COMPANIES ACT (RECOGNISED INCORPORATED CELL COMPANIES) REGULATIONS

SUBSIDIARY LEGISLATION 386.15

COMPANIES ACT (RECOGNISED INCORPORATED

CELL COMPANIES) REGULATIONS

17th April, 2012

LEGAL NOTICE 119 of 2012, as amended by Legal Notice 292 of 2025.

The title of these regulations is the Companies Act (Recognised

Incorporated Cell Companies) Regulations.

(Regulation 3)

Administrative Services which may be carried out

by Recognised Incorporated Cell Companies

A Recognised Incorporated Cell Company shall require recognition in terms of

Article 9A of the Investment Services Act to provide one or more of the following

(i)

Provision of administrative services related to the establishment of

incorporated cells;

(ii) Procurement of external service providers and approval of any changes

thereto;

(iii) Negotiation of service provision agreements and changes thereto;

(iv) Submission of any model agreements to be used by incorporated cells of

a recognised incorporated cell company;

(v) Submission to the competent authority of any changes or amendments to

model agreements and submission of any new model agreements

negotiated with service providers for the approval of the competent

authority;

(vi) Signature of tripartite agreements between service providers, the

recognised incorporated cell company and an incorporated cell based on

the model agreements;

(vii) Standardisation of any other documentation to be used by incorporated

cells;

(viii) Approval and joint signature of any applications for licences (including

variations, extensions thereof) to be submitted by or on behalf of

incorporated cells which are in the course of being formed;

(ix) Provision of written declarations identifying any changes to model

agreements already submitted to the competent authority, including a

NIL declaration confirming that no changes have been made;

(x) Provision of ancillary services as may be approved by the competent

authority.

(1)

In these regulations, unless the context otherwise

requires -

"the Act" means the Companies Act;

"collective investment scheme" shall have the same meaning as

that assigned to the term in article 2 of the Investment Services

Act;

"competent authority" means the Malta Financial Services

Authority established by article 3 of the Malta Financial Services

Authority Act;

"Continuation Regulations" means the Companies Act

(Continuation of Companies) Regulations;

"Financial Services Tribunal" means the Tribunal referred to in

article 21 of the Malta Financial Services Authority Act, and the

term "Tribunal" shall be construed accordingly;

"incorporation agreement" means an agreement setting out the

terms upon which a non-cellular company becomes an incorporated

cell of an incorporated cell company in accordance with the

provisions of regulation 23(5)(a);

"incorporated cell" means, unless otherwise specified, a cell of a

recognised incorporated cell company created in accordance with

the provisions of these regulations and licensed as a collective

investment scheme in terms of article 4 of the Investment Services

Act;

"non-cellular company" means a company which is not an

incorporated cell company, an incorporated cell or a segregated

multi-fund company;

"recognised incorporated cell company" means a limited liability

company formed, continued as, transformed or divided into an

incorporated cell company in accordance with the provisions of

these regulations and recognised by the competent authority in

terms of article 9A of the Investment Services Act;

"relocation agreement" means an agreement setting out the terms

upon which the relocation of an incorporated cell from one

recognised incorporated cell company to another or to a SICAV

incorporated cell company is to take place in accordance with the

provisions of regulation 23;

"segregated multi-fund company" means a multi-fund SICAV

with one or more segregated sub-funds, each treated for all intents

and purposes of law as a patrimony separate from the assets and

liabilities of each other sub-fund of the company in accordance

with the provisions of regulation 9 of the SICAV Regulations;

"SICAV" means an investment company with variable share

capital established under the Act and the SICAV Regulations;

"SICAV incorporated cell company" means an incorporated cell

c o m p a n y e s t a b l i s h e d u n d e r t h e C o m p a n i e s A c t ( S I C AV

Incorporated Cell Companies) Regulations;

"SICAV Regulations" means the Companies Act (Investment

Companies with Variable Share Capital) Regulations.

(2) Words and expressions used in the Act shall, in these

regulations, have the same meaning as in the Act.

(1) A limited liability company may be formed or

constituted as a recognised incorporated cell company to establish

incorporated cells formed and constituted in accordance with these

regulations and to provide such incorporated cells with

administrative services.

(2) A recognised incorporated cell company shall require a

recognition by the competent authority in terms of article 9A of the

Investment Services Act to provide incorporated cells with

administrative services.

