INSURANCE BUSINESS (REORGANISATION AND WINDING UP OF INSURANCE UNDERTAKINGS) REGULATIONS

SUBSIDIARY LEGISLATION 403.15

INSURANCE BUSINESS (REORGANISATION AND

WINDING UP OF INSURANCE UNDERTAKINGS)

REGULATIONS

1st May, 2004

LEGAL NOTICE 208 of 2004, as amended by Legal Notices 403 of 2015

and 317 of 2024.

The title of these regulations is the Insurance Business

(Reorganisation and Winding Up of Insurance Undertakings)

Regulations.

PRELIMINARY

(1)

In these regulations, unless the context otherwise

requires -

"the Act" means the Insurance Business Act;

"administrator" means

(a) in Malta, any person or body appointed by the relevant

authorities for the purpose of administering

reorganisation measures; or

(b) in another Member State or EEA State, any person or

body appointed by the foreign administrative or

judicial authorities or by the governing bodies of an

insurance undertaking authorised in that Member State

or EEA State for the purposes of administering

reorganisation measures;

" br a n c h " me a n s an y p e r m a ne nt p r e s e n c e of an i ns u r a nc e

undertaking in the territory of a Member State or an EEA State

other than the home Member State which carries on business of

insurance;

"the competent authority" means the Malta Financial Services

Authority established by the Malta Financial Services Authority

Act;

"court" means the Civil Court, in its contentious jurisdiction in

its role as the judicial authority competent for the purposes of the

reorganisation measures or winding-up proceedings in terms of

Title II of Part V and Part VI of the Companies Act;

"EEA State" means a State which is a contracting party to the

agreement on the European Economic Area signed at Oporto on the

2nd May 1992 as amended by the Protocol signed at Brussels on

the 17th March 1993 and as amended from time to time;

"European insurance undertaking" means an undertaking having

its head office in a Member State or an EEA State, other than

Malta, pursuing the activity of direct insurance within the meaning

of Article 2 of the Solvency II Directive, which has received

authorisation under Article 14 of the Solvency II Directive;

"foreign administrative or judicial authorities" means the

administrative or judicial authorities competent for reorganisation

measures or winding-up proceedings in accordance with the

legislation or procedures of any Member State or EEA State, other

than Malta;

"foreign authority" means the supervisory authorities of a

Member State or an EEA State, other than Malta, within the

meaning of Article 13(10) of the Solvency II Directive;

"home Member State" means the Member State or EEA State in

which the head office of the insurance undertaking covering the

commitment or risk is situated;

"host Member State" means the Member State or EEA State other

than the home Member State in which an insurance undertaking has

a branch;

"insurance claim" means -

(a) any amount which is owed by an insurance

undertaking to insured persons, policyholders,

beneficiaries or any injured party having direct right of

action against the insurance undertaking and which

arises from an insurance contract or from any

operation provided for in Articles 2(3)(b) and (c) of

the Solvency II Directive in direct insurance business,

including an amount set aside for those

aforementioned persons, when some elements of the

debt are not known; and

(b) the premium owed by an insurance undertaking as a

result of the non-conclusion or cancellation of an

insurance contract or any operation referred to in

paragraph (a) in accordance with the law applicable to

such a contract or operation before the commencement

of the winding-up proceedings;;

"insurance creditor" means a person who has an insurance claim

against a Maltese insurance undertaking;

"liquidator" means -

(a) in Malta, a liquidator appointed under the Companies

Act or the Act, as applicable, to a Maltese insurance

undertaking and includes the Official Receiver when

acting in the capacity of liquidator; or

(b) in another Member State or EEA State, any person or

body appointed by the foreign authorities, foreign

administrative or judicial authorities or by the

governing bodies of an insurance undertaking

authorised in that Member State or EEA State, for the

purposes of administering winding up proceedings;

"Maltese insurance undertaking" means an undertaking whose

head office is in Malta and is authorised under the Act to carry on

business of insurance, but excludes an undertaking whose business

is restricted to reinsurance;

"Member State" means a Member State of the European Union;

