) the legal form and name of the company and the

location of its registered office in the departure jurisdiction;

(ii) the legal form and name proposed for the

converted company in Malta and the proposed address of

its registered office in Malta;

(iii) the memorandum and the articles of association

of the company, where applicable, as proposed for the

converted company in Malta;

(iv) the proposed indicative time-line for the cross-

border conversion;

(v) the rights conferred by the converted company

on members enjoying special rights or on holders of

securities other than shares representing the company

capital, or the proposed measures concerning them;

(vi) any safeguards offered to creditors, such as

guarantees or pledges;

(vii) any special advantages granted to members of

the administrative, management, supervisory or controlling

bodies of the company;

(viii) whether any incentives or subsidies were

received by the company in the departure jurisdiction, in

the preceding five (5) years;

(ix) details of the offer of cash compensation for

members in accordance with regulation 12;

(x) the electronic address intended to be used by

members for the purposes of exercising their right in the

departure jurisdiction in accordance with regulation 12(2);

(xi) the likely repercussions of the cross-border

conversion on employment;

(xii) where appropriate, information on the

procedures by which arrangements for the involvement of

employees in the definition of their rights to participation

in the converted company are determined.";

(b) in paragraph (d) thereof, the words "laws of the

departure jurisdiction; and" shall be substituted by the words

"laws of the departure jurisdiction;";

(c) immediately after paragraph (d), as amended, there

shall be added the following new paragraphs

"(da) a copy of the extraordinary

resolution

approving the cross-border conversion;

(db) a declaration of solvency, drawn up in the same

manner as referred to in regulation 8;";

(d) in paragraph (e) thereof the words "as a Maltese

company." shall be substituted by the words "as a Maltese

company: and immediately after there shall be added the

following new proviso

"Provided that the information and documents

specified in this sub-regulation may be submitted to the

Registrar entirely online.".

In the Schedule to the principal regulations the words Amends the

"Cross-Border Conversions of Limited Liability Companies Schedule

principal

Regulations, 2022", wherever they occur, shall be substituted by the regulations.

words "Cross-Border Conversions of Limited Liability Companies

Regulations, 2023" and the word "SCHEDULE" shall be substituted

by the words "FIRST SCHEDULE".

Immediately after the First Schedule to the principal Adds new

regulations, as amended, there shall be added the following new Schedule

principal

Schedule

regulations.

"SECOND SCHEDULE

Administrative Penalties

Regulation

Default

Administrative

DailyAdministra

Penalty

tive Penalty

14(1)

Failure to file

Euro 465.87

Euro 23.29

with the Registrar

the extraordinary

resolution

approving

the

cross-border

conversion

".

PART V

AMENDMENTS TO THE CROSS-BORDER MERGERS OF

LIMITED LIABILITY COMPANIES REGULATIONS

This Part amends the Cross-border Mergers of Limited

Liability Companies Regulations and shall be read and construed as

one with the Cross-border Mergers of Limited Liability Companies

Regulations, hereinafter in this Part referred to as the "principal

regulations".

Regulation 3 of the principal regulations shall be amended

as follows

(a) the words " "company" means: (i) a limited liability

company formed in accordance with the Act," shall be

substituted by the words " "company" means: (i) a limited

liability company formed in accordance with Maltese law,";

(b) the words " "cross-border merger or mergers" means

a merger or mergers referred to in regulation 3(2)" shall be

substituted by the words " "cross-border merger or mergers"

means a merger or mergers as referred to in this regulation;";

(c)

sub-regulation (2) thereof shall be deleted; and

(d) immediately after the definition "Directive 2019/

2121/EU" there shall be added the following new definition

" "merger" means an operation whereby

(a) one (1) or more companies, on being dissolved

without going into liquidation, transfer all their assets and

liabilities to another existing company, (the "acquiring

company"), in exchange for the issue to their members of

securities or shares representing the capital of that other

company and, if applicable, a cash payment not exceeding

10% of the nominal value or, in the absence of a nominal

value, of the accounting par value of those securities or

shares;