(3) The administrative services which a recognised

incorporated cell company may provide to its incorporated cells are

listed in the Schedule, and the recognised incorporated cell

company shall provide such administrative services in accordance

w i th t he ap pl i c a bl e r u l e s an d c o nd i t io n s p re s c ri b e d by t he

competent authority.

(4) An incorporated cell established by

a

recognised

incorporated cell company shall be required to be

(a) in possession of a licence to carry out the activities of

a collective investment scheme in accordance with

article 4 of the Investment Services Act; or

(b) included in the List of Notified AIFs or the List of

Notified PIFs, as the case may be, as defined in, and in

accordance with, the Investment Services Act

(Notified CISs) Regulations.

(5) The competent authority may, in terms of articles 6 and 9A

of the Investment Services Act, issue Investment Services Rules

applicable to recognised incorporated cell companies and to

incorporated cells established under these regulations.

(1) Subject

to

the

provisions

of

the

Continuation

Regulations

(a) a body corporate registered, incorporated or

constituted under the laws of an approved country or

jurisdiction outside Malta, which carries out similar

activities to those of a recognised incorporated cell

company as herein defined, may be continued as a

recognised incorporated cell company in Malta

Provided that if such body corporate as aforesaid has a

cell or cells which are similar in nature to incorporated

cells as herein defined, the continuation of the body

corporate in Malta shall also require the simultaneous

continuation of all such cells as incorporated cells in

Malta;

(b) a body corporate registered, incorporated or

constituted under the laws of an approved country or

jurisdiction outside Malta and carrying on the activity

of a collective investment scheme which is similar in

nature to a cellular or non-cellular company as known

under the laws of Malta, may be continued as an

incorporated cell of a recognised incorporated cell

company;

(c) a recognised incorporated cell company may be

continued as a body corporate similar in nature to a

recognised incorporated cell company as known under

the laws of Malta under the laws of a country outside

Malta

Provided that if such recognised incorporated cell

company has an incorporated cell or incorporated cells

in existence, the continuation of the recognised

incorporated cell company shall require the

simultaneous continuation of all such incorporated

cells under the laws of such country outside Malta; or

(d) an incorporated cell may be continued as a body

corporate under the laws of a country outside Malta.

(2) For the purpose of sub-regulation (1), the expression

"approved country or jurisdiction " means such country or

jurisdiction as may be established from time to time by guidelines

issued by the Registrar of Companies pursuant to the Continuation

Regulations.

No event described in regulation 4 shall take place except

in accordance with the terms and conditions of the prior written

approval of the competent authority which shall only be granted

(a) in the case of a body corporate which is or which is to

be granted recognition as a recognised incorporated

cell company in terms of article 9A of the Investment

Services Act;

(b) in the case of a body corporate which is or which is to

be licensed as an incorporated cell in terms of article 4

of the Investment Services Act as a collective

investment scheme.

The memorandum of a recognised incorporated cell

company shall, in addition to the matters prescribed by article 69 of

the Act, state that it is a recognised incorporated cell company.

The name of a recognised incorporated cell company shall,

in addition to compliance with the provisions of article 70 of the

Act, include the expression "Recognised Incorporated Cell

Company" or its abbreviation "RICC".

(1) Subject to the provisions of these regulations, and

unless the context otherwise requires, the provisions of the Act

shall apply to a recognised incorporated cell company and to an

incorporated cell established under these regulations.

(2) In so far as the provisions of the Act are inconsistent with

the provisions of the Investment Services Act or these regulations,

the provisions of the Investment Services Act and of these

regulations shall prevail and the provisions of the Act shall, to the

extent of the inconsistency, not apply to a recognised incorporated

cell company or to an incorporated cell.

(1) A recognised incorporated cell company may establish

an incorporated cell by virtue of a resolution of the board of

directors (the "cell resolution") which

(a) approves the name of the incorporated cell being

established;

(b) approves the terms of the memorandum and articles of

association of the incorporated cell and resolves that

the said memorandum and articles of association are to

be entered into by the recognised incorporated cell

company; and

(c) authorises, if applicable, the subscription by the

recognised incorporated cell company of a share or

shares in the incorporated cell.

