Capital) (Amendment) Regulations, 2025

Suppliment tal-Gazzetta tal-Gvern ta’ Malta, Nru. 21,562, 23 ta’ Diċembru, 2025

L.N. 293 of 2025

COMPANIES ACT

(CAP. 386)

Companies Act (Investment Companies with Variable Share

Capital) (Amendment) Regulations, 2025

IN EXERCISE of the powers conferred by article 84 of the

Companies Act, the Minister responsible for the registration of

commercial partnerships, in consultation with the Minister responsible

for the regulation of financial services, acting on the advice of the

Malta Financial Services Authority and the Registrar, has made the

following regulations:-

The title of these regulations is the Companies Act Citation.

(Investment Companies with Variable Share Capital) (Amendment)

Regulations, 2025 and these regulations shall be read and construed as

one with the Companies Act (Investment Companies with Variable S.L. 386.02.

Share Capital) Regulations, hereinafter referred to as the "principal

regulations".

Paragraph (a) of sub-regulation (2) of regulation 9 of the Amends

regulation 9 of

principal regulations shall be amended as follows

the principal

regulations.

(a) in sub-paragraph (i) thereof the words "this

regulation;" shall be substituted by the words "this regulation;

and";

(b) in sub-paragraph (ii) thereof the words "of the

company itself; and" shall be substituted by the words "of the

company itself:" and immediately thereafter there shall be added

the following new proviso

"Provided that, where a sub-fund which

comprises a separate patrimony in accordance with this

regulation is being wound up and where a liquidator has

been appointed, the liquidator shall carry out his functions

in accordance with the provisions of the Act, and

accordingly all the powers of the directors and the company

secretary in respect solely of that sub-fund shall cease.";

(c)

sub-paragraph (iii) thereof shall be deleted.

In sub-regulation (1) of regulation 15 of the principal Amends

regulations, the words "It shall be lawful for a SICAV licensed by the regulation

the principal

regulations.

competent authority as a professional investor fund the units of which

are held solely by Qualifying investors or Extraordinary investors as

defined by Investment Services Rules issued by the competent

authority, AIFs the units of which are held solely by Qualifying,

Extraordinary or Professional investors as defined respectively by

Investment Services Rules issued by the competent authority, AIFs

notified to the competent authority as Notified AIFs the units of which

are held solely by Qualifying and Professional investors in terms of the

Investment Services Act (Notified CISs) Regulations and Notified

PIFs the units of which are held solely by Qualifying investors in

terms of the Investment Services Act (Notified CISs) Regulations, to

make a discount to an existing member who has committed by written

agreement with the SICAV to subscribe for any shares in the SICAV,

which discount shall be in consideration for such commitment,

provided that -" shall be substituted by the following

"It shall be lawful for a SICAV licensed by the

competent authority as a professional investor fund the

units of which are held solely by Qualifying investors

and, or Extraordinary investors as defined by Investment

Services Rules issued by the competent authority, AIFs

the units of which are held solely by Qualifying,

Extraordinary and, or Professional investors as defined

respectively by Investment Services Rules issued by the

competent authority, AIFs notified to the competent

authority as Notified AIFs the units of which are held

solely by Qualifying and, or Professional investors in

accordance with Part A of the Investment Services Act

(Notified CISs) Regulations and Notified PIFs the units of

which are held solely by the Qualifying investors and, or

Professional investors in accordance with Part B of the

Investment Services Act (Notified CISs) Regulations, to

make a discount to an existing member who has

committed by written agreement with the SICAV to

subscribe for any shares in the SICAV, which discount

shall be in consideration for such commitment, provided

that:".

€0.09