''relevant authorities'' means the authorities, as defined in Article

268(1)(a) of the Solvency II Directive, which are competent for the

purposes of the reorganisation measures or the winding-up

proceedings in Malta, including the court and the competent

authority;

"reorganisation measures" means measures involving any

intervention by the relevant authorities or by the foreign

authorities, or foreign administrative or judicial authorities which

are intended to preserve or restore the financial situation of an

insurance undertaking and which affect pre-existing rights of

parties other than the insurance undertaking itself, including but

not limited to measures involving the possibility of a suspension of

payments, suspension of enforcement measures or reduction of

claims;

"winding-up proceedings" means the collective proceedings

involving the realisation of the assets of an insurance undertaking

and the distribution of the proceeds among the insurance creditors,

creditors, shareholders or members as appropriate, which

necessarily involve any intervention by the relevant authorities or

by foreign aut horities or foreign administrative or judicial

authorities, including where the collective proceedings are

terminated by a composition or other analogous measure, whether

or not they are founded on insolvency or are voluntary or wound up

by the court.

(2) Words and expressions used in these regulations which are

also used in the Act, but which are not defined herein, shall have

the same meaning as in the Act.

PART I

REORGANISATION MEASURES

(1) Only the relevant authorities shall be entitled to decide

on the reorganisation measures with respect to a Maltese insurance

undertaking, including its branches.

(2) Reorganisation measures adopted in respect of a Maltese

insurance undertaking, including its branches established in host

Member States shall be governed by the Act or the Companies Act,

as applicable, unless otherwise provided by regulations 19 to 28

Provided that, reorganisation measures shall not preclude

the dissolution and consequential winding up of the Maltese

insurance undertaking concerned.

(3) The reorganisation measures adopted pursuant to sub-

regulation (2) shall be fully effective in other Member States or

EEA States without any further formalities, including against third

p a r t i e s i n o t h e r M e m b e r St a t e s o r E E A St a t e s , e v e n i f t h e

legislation of those other Member States or EEA States does not

provide for such reorganisation measures, or alternatively makes

their implementation subject to conditions which are not fulfilled.

(4) The reorganisation measures adopted pursuant to sub-

regulation (2) shall be effective in other Member States or EEA

States once they become effective in Malta.

(5) Nothing in these regulations shall prejudice the powers of

the competent authority in relation to reorganisation measures with

respect to a Maltese insurance undertaking including its branches

established in host Member States, where provided for in the Act.

(1) Where the relevant authority is not the competent

authority, the relevant authorities shall inform, as a matter of

u rg e n c y t h e c o m p e t e n t a u t h o r i t y o f t h e i r d e c i s i o n o n a n y

reorganisation measure, in order to obtain its views on the adoption

of such measures and the practical effects which it may have,

before the adoption of such measure and failing that immediately

thereafter.

(2) Where the court is the relevant authority and makes a

decision, order or appointment of -

(a) any compromise or arrangement in terms of article 327

of the Companies Act, or

(b) a company recovery order and appoints a special

controller in accordance with article 329B of te

Companies Act,

it shall immediately inform the competent authority, or cause the

competent authority to be informed without delay, of the decision,

order or appointment which has been made

Provided that, where the reorganisation measure involves a

company recovery order in terms of the Companies Act, the

provisions of article 329B(3)(d) of the Companies Act shall apply

(3) Where the competent authority is informed of a decision,

order or appointment in accordance with this regulation, it shall, in

turn without delay and by any means available, inform all foreign

authorities of the decision to adopt reorganisation measures

including the possible practical effects of such measures on -

(a) the business of the Maltese insurance undertaking; and

(b) the rights of policyholders under contracts of

insurance effected and carried out by the Maltese

insurance undertaking.

(1) The administrator or any other person appointed by the

relevant authorities shall make public any decision on a

reorganisation measure by

(a) publishing a notice of the decision in at least two local

daily newspapers, of which one is published in the

Maltese language and the other in the English

language, and the text of the measure shall be, in

Maltese in the Maltese daily, and in English in the

English daily; and in any other manner as determined

by the relevant authorities; and

(b) publishing an extract from the document establishing

the reorganisation measure in the Official Journal of

the European Union in the English and the Maltese

language at the earliest opportunity.