(2) An incorporated cell shall not be validly constituted unless

a copy of the cell resolution is delivered to the Registrar, the

memorandum and articles of association are entered into in

accordance with the provisions of sub-regulation (3) and a

certificate of registration is issued in terms of the Act.

(3) The memorandum and articles of association of an

incorporated cell shall be entered into by

(a) the recognised incorporated cell company, whether the

recognised incorporated cell company is subscribing to

a share or shares in the incorporated cell or not; and

(b) such persons, other than the recognised incorporated

cell company, subscribing to shares in the incorporated

cell.

(4) The memorandum of association of an incorporated cell

shall state that it is an incorporated cell.

(5) The memorandum or articles of association of an

incorporated cell shall provide that the incorporated cell may not

own shares in its recognised incorporated cell company.

(6) Without prejudice to article 110 of the Act and unless

expressly prohibited by any applicable rules or regulations or by its

articles of association, an incorporated cell shall be permitted to

own shares in any other incorporated cell of its recognised

incorporated cell company subject to any conditions that may apply

in terms of the licence issued to it by the competent authority.

Without prejudice and in addition to compliance with the

provisions of article 70 of the Act, the name of an incorporated

cell

(a) shall include the expression "Incorporated Cell" or the

abbreviation "IC"; and

(b) may be similar to that of the recognised incorporated

cell company of which it forms part but shall not be so

similar as, in the opinion of the Registrar, could create

confusion.

(1) An incorporated cell is a limited liability company

with separate legal personality.

(2) An incorporated cell is not a subsidiary of its recognised

incorporated cell company solely by virtue of the fact of it being an

incorporated cell of its recognised incorporated cell company.

(3) An incorporated cell may not itself be a recognised

incorporated cell company.

(4) An incorporated cell may be a SICAV or an investment

company with fixed share capital.

(5) An incorporated cell shall have the same registered office

as its recognised incorporated cell company at all times.

(6) Subject to the requirements of Directive 2003/71/EC on the

prospectus to be published when securities are offered to the public

or admitted to trading and of Directive 2004/109/EC on the

harmonisation of transparency requirements in relation to

information about issuers whose securities are admitted to trading

on a regulated market, as may be amended from time to time, an

incorporated cell shall use the standard form documents provided

by its recognised incorporated cell company and shall not amend or

alter such documents in any manner without the prior written

approval of the recognised incorporated cell company

Provided that nothing stated in this sub-regulation shall

prejudice the rights and interests of investors in the incorporated

cell or affect the relationship between the incorporated cell and its

investors.

(7) Without prejudice to the requirements of article 6 of the

Act, a recognised incorporated cell company and an incorporated

cell shall also indicate in a suitable manner in all of their business

letters and forms that they are a recognised incorporated cell

company or an incorporated cell, as applicable.

(1) It shall be the duty of the directors of a recognised

incorporated cell company and of the directors of each incorporated

cell, as applicable

(a) to keep the assets and liabilities of the recognised

incorporated cell company separate and separately

identifiable from the assets and liabilities of its

incorporated cells at all times;

(b) to keep the assets and liabilities of each incorporated

cell separate and separately identifiable from the

assets and liabilities of the other incorporated cells of

the recognised incorporated cell company at all times.

(2) The duty imposed by sub-regulation (1) is not breached by

reason only that the directors of the recognised incorporated cell

company cause or permit assets of the recognised incorporated cell

company or of any of its incorporated cells to be collectively

managed by an investment manager

Provided that the assets so managed shall remain separately

identifiable in accordance with sub-regulation (1).

(1) A recognised incorporated cell company shall have no

power, by virtue of its position as a recognised incorporated cell

co mp any, to en ter in to transact io ns o n behal f of an y o f it s

incorporated cells.

(2) An incorporated cell shall have no power, by virtue of its

position as an incorporated cell, to enter into transactions on behalf

of its recognised incorporated cell company.

(3) The directors or officers of a recognised incorporated cell

company or of an incorporated cell shall ensure that, in respect of

every transaction entered into, it is identified or specified whether

that transaction is being entered into by the recognised

incorporated cell company or by the incorporated cell, and if the

transaction is entered into by an incorporated cell, which

incorporated cell.

