INSURANCE BUSINESS (CONTINUANCE OF COMPANIES CARRYING ON BUSINESS OF INSURANCE) REGULATIONS

INSURANCE BUSINESS (CONTINUANCE OF COMPANIES

CARRYING ON BUSINESS OF INSURANCE)

SUBSIDIARY LEGISLATION 403.12

INSURANCE BUSINESS (CONTINUANCE OF

COMPANIES CARRYING ON BUSINESS OF

INSURANCE) REGULATIONS

3rd November, 2003

LEGAL NOTICE 335 of 2003, as amended by Legal Notices 146 of 2009

and 396 of 2015.

The title of these regulations is the Insurance Business

(Continuance of Companies Carrying on Business of Insurance)

Regulations.

In these regulations, unless the context otherwise requires -

"the Act" means the Insurance Business Act;

"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

of Companies Regulations;

"authorised undertaling" means an authorised insurance

undertaking or an authorised reinsurance undertaking carrying on

business of insurance under the Act;

"business of insurance" shall include the activities of an

insurance manager and the business of insurance broking carried on

under the Insurance Distribution Act;

"company" means a company formed and registered under Part V

of the Companies Act, and in respect of a company enrolled in the

Managers List and Brokers List shall include reference to a

"partnership en commandite" or to a similar or equivalent body

corporate which has its capital divided into shares;

"competent authority" means the Malta Financial Services

Authority established by the Malta Financial Services Authority

Act;'

"Continuation Regulations" means the Continuation of

Companies Regulations, made under article 425(4) of the

Companies Act;

''enrolled company'' means a company enrolled in the Managers

List or Brokers List under the Insurance Distribution Act;

"instrument of continuation" includes any document or

certificate confirming that the company or undertaking has been

registered as continuing in an approved country or jurisdiction

other than Malta;

and words and expressions which are also used in the Act shall in

these regulations have the same meanings as in the Act.

INSURANCE BUSINESS (CONTINUANCE OF COMPANIES

CARRYING ON BUSINESS OF INSURANCE)

(1)

An entity which is -

(a) a body corporate, registered, incorporated or

constituted under the laws of an approved country or

jurisdiction outside Malta, and carrying on business of

insurance, which is similar in nature to a company as

known under the laws of Malta and which would, if it

were such a company, qualify to be authorised under

the Act or to be enrolled under the Insurance

Distribution Act, may, subject to the specific approval

of the competent authority, be continued as a company

formed and registered under the Companies Act, and

authorised under the Act or enrolled under the

Insurance Distribution Act, as the case may be, to

carry on business of insurance; and

(b) an authorised undertaking or enrolled company,

carrying on business of insurance authorised under the

Act or under the Insurance Distribution Act, as the case

may be, may, subject to the specific approval of the

competent authority, be continued as a body corporate

registered, incorporated or constituted under the laws

of a country outside Malta,

in either case by complying with these regulations and with the

provisions of the Continuation Regulations

Provided that, in the event of incompatibility or conflict,

the provisions of these regulations shall prevail.

(2) Continuance as aforesaid may only take place if it is within

the power of such body, authorised undertaking or enrolled

company, carrying on business of insurance, so to continue and the

continuance is approved -

(a) in the case of a body corporate formed, incorporated or

registered under the laws of an approved country or

jurisdiction outside Malta, desiring to continue as an

authorised undertaking or enrolled company, carrying

on business of insurance under the Act or the

Insurance Distribution Act, as the case may be, in such

manner, by such constituted body and with such

majority as would be equivalent, under the laws of the

country of its incorporation or registration and

according to the instrument whereby it is constituted,

of an extraordinary resolution under the laws of Malta;

and

(b) in the case of an authorised undertaking or enrolled

company desiring to continue under a foreign

jurisdiction, by an extraordinary resolution of the

shareholders of such undertaking or company.

(3) Where continuance as aforesaid entitles or requires the

body corporate, authorised undertaking or enrolled company,

carrying on business of insurance, as the case may be, to redeem

the interest of dissenting persons whose approval is required, such

interest may be redeemed on such terms as may be agreed or as the

INSURANCE BUSINESS (CONTINUANCE OF COMPANIES

CARRYING ON BUSINESS OF INSURANCE)

courts in Malta may, on demand of either party, establish.

(4) The continuance of a body corporate registered,

incorporated or constituted in a country outside Malta as an

authorised undertaking or enrolled company, carrying on business

of insurance in Malta shall be effected by an instrument of

continuation containing, in addition to the declarations relating to

the continuance, the equivalent of a memorandum and articles or

equivalent deed of partnership as is required by the Companies Act,

in order that a company may be authorised under the Act or

enrolled under the Insurance Distribution Act, as the case may be,

as an authorised undertaking or enrolled company, carrying on

business of insurance, and showing on the face of it that the

continuance has been approved as provided in sub-regulation (2).

(5) The delivery of the instrument of continuation to the

Registrar of Companies shall, for all purposes of the Companies

Act, be equivalent to the delivery of the memorandum and articles

of a company or to the deed of partnership, as the case may be, as if

it were a company to be formed and registered under that Act and

the Registrar of Companies shall treat it accordingly.

(6) Upon its registration as provided in sub-regulation (5), and

its authorisation under the Act, or its enrolment under the Insurance

Distribution Act, the body corporate shall cease to be a body

corporate under its previous jurisdiction and shall continue its

corporate existence under the laws of Malta, and retain all its

assets, rights and liabilities as a company otherwise formed and

registered under the Companies Act, and authorised under the Act

or enrolled under the Insurance Distribution Act, as the case may

be.

(7) The continuance of an authorised undertaking or enrolled

company, carrying on business of insurance, as a body corporate

under a foreign jurisdiction shall not take place unless -

(a) such continuance, or similar process, including

conversion, is permitted by the law of such foreign

jurisdiction and in accordance with such provisions

thereof as may bring about such continuance, or

similar process; and

(b) such continuance, or similar process, will operate the

continuation of the corporate existence of the

authorised undertaking or the enrolled company,

carrying on business of insurance as, or its conversion

into, a body corporate which will continue to retain or

will succeed to all assets, rights and liabilities of such

undertaking or company.

(8) Notwithstanding the foregoing provisions of this

regulation, an authorised undertaking or enrolled company,

carrying on business of insurance, shall not cease to be a company

subject to Maltese jurisdiction until the Registrar of Companies has

received notice in writing of the continuance, or other process,

made as aforesaid and unless and until, being satisfied that the

requirements of this regulation have been complied with, he has

registered such continuance and has, in consequence thereof and by

INSURANCE BUSINESS (CONTINUANCE OF COMPANIES

CARRYING ON BUSINESS OF INSURANCE)

virtue of this regulation, struck the name of such undertaking or

company off the register.