(b) two (2) or more companies, on being dissolved

without going into liquidation, transfer all their assets and

liabilities to a company that they form, (the "new

company"), in exchange for the issue to their members of

securities or shares representing the capital of that new

company and, if applicable, a cash payment not exceeding

10% of the nominal value, or in the absence of a nominal

value, of the accounting par value of those securities or

shares ("merger by formation");

(c) a company, on being dissolved without going

into liquidation, transfers all its assets and liabilities to the

company holding all the securities or shares representing its

capital; or

(d) one (1) or more companies, on being dissolved

without going into liquidation, transfer all their assets and

liabilities to the acquiring company, without the issue of

any new shares by the acquiring company, provided that

one (1) person holds directly or indirectly all the shares in

the merging companies or the members of the merging

companies hold their securities and shares in the same

proportion in all merging companies.".

Sub-regulation (1) of regulation 6 of the principal Amends

regulation 6 of

regulations shall be amended as follows

the principal

regulations.

(a) in paragraph (n) thereof, the words "guarantees or

pledges." shall be substituted by the words "guarantees or

pledges; and"; and

(b) in paragraph (o) thereof, the words "in accordance

with regulation 12(2);" shall be substituted by the words "in

accordance with regulation 12(2).".

Regulation 7 of the principal regulations shall be amended Amends

regulation 7 of

as follows

the principal

regulations.

(a) in sub-regulation (4) thereof, the words "is a single-

member company;" shall be substituted by the words "is a single-

member company.";

(b) in sub-regulation (6) thereof, the words "draft terms

of the cross-border merger," shall be substituted by the words

"draft terms of the cross-border merger,";

(c) in sub-regulation (8) thereof, the words "or other

management bodies of the Maltese company or companies."

shall be substituted by the words "or other administrative or

management bodies of the Maltese merging company or

companies or those of their subsidiaries."; and

(d) in sub-regulation (9) thereof, the words "is not

required under sub-regulation 8," shall be substituted by the

words "is not required in accordance with sub-regulation (8),".

Regulation 10 of the principal regulations shall be amended

as follows

(a)

sub-regulation (1) thereof shall be amended as

follows

(i) in paragraph (c) thereof, the words "a notice

informing the members," shall be substituted by the words

"a copy of the notice informing the members,"; and

(ii) in the proviso thereof, the words "the other

merging company or companies." shall be substituted by

the words "the other merging company or companies:" and

immediately after the shall be added the following new

proviso

"Provided further that the documents specified

in this sub-regulation may be filed with the Registrar for

registration entirely online.";

(b) in paragraph (c) of sub-regulation 2 thereof, the

words "Directive 2012 /1132/EU" shall be substituted by the

words "Directive (EU) 2017/1132";

(c)

sub-regulation (4) thereof shall be amended as

follows

(i) in paragraph (c) thereof, the words "Directive

2012 /1132/EU" shall be substituted by the words

"Directive (EU) 2017/1132";

(ii) in paragraph (e) thereof, the words "may be

obtained online and free of charge." shall be substituted by

the words "may be obtained online and free of charge:" and

immediately after there shall be added the following new

proviso

"Provided that the information specified in this

sub-regulation may be submitted to the Registrar for

registration entirely online.";

(d) in sub-regulation (5) thereof, the words "referred to in

paragraphs (1) to (4)" shall be substituted by the words "referred

to in sub-regulations (1) and (4)";

(e) the words "(6) In addition to the publications referred

to in sub-regulations (2) and (5), the Registrar shall be required

to publish, without delay, in a daily newspaper circulating

wholly or mainly in Malta, a notice consequent to the

registration referred in sub-regulations (2) and (5)" shall be

substituted by the words "(7) In addition to the publications

referred to in sub-regulations (2) and (6), the Registrar shall be

required to publish, without delay, in a daily newspaper

circulating wholly or mainly in Malta, a notice consequent to the

registration referred in sub-regulations (2) and (6)".

Sub-regulation (2) of regulation 11 of the principal Amends

regulations shall be substituted by the following new sub-regulation: regulation

the principal

regulations.

