CIVIL CODE (SECOND SCHEDULE) (EXISTING ORGANISATIONS) REGULATIONS (existingorganisations)

SUBSIDIARY LEGISLATION 16.10

CIVIL CODE (SECOND SCHEDULE)

(EXISTING ORGANISATIONS) REGULATIONS

28th January, 2011

LEGAL NOTICE 32 of 2011.

The title of these regulations is the Civil Code (Second

Schedule) (Existing Organisations) Regulations.

In these regulations, unless the context otherwise requires

"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,

existing organisations may be registered in accordance with the

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 any;

(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

CIVIL CODE (SECOND SCHEDULE)

(EXISTING ORGANISATIONS)

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.

(1) 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 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

existing organisation to the requirements of the Schedule in a

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

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

instrument or statute of an existing organisation, the board of

administrators shall have all the necessary powers and authority to

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

regulation, 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 in

accordance with these regulations, the administrators shall notify,

in writing, all interested parties within the existing organisation as

t o h o w t h e s t a t u t e o f s u c h e x i s t i n g o rg a n i s a t i o n h a s b e e n

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

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

the constitutive deed or statute of such existing organisation did not

strictly comply with the requirements of the Schedule, the facility

provided by these regulations may be utilised by the administrators

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

s t a t u t e o f s u c h o rg a n i s a t i o n f u l l y i n c o m p l i a n c e w i t h t h e

requirements of the Schedule.

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

Compli an ce m ade in accordance wit h regul at ion 6 shall be

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

of the relevant organisation.