(2) The publication made pursuant to sub-regulation (1) shall

specify

(a) the name of the relevant authorities;

(b) a summary of the terms of the decision, appointment

or order, as the case may be;

(c) the name of the administrator or any other person

involved in the reorganisation measures, if any; and

(d) the statutory provisions in accordance with which the

decision, appointment or order has been made.

(3) The reorganisation measures shall apply regardless of the

provisions concerning publication set out in sub-regulations (1) and

(2) and shall be fully effective against creditors, unless the relevant

authorities, the provisions of the Companies Act or the Act, as

applicable, provide otherwise.

(4) This regulation is without prejudice to any requirement to

publish information imposed upon the administrator in accordance

with the Companies Act.

(5) Without prejudice to the provisions of the Companies Act,

where the reorganisation measure affects exclusively the rights of

shareholders, members or employees of a Maltese insurance

undertaking considered in those capacities, sub-regulations (1) and

(2) shall not apply; and in such a case, the relevant authorities shall

determ ine the manner in which shareholders, members and

employees affected by such reorganisation measures shall be

informed.

(1) Subject to sub-regulation (2), the administrator or any

person appointed for this purpose by the relevant authorities shall,

without delay, inform by written notice all known creditors

individually, including creditors who have their habitual place of

residence, domicile or head off ice outside of Malta, of the

reorganisation measures which have commenced.

(2) The written notice referred to in sub-regulation (1) shall

also include the following information

(a) the reorganisation measures which have commenced in

relation to a Maltese insurance undertaking;

(b) the date from which that decision, order or

appointment relating to reorganisation measures of the

Maltese insurance undertaking has effect;

(c) if applicable, the date by which a creditor must lodge

his claim in writing or submit any written observations

concerning his claim;

(d) the matters which must be stated in a creditor’s claim;

(e) whether creditors whose claims are preferential or

secured in rem, need to lodge their claims;

(f) the details of the person to whom any such claim or any

written observations on a claim must be lodged; and

(g) the consequence of any failure to lodge a claim or

submit written observations by any specified time

limit.

(3) In addition to the matters referred to in the subregulation

(2), insurance creditors shall be notified of the following matters

(a) the effect which the decision will have, or is likely to

have on the kind of contract of insurance under, or in

connection with which that creditor’s insurance claim

against the Maltese insurance undertaking is founded;

(b) the date from which any variation resulting from the

order or decision to the risks covered by, or the sums

recoverable under, that contract has effect; and

(c) the date on which the insurance contracts or operations

will cease to produce effect and the rights and duties of

insured persons with regard to the contract or

operation.

(4) For the purposes of this regulation, a creditor is a ''known''

creditor, if the persons mentioned in sub-regulation 2(f) are aware

of, or should reasonably be aware of -

(a) the identity of the creditor;

(b) a claim or potential claim of the creditor; and

(c) a recent address where the creditor is likely to receive

a communication.

(1) Any creditor, including public authorities, of a Maltese

insurance undertaking, having their habitual place of residence,

domicile or head office outside of Malta, shall have the right to

lodge claims or to submit written observations relating to claims.

(2) For the avoidance of doubt, the claims of all creditors

having their habitual place of residence, domicile or head office

outside of Malta shall be treated in the same way and accorded the

same ranking as claims of an equivalent nature which may be

lodged by creditors who have their habitual place of residence,

domicile or head office in Malta.

(3) A creditor shall send copies of supporting documents, if

any, and shall indicate -

(a) the nature of the claim;

(b) the date on which it arose;

(c) the amount of the claim;

(d) whether he alleges preference, security in rem or

reservation of title in respect of the claim; and

(e) where appropriate, the assets that are covered by his

security.

(1) Subject to sub-regulation (3), the information in the

notice referred to in regulation 6 shall be provided in the Maltese

and, or English language, as appropriate, or any other language as

agreed to with the relevant authorities.