"(2) The approval by the general meeting referred to in sub-

regulation (1) shall not be valid unless the extraordinary resolution

is approved in accordance with the requirements of the Act and is

adopted at least one (1) month after the publication of the

statement referred to in regulations 10(2) and (6), as may be

applicable".

In sub-regulation (1) of regulation 14 of the principal Amends

regulations the words "on a website maintained by the Registrar." shall regulation

the principal

be substituted by the words "on a website maintained by the regulations.

Registrar:" and immediately after there shall be added the following

new proviso

"Provided that in case of default in complying with

the aforementioned period of fourteen (14) days, every officer of

the company in default shall be liable to an administrative

penalty, and for every day during which the default continues, to

a further administrative penalty.".

Regulation 15 of the principal regulations shall be amended Amends

regulation 15 of

as follows

the principal

regulations.

(a)

sub-regulation (1) thereof shall be amended as

follows

(i) in paragraph (ii) of the proviso of paragraph (a)

thereof, the words "referred to in regulation 6(m)" shall be

substituted by the words "referred to in regulation

6(1)(m)"; and

(ii) in paragraph (d) thereof, the words "from the

filing of the application." shall be substituted by the words

"from the filing of the application; and";

(b) in sub-regulation (2) thereof, the words "as provided

for in regulation 6(n)" shall be substituted by the words "as

provided for in regulation 6(1)(n)".

Regulation 17 of the principal regulations shall be amended

as follows

(a) sub-regulation (1) thereof shall be substituted by the

following new sub-regulation

"(1) Upon the lapse of one (1) month from the last

publication following the registration referred to in

regulation 14, or where the approval by the general meeting

is not required in accordance with these regulations, upon

the lapse of one (1) month from the publication referred to

in regulation 10(7), each Maltese merging company shall

submit to the Registrar an application in the prescribed

form for registration, to obtain a pre-merger certificate.";

and

(b) in sub-regulation (3) thereof, the words "in sub-

regulation (2) may be signed in counterparts and such", shall be

substituted by the words "in sub-regulation (2) may be submitted

entirely online and signed in counterparts, and such".

In sub-regulation 18(3)(b) of the principal regulations, the

words "from the lapse of the period referred to in regulation 17(2)."

shall be substituted by the words "from the lapse of the period referred

to in sub-regulation (2).".

In paragraph (b) of sub-regulation (3) of regulation 19 of

the principal regulations, the words "Registrar’s review in accordance

with regulation 17," shall be substituted by the words "Registrar’s

review in accordance with regulation 18,".

Regulation 20 of the principal regulations shall be amended

as follows

(a) in paragraph (d) of sub-regulation (2) thereof, the

words "is permitted by the laws of each such country or

jurisdiction." shall be substituted by the words "is permitted by

the laws of each such country or jurisdiction:" and immediately

after there shall be added the following new proviso

"Provided that the information and documents

specified in this sub-regulation may be submitted to the

Registrar entirely online.";

(b) in paragraph (a) of sub-regulation (4) thereof, the

words "submission of the documents referred to in paragraph

(2)," shall be substituted by the words "submission of the

documents referred to in sub-regulation (2),";

(c)

the final occurrence "(4)" thereof, shall be substituted

by "(5)".

Paragraph (a) of regulation 27 of the principal regulations, Amends

regulation 27 of

shall be substituted by the following new paragraph

the principal

regulations.

"(a) regulations 6(1)(b), (c), (e) and (m), 9 and 22(1)(b)

shall not apply;".

In the Schedule to the principal regulations the word Amends the

"SCHEDULE" shall be substituted by the words "FIRST Schedule

to the

principal

SCHEDULE". regulations.

Immediately after the First Schedule to the principal Adds new

regulations, as amended, there shall be added the following new Schedule

to the

principal

Schedule

regulations.

"SECOND SCHEDULE

Administrative Penalties

Regulation

Default

Administrative

Daily

Penalty

Administrative

Penalty

14(1)

Failure to file

Euro 465.87

Euro 23.29

with the Registrar

the extraordinary

resolution

approving

the

cross-border

merger

".

€0.81