Save as otherwise provided by these regulations, the

provisions of the Act and of the Investment Services Act shall

apply to a recognised incorporated cell com pany and to an

incorporated cell as if a reference in the Act and in the Investment

Services Act

(a) to a company were a reference to a recognised

incorporated cell company or an incorporated cell;

(b) to the directors of a company were a reference to the

directors of a recognised incorporated cell company or

an incorporated cell;

(c) to the memorandum or articles of association of a

company were a reference to the memorandum or

articles of a recognised incorporated cell company or

an incorporated cell;

(d) to the members of a company were a reference to the

members of a recognised incorporated cell company or

an incorporated cell;

(e) to shares in a company were a reference to shares in a

recognised incorporated cell company or an

incorporated cell;

(f)

to assets and liabilities of a company were a reference

to the assets and liabilities of a recognised

incorporated cell company or an incorporated cell; and

(g) to the share capital of a company were a reference to

the share capital of a recognised incorporated cell

company or an incorporated cell.

(1) Notwithstanding anything contained in the definition

"company secretary" in article 2 and in article 138(3) of the Act,

the company secretary of a recognised incorporated cell company

and of an incorporated cell may be a body corporate.

(2) Notwithstanding the provisions of the Act, an incorporated

cell may have its recognised incorporated cell company as its only

member and the provisions of articles 212 and 214(2)(b)(i) of the

Act shall not apply in relation thereto in such case.

A recognised incorporated cell company and an

incorporated cell shall each submit an annual return containing the

information required by the Seventh Schedule to the Act.

The financial statements of an incorporated cell shall not

be consolidated with those of a recognised incorporated cell

company or of other incorporated cells except when the

incorporated cell is a subsidiary of the recognised incorporated cell

company and only to such extent.

In addition to the requirements of article 177 of the Act,

the directors’ report of a recognised incorporated cell company

shall also include the names and registration numbers of all its

incorporated cells.

(1) A recognised incorporated cell company shall be

dissolved and wound up in accordance with the provisions of Title

II of the Act and any regulations made thereunder.

(2) A recognised incorporated cell company that has been

dissolved and wound up shall not be struck off the register until

each of its incorporated cells have been either -

(a) transformed into

non-cellular

companies

under

regulation 23; or

(b) relocated to another recognised incorporated cell

company under regulation 24 or to an incorporated cell

company under regulation 24 of the Companies Act

(SICAV Incorporated Cell Companies) Regulations; or

(c) expelled under regulation 25; or

(d) continued as a body corporate under the law of another

jurisdiction; or

(e) struck-off,

and the Registrar has obtained the consent of the competent

authority to the striking-off of the recognised incorporated cell

company.

(1) Without prejudice to the provisions of regulation

19(1), the appointment of a liquidator in respect of a recognised

incorporated cell company shall not affect the position of its

incorporated cells, subject to any direction to the contrary given

during the course of a winding up by

(a) the court; or

(b) the competent authority.

(2) The competent authority may make an application to the

court for the court to give a direction under sub-regulation (1).

The competent authority may be heard on any application

to the court requesting the dissolution and winding up of a

recognised incorporated cell company or an incorporated cell.

The memorandum and articles of association of an

incorporated cell may be amended by an extraordinary resolution of

t h e i n c o r po r a te d c e l l fo l l o w i n g t h e w r i tt e n a pp r o v a l of i t s

recognised incorporated cell company.

(1) A limited liability company may, by extraordinary

resolution in accordance with article 79 of the Act and any other

applicable provisions of the Act, and in compliance with these

regulations, and provided it is authorised to do so by its

memorandum of association, be transformed

(a) from a non-cellular company into a recognised

incorporated cell company or into an incorporated cell;

(b) from a recognised incorporated cell company having

no incorporated cells or from an incorporated cell, into

a non-cellular company;

(c) from a segregated multi-fund company established

under the Act and regulation 9 of the SICAV

Regulations into an incorporated cell;

(d) from an incorporated cell into a segregated multi-fund

company

Provided that a transformation from a non-cellular SICAV

into a recognised incorporated cell company, or vice versa, shall be

prohibited.

(2)

(a) A segregated multi-fund company established under

the Act and regulation 9 of the SICAV Regulations

which has one or more segregated sub-funds may, in

accordance with Part IX of the Act and any other

applicable provisions of the Act, and in compliance

with these regulations, be divided into one or more

incorporated cells of a recognised incorporated cell

company.