(2) The notice referred to in sub-regulation (1) shall, in the

case of the lodging of claims, be headed with the words ''Invitation

to lodge a claim: time limits to be observed'', and in the case of

submission of observations relating to claims, it shall be headed

''Invitation to submit observations relating to a claim: time limits to

be observed'', and such heading shall be written in every official

language of the European Union or any other language as agreed to

with the relevant authorities.

(3) Where the known creditor is an insurance creditor, the

information in the notice referred to in regulation 6 shall be

provided in the domestic language of such creditor.

(4) A creditor who submits a claim or observations relating to

such claim may do so in his domestic language, provided that the

requirements of the following paragraphs are complied with

(a) where a creditor submits a claim in his domestic

language, the document must be headed with the

words "Lodgement of claim" (in English);

(b) where a creditor submits observations on his claim

(otherwise than in the document by which he submits

his claim), the observations must be headed with the

words "Submission of observations relating to claims"

(in English).

(5) For the purposes of this regulation, "domestic language" in

relation to a creditor means the official language, or one of the

official languages of the Member State or EEA State in which he is

habitually resident or domiciled or, if the creditor is not an

individual, the place in which the creditor’s head office is located.

PART II

WINDING-UP PROCEEDINGS

(1) Without prejudice to article 28(1) of the Act, a decision

concerning the dissolution and winding up of a Maltese insurance

undertaking, including its branches in host Member States, shall

only be taken by the relevant authorities in Malta

Provided that, the decision to dissolve and wind-up a

Maltese insurance undertaking, including its branches in host

Member States, may be taken in the absence, or following the

adoption of reorganisation measures.

(2) Where the relevant authority is not the competent authority,

the relevant authorities shall, upon receipt of an application for

winding up proceedings, inform the competent authority regarding

this request in order to obtain its views on the adoption of such

measures and the practical effect which they may have.

(3) Where the court takes a decision concerning the dissolution

and consequential winding up with respect to a Maltese insurance

undertaking, including its branches established in any Member

State or EEA State, which includes an order or appointment of -

(a) a winding up order under article 219 of the Companies

Act; or

(b) the appointment of a provisional administrator under

article 228 of the Companies Act;

it shall immediately inform the competent authority, or cause the

competent authority to be informed without delay of the decision,

order or appointment which has been made.

(4) Where an arrangement has been concluded pursuant to

article 291 of the Companies Act, any person appointed by the

Maltese insurance undertaking or creditors shall inform the

competent authority of the arrangement which has been approved.

(5) Where a liquidator is appointed in a creditor’s voluntary

winding-up as mentioned in article 230 of the Companies Act, the

liquidator shall inform the competent authority of his appointment.

(6) Without prejudice to article 42 of the Act, where in the case

of a member’s voluntary winding up, a liquidator is appointed in

terms of article 270 of the Companies Act, the liquidator shall

inform the competent authority of his appointment; and in addition,

where the provisions of article 272 of the Companies Act apply, the

liquidator shall inform the competent authority that he is of the

opinion that the Maltese insurance undertaking will not be able to

pay its debts within the period stated in the declaration of solvency.

(7) For the avoidance of doubt, where the competent authority

issues an order for the dissolution and winding up in terms of

article 28 of the Act, any disposition of the property of the

company or any other act which would otherwise require the

written approval of the competent authority in terms of the Act,

made after the date of the said order, shall be void, unless the

competent authority otherwise approves in writing.

(8) Where the competent authority is informed of a decision,

order or appointment in accordance with sub-regulations (3) to (6),

the competent authority shall in turn, without delay and by any

means available inform the foreign authority in all Member States

or EEA States -

(a) that a decision, order or appointment has been made,

and

(b) the possible effects of a decision, order or appointment

of that kind on -

(i)

the business of the Maltese insurance

undertaking, and

(ii)

the rights of policyholders under contract of

insurance effected and carried out by the

Maltese insurance undertaking.

(9) A decision concerning the dissolution and winding up of a

Maltese insurance undertaking, including its branches in host

Member States, adopted in accordance with the Companies Act or

the Act, as applicable, shall be recognised in other Member States

or EEA States without any further formalities, and shall be

effective as soon as the decision is effective in Malta.

(10) Nothing contained in these regulations shall prejudice the

powers of the competent authority in relation to winding up

proceedings with respect to a Maltese insurance undertaking,

including its branches established in host Member States, where

provided for in the Act.

(1) This regulation is subject to the provisions of

regulations 19 to 28.

(2) Without prejudice to the provisions of articles 28, 41 and 42

of the Act, a Maltese insurance undertaking shall dissolve and

consequentially wind up, under and in accordance with these

regulations and the Companies Act as made applicable by these

regulations.

(3) Where a Maltese insurance undertaking is being wound up,

matters set out in paragraphs (a) to (m) shall be determined in

accordance with the applicable Maltese law. These matters are

(a) the assets which form part of the estate of the Maltese

insurance undertaking;

(b) the treatment of assets acquired by, or devolving to,

the Maltese insurance undertaking after the making of

a winding up order;

(c) the respective powers of the Maltese insurance

undertaking and the liquidator;

(d) the conditions under which set-off may be invoked;

(e) the effects of the winding up proceedings on current

contracts to which the Maltese insurance undertaking

is a party;

(f)

the effects of the winding up proceedings on

proceedings brought by individual creditors, with the

exception of lawsuits pending as provided for in

regulation 28;

(g) the claims which are to be lodged against the estate of

the Maltese insurance undertaking;

(h) the treatment of claims against the Maltese insurance

undertaking arising after the commencement of the

winding up proceedings;

(i)

the rules governing -

(i)

the lodging, verification and admission of

claims,

(ii) the distribution of proceeds from the realisation

of assets,

(iii) the ranking of claims,

(iv) the rights of creditors who have obtained partial

satisfaction after the making of the winding up

order by virtue of a right in rem or through set-

off;

(j)

the conditions for and the effects of completion of

winding up proceedings, in particular by composition;

(k) the rights of creditors after the completion of the

winding up proceedings;

(l)

the person who is to bear the cost and expenses

incurred in the winding up proceedings;

(m) the rules relating to the nullity, voidability or

unenforceability of legal acts detrimental to all the

creditors

Provided that, in so far as the provisions of this

subregulation are inconsistent with the provisions of the Act, the

provisions of the Act shall prevail, and the provisions of any other

law shall to the extent of the inconsistency, not apply to Maltese

insurance undertakings.

Notwithstanding the provisions of any other law, the assets

of the Maltese insurance undertaking which are prohibited from

being freely disposed of under article 41(2) of the Act, or by virtue

of or under any other provision of the said Act, shall be available

only for meeting the liabilities of the undertaking arising out of its

business of insurance

Provided that, insurance claims shall rank before any other

claim against such assets

Provided further that motor insurance claims in relation to

claims underwritten under class 10 as specified in Part I of the Third

Schedule to the Act, shall rank before any other insurance claim.

Repealed by Legal Notice 317 of 2024.

(1) Where winding-up proceedings have commenced in

respect of a Maltese insurance undertaking, the authorisation of the

Maltese insurance undertaking shall be automatically revoked in

terms of article 25(a) of the Act, except to the extent necessary for

the purposes of sub-regulation (3).

(2) Where any action has been taken in terms of sub-regulation

(1), the provisions set out in article 27(5) of the Act shall apply.

(3) The revocation of authorisation pursuant to subregulation

(1) shall not prevent the liquidator or any other person appointed by

the relevant authorities from carrying on some of the Maltese

insurance undertaking’s activities in so far as that is necessary or

appropriate for the purposes of winding up

Provided that, such activities shall be carried on with the

consent and under the supervision of the competent authority.