(b) Where a segregated multi-fund company is divided in

accordance with paragraph (a), the non-cellular assets,

rights, liabilities and obligations of the company and

all claims, actions and legal proceedings concerning

the non-cellular part of the company shall be allocated

and delivered to the recipient incorporated cell; and

the assets, rights, liabilities and obligations of each

segregated sub-fund and all claims, actions and legal

proceedings concerning each segregated sub-fund

shall be allocated and delivered to a separate recipient

company constituting an incorporated cell.

(3)

(a) A company shall not carry out any of the operations

mentioned in sub-regulation (1), except with the

approval of the board of directors.

(b) In a division of a segregated multi-fund company as

referred to in sub-regulation (2), each of the directors

of the company shall sign a declaration stating that he

has made a full enquiry into the affairs of the company

and each of its segregated sub-funds, and that, having

so done, he is of the opinion that the company and

each of its segregated sub-funds are able to discharge

their liabilities as they fall due and that there are no

creditors of the company or of the segregated sub-

funds whose interests will be unfairly prejudiced by

the division.

(4) The operations mentioned in sub-regulations (1) and (2)

shall not be carried out except with the prior written approval of the

competent authority and in accordance with such terms and

conditions as the competent authority may establish and such

directives as the competent authority may issue.

(5)

(a) A non-cellular company that intends to transform itself

into an incorporated cell shall enter into an

incorporation agreement with a recognised

i n c o r p o r a t e d c e l l c o m p a n y. T h e i n c o r p o r a t i o n

agreement shall be approved by

(i)

the board of directors and by an extraordinary

resolution of both the non-cellular company and

the recognised incorporated cell company; and

(ii) the competent authority.

(b) An incorporated cell that intends to transform itself

into a non-cellular company shall, within fourteen

days of the extraordinary resolution taken to so

transform, notify its recognised incorporated cell

company in writing of such decision.

(6) In addition to any document which is required to be

delivered to the Registrar for registration in accordance with the

applicable provisions of the Act, a company which intends to carry

(a) any of the operations mentioned in sub-regulations (1)

and (2), shall deliver to the Registrar for registration

evidence of the written approval of the competent

authority required under sub-regulation (4);

(b) any of the operations mentioned in sub-regulation (1),

shall deliver to the Registrar for registration evidence

of the approval by the board of directors required

under sub-regulation (3)(a);

(c) the operation mentioned in sub-regulation (2), shall

deliver to the Registrar for registration the declaration

mentioned in sub-regulation (3)(b).

(1) For the purposes of this regulation, the term

"incorporated cell company" or "ICC" shall be deemed to refer both

to a recognised incorporated cell company established under these

regulations and to an incorporated cell company established under

t h e C o m p a n i e s A c t ( S I C AV I n c o r p o r a t e d C e l l C o m p a n i e s )

Regulations.

(2) An incorporated cell that intends to relocate from one

incorporated cell company (the "Exiting ICC") to another

incorporated cell company (the "Recipient ICC") shall notify the

competent authority of its intention. The competent authority may

impose such conditions and issue such directives as it may deem

necessary in the circumstances.

(3)

The relocation of an incorporated cell shall only take place

if

(a) it has the written consent of the competent authority to

so relocate;

(b) the incorporated cell passes an extraordinary

resolution to so relocate and amends its memorandum

and articles of association accordingly; and

(c) a relocation agreement has been entered into between

the incorporated cell and the Recipient ICC and is

approved in accordance with sub-regulation (4).

(4)

(a) A relocation agreement shall be submitted to the

competent authority for prior approval.

(b) A relocation agreement shall also be approved by

(i)

the board of directors and an extraordinary

resolution of the incorporated cell;

(ii) the board of directors and an extraordinary

resolution of the Recipient ICC; and

(iii) the board of directors of the Exiting ICC.

(5) An Exiting ICC shall, within seven days of the approval by

its board of directors of the relocation agreement, ensure that all

records, documents and other information pertaining to the

incorporated cell are duly transferred to the Recipient ICC.

(6) The Recipient ICC shall, within fourteen days of a

relocation agreement, deliver to the Registrar for registration

(a) evidence of the competent authority’s written consent;

(b) a copy of the extraordinary resolution described in

sub-regulation (3)(b), together with the memorandum

and articles of association of the incorporated cell

being relocated;

(c) a copy of the relocation agreement and the respective

resolutions approving such agreement;

(d) a declaration made in accordance with sub-regulation

(7), signed by each director of the incorporated cell

which is being relocated; and

(e) the incorporated

cell’s

original

certificate

of

registration.