(1) Where -

(a) an arrangement has been entered into between a

Maltese insurance undertaking and its creditors in

terms of article 291 of the Companies Act;

(b) an order has been made appointing a provisional

administrator in accordance with article 228 of the

Companies Act;

(c) a winding up order has been made by the court under

Title II of Part V of the Companies Act; or

(d) a liquidator has been appointed in terms of article

28(1) of the Act, or articles 230 or 270 of the

Companies Act,

the relevant authority, the liquidator or any person appointed for

that purpose by the relevant authority shall publish

(i)

an extract from the decision or order to

commence winding-up proceedings in at least

two local daily newspapers, of which one is

published in the Maltese language and the other

in the English language, and the text of the

proceedings shall be, in Maltese in the Maltese

daily, and in English in the English daily; and in

any other manner as determined by the relevant

authority; and

(ii) an extract from the winding up decision in the

Official Journal of the European Union in the

English and the Maltese language at the earliest

opportunity.

(2) The publication of an extract from the decision made

pursuant to sub-regulation (1) shall specify -

(a) the name of the relevant authority;

(b) a summary of the terms of the decision, appointment

or order, as the case may be;

(c) the statutory provisions in accordance with which

dissolution and consequential winding-up has

commenced;

(d) the name of the liquidator or any other person involved

in the winding-up, if any.

(3) This regulation is without prejudice to any requirement

imposed on the relevant authority under the provisions of Title II of

Part V of the Companies Act.

(4) For the purposes of this regulation "relevant authority"

means and includes -

(a) in the case of an arrangement entered into between the

Maltese insurance undertaking and the creditors, the

person appointed by either the Maltese insurance

undertaking or creditors;

(b) in the case of a creditors’ voluntary winding up, the

liquidator;

(c) in the case of a members’ voluntary winding up, the

liquidator;

(d) in the case of a winding up order, the liquidator;

(e) in the case if an order appointing a provisional

INSURANCE BUSINESS (REORGANISATION

AND WINDING UP OF INSURANCE UNDERTAKINGS)

administrator, the provisional administrator; and

(f)

a liquidator appointed in terms of article 28 of the Act.

(1) Subject to sub-regulation (2), the liquidator or any

other person appointed for this purpose by the relevant authorities

shall without delay inform by written notice all known creditors

individually, including creditors who have their habitual place of

residence, dom icile or head office outside of Malta, of the

commencement of winding-up proceedings.

(2) The written notice referred to in sub-regulation (1) shall

also include the following information

(a) that winding-up proceedings have commenced in

relation to a Maltese insurance undertaking;

(b) the date from which that decision to wind up the

Maltese insurance undertaking has effect;

(c) the date, if applicable, by which a creditor must lodge

his claim in writing or submit written observations

concerning his claim;

(d) the matters which must be stated in a creditor’s claim;

(e) whether creditors whose claims are preferential or

secured in rem, need to lodge their claims;

(f)

the details of the person to whom any such claim or

any observations on a claim must be submitted; and

(g) the consequence of any failure to lodge a claim or

written observations by any specified time limit.

(3) In addition to the matters referred to in the subregulation

(2), insurance creditors must be notified of the following matters

(a) the effect which the decision will have, or is likely to

have on the kind of contract of insurance under, or in

connection with which that creditor’s insurance claim

against the Maltese insurance undertaking is founded;

(b) the date from which any variations resulting from the

order or decision to the risks covered by, or the sums

recoverable under, that contract has effect; and

(c) the date on which the insurance contracts or operations

will cease to produce effect and the rights and duties of

insured persons with regard to the contract or

operation.

(4) For the purposes of this regulation, a creditor is a "known"

creditor if the persons mentioned in sub-regulation (2)(f) are aware

of, or should reasonably be aware of -

(a) the identity of the creditor;

(b) the claim or potential claim of the creditor; and

(c) a recent address where the creditor is likely to receive

a communication.

(1) Any creditor, including public authorities, of a Maltese

insurance undertaking, having their habitual place of residence,

domicile or head office outside of Malta, shall have the right to

lodge claims or to submit written observations relating to claims.

(2) For avoidance of doubt, the claims of all creditors having

their habitual place of residence, domicile or head office outside of

Malta shall be treated in the same way and accorded the same

ranking as claims of an equivalent nature which may be lodged by

creditors who have their habitual place of residence, domicile or

head office in Malta.

(3) A creditor shall send copies of supporting documents, if

any, and shall indicate -

(a) the nature of the claim;

(b) the date on which it arose;

(c) the amount of the claim; and

(d) whether he alleges preference, security in rem or

reservation of title in respect of the claim; and

(e) where appropriate, the assets that are covered by his

security.

(1) Subject to sub-regulation (3), the information in the

notice referred to in regulation 15 shall be provided in the Maltese

and/or English language, as appropriate, or any other language as

agreed to with the relevant authorities.

(2) The notice referred to in sub-regulation (1) shall, in the

case of the lodging of claims, be headed with the words ''Invitation

to lodge a claim: time limits to be observed'', and in the case of

submission of observations relating to claims, it shall be headed

''Invitation to submit observations relating to a claim: time limits to

be observed'' and such heading shall be written in every official

language of the European Union, or any other language as agreed to

with the relevant authorities.

(3) Where the known creditor is an insurance creditor, the

information in the notice referred to in regulation 15 shall be

provided for in the domestic language of such creditor.

(4) A creditor who submits a claim or observations relating to

such claim may do so in his domestic language, provided that the

requirements of the following paragraphs are complied with

(a) where a creditor submits a claim in his domestic

language, the document must be headed with the

words "Lodgement of claim" (in English);

(b) where a creditor submits observations on his claim

(otherwise than in the document by which he submits

his claim), the observations must be headed with the

words "Submission of observations relating to claims"

(in English).

(5) For the purposes of this regulation, ''domestic language'' in

relation to a creditor means the official language, or one of the

official languages of the Member State or EEA State in which he is

habitually resident or domiciled or, if the creditor is not an

individual, the language of the Member State or EEA State in

which the creditor’s head office is located.

(1) Once every twelve months beginning from the date

when his appointment has effect, a liquidator or any other person

appointed for this purpose by the relevant authorities shall send a

written report setting out the position generally as regards the

progress of the winding up to every known creditor.

(2) The requirement in subregulation (1) does not apply where

a l i qu i d a t or o r a n y ot h e r p e r s o n a p p o i nt e d b y t h e r e l e v a n t

authorities is required by such authorities to send a report to

creditors at intervals which are more frequent than those required

by this regulation.

(3) This regulation is without prejudice to any requirement to

send a report to creditors, imposed by the relevant authorities, on

the liquidator or any other person appointed by the relevant

authorities, which is supplementary to the requirements of this

regulation.

(4) Upon a request received from a foreign authority, for

information on developments in the winding up procedure, the

competent authority shall provide such information.

Where a Maltese insurance undertaking is wound up,

commitments arising out of contracts underwritten through a

branch or under the freedom to provide services shall be met in the

same way as those arising out of the other insurance contracts of

that undertaking, without distinction as to nationality as far as the

persons insured and the beneficiaries are concerned.

Where a Maltese reinsurance undertaking authorised under

the Act is wound up, commitments arising out of contracts

underwritten through a branch or under the freedom to provide

services shall be met in the same way as those arising out of the

other reinsurance contracts of that undertaking.

PART III

PROVISIONS COMMON TO REORGANISATION AND

WINDING-UP PROCEEDINGS

(1) Without prejudice to regulations 3 and 10, the effects

of a reorganisation measure or of winding up proceedings on

European employment contracts and European employment

relationships are to be determined exclusively in accordance with

the laws of the Member State or EEA State applicable to the said

contract or relationship.

(2) In this regulation, an employment contract is a European

em ploy ment contract, and an empl oym en t rel ation shi p is a

European employment relationship if it is subject to the law of a

Member State or EEA State.

The effects of a reorganisation measure or of winding up

proceedings on contracts conferring the right to make use of or

acquire immovable property, shall be determined exclusively by the

law of the Member State or EEA State where the immovable

property is situated.

The effects of a reorganisation measure or of winding up

proceedings on the rights of the Maltese insurance undertaking

with respect to -

(a) immovable property;

(b) a ship; or

(c) an aircraft, and

subject to registration in a public register, are to be determined

exclusively by the law of the Member State or EEA State under the

authority of which that register is kept.

(1) The adoption of reorganisation measures or

commencement of winding-up proceedings of a Maltese insurance

undertaking shall not affect the rights in rem of creditors or third

parties in respect of tangible or intangible, movable or immovable

assets including both specific assets and collections of indefinite

assets as a whole which change from time to time belonging to the

insurance undertaking concerned which are situated within the

territory of a Member State or an EEA State, other than Malta, at

the time of the commencement of such measures or proceedings.

(2) The rights in rem referred to in subregulation (1) shall

include at least -

(a) the right to dispose of assets or have them disposed of

and to obtain satisfaction from the proceeds of or the

income from those assets, in particular by virtue of a

lien, or a mortgage;

(b) the exclusive right to have a claim met, in particular a

right guaranteed by a lien in respect of the claim or by

assignment of the claim by way of a guarantee;

(c) the right to demand the assets from, or to require

restitution by, any person having possession or use of

them contrary to the wishes of the party so entitled;

(d) a right to the beneficial use of assets.

(3) A right, recorded in a public register and enforceable

against third parties, under which a right in rem within the meaning

of sub-regulation (1) may be obtained, shall be considered to be a

right in rem.

(4) Sub-regulation (1) shall not preclude actions for nullity,

voidability or unenforceability of legal acts detrimental to all the

creditors as referred to in regulation 10(3)(m).

(1) The adoption of reorganisation measures or

commencement of winding-up proceedings in relation to a Maltese

insurance undertaking purchasing an asset, shall not affect the

rights of a seller based on a reservation of title where at the time of

the commencement of such measures or proceedings the asset is

situated within the territory of a Member State or EEA State, other

than in Malta.

(2) The adoption of reorganisation measures or commencement

of winding-up proceedings against a Maltese insurance undertaking

selling an asset, after the delivery of the asset, shall not constitute

grounds for rescinding or terminating the sale and shall not prevent

th e p urchaser from acquirin g title wh ere at the tim e of the

commencement of such measures or proceedings the asset sold is

situated within the territory of a Member State or EEA State, other

than in Malta.

(3) Sub-regulations (1) and (2) shall not preclude actions for

nullity, voidability or unenforceability of legal acts detrimental to

all the creditors as referred to in regulation 10(3)(m).

(1) The adoption of reorganisation measures or

commencement of winding up proceedings shall not affect the

rights of insurance creditors to demand the set-off of their claims

against the claims of the Maltese insurance undertaking.

(2) Sub-regulation (1) does not preclude actions for nullity,

voidability or unenforceability of legal acts detrimental to all the

creditors as referred to in regulation 10(3)(m).

(1) Without prejudice to regulation 22, the effects of a

reorganisation measure or of winding-up proceedings on the rights

and obligations of the parties to a regulated market shall be

determined solely by the law applicable to that market.

(2) Sub-regulation (1) shall not preclude actions for nullity,

voidability or unenforceability of legal acts detrimental to all the

creditors as referred to in regulation 10(3)(m) which may be taken

to set aside payments or transactions under the law applicable to

that market.

(1) Where reorganisation measures and winding up

proceedings have been instituted, the rules relating to detrimental

transactions shall not apply where a person who has benefited from

a legal act detrimental to all creditors provides proof that

(a) the said act is subject to the law of the Member State

or EEA State, other than Malta; and

(b) the law of that Member State or EEA State does not

allow any means of challenging that act in the specific

case.

(2) For the purposes of this regulation "the rules relating to

detrimental transactions" means the rules relating to the nullity,

voidability or unenforceability of legal acts detrimental to all

creditors, as referred to in regulation 10(3)(m).

The following law shall be applicable where, by an act

concluded after the adoption of a reorganisation measure or

commencement of winding-up proceedings, the Maltese insurance

undertaking concerned disposes, for consideration, of any of the

following -

(a) in relation to an immovable asset, the law of the

Member State or EEA State where the immovable is

situated;

(b) in relation to a ship or an aircraft subject to

registration in a public register, the law of the Member

State or EEA State under the authority of which the

register is kept;

(c) in relation to transferable or other securities whose

existence or transfer presupposes entry into a register

or account laid down by law or which are placed in a

central deposit system governed