(7) The declaration referred to in sub-regulation (6)(d) must

state that each director of the incorporated cell being relocated

believes on reasonable grounds that

(a) the incorporated cell being relocated is able to

discharge its liabilities as they fall due;

(b) there are no creditors of the incorporated cell being

relocated whose interests will be unfairly prejudiced

by the transfer; and

(c) the relocation agreement has been approved and

executed in accordance with this regulation.

(8) Upon delivery to the Registrar of the documents referred to

in sub-regulation (6), the Registrar shall, if those documents

comply with this regulation

(a) register the relocation of the incorporated cell and the

new memorandum and articles of the incorporated

cell;

(b) issue to the incorporated cell a new certificate of

registration indicating the name of the Recipient ICC;

and

(c) record that the incorporated cell has ceased to be an

incorporated cell of the Exiting ICC.

(9) Upon the issue of the new certificate of registration as

aforesaid

(a) the incorporated cell shall cease to be an incorporated

cell of the Exiting ICC;

(b) the incorporated cell shall become an incorporated cell

of the Recipient ICC;

(c) all property and rights to which the incorporated cell

was entitled immediately before the issue of the new

certificate shall remain the property and rights of the

incorporated cell;

(d) all liabilities and all contracts, debts and other

obligations to which the incorporated cell was subject

immediately before the issue of the new certificate

shall remain the liabilities, contracts, debts and other

obligations of the incorporated cell; and

(e) all actions and other legal proceedings which,

immediately before the issue of the new certificate,

were pending by or against the incorporated cell may

be continued by or against the incorporated cell.

(10) The operation of sub-regulation (9) shall not be regarded

(a) as a breach of any contractual provision prohibiting,

restricting or regulating the assignment or transfer of

rights or liabilities or change of control; or

(b) as giving rise to any remedy by a party to a contract or

other instrument, as an event of default under any

contract or other instrument or as causing or

permitting the termination of any contract or other

instrument, or of any obligation or relationship.

(11) An incorporated cell shall not be relocated under this

regulation if such relocation is inconsistent with the memorandum

or articles of association of

(a) the incorporated cell; or

(b) the Recipient ICC.

(1) A recognised incorporated cell company may, subject

to approval by the competent authority and on the grounds listed in

sub-regulation (2), expel an incorporated cell.

(2)

The grounds referred to in sub-regulation (1) are

(a) that the affairs of the incorporated cell are being or

have been conducted in a manner which is unfairly

prejudicial to its recognised incorporated cell company

or any other incorporated cell of that company;

(b) that the incorporated cell is being or has been used for

fraudulent purposes; or

(c) that to fail to do so would have a serious adverse effect

upon the members of the incorporated cell or on the

recognised incorporated cell company.

(3) In determining whether to approve an expulsion in terms of

su b-regu l ati on ( 1 ), th e c om p etent authority shall take i nto

consideration any representations made to it by the recognised

incorporated cell company, the liquidator (where applicable), the

incorporated cell and any other party deemed to have a material

interest in the business of the relevant incorporated cell, and may

give such directions as it deems fit.

(4) The provisions of this regulation are without prejudice to

any and all powers granted to the competent authority under the

Investment Services Act.

(1) An appeal shall lie to the Financial Services Tribunal

from a decision of the competent authority

(a) to refuse to issue a recognition for a company to be

formed or constituted as a recognised incorporated cell

company;

(b) to refuse to issue an approval for a segregated multi-

fund company to be divided into a recognised

incorporated cell company and incorporated cells;

(c) to refuse to issue an approval for an incorporated cell

to transform itself into a non-cellular company

carrying on the activity of a collective investment

scheme;

(d) to refuse to issue an approval for an incorporated cell

to relocate from one incorporated cell company to

another incorporated cell company; and

(e) to refuse to issue an approval for a non-cellular

company carrying on the activity of a collective

investment scheme to transform itself into an

incorporated cell.

(2) The provisions of article 21 of the Malta Financial Services

Authority Act shall, mutatis mutandis, apply to appeals brought

before the Tribunal under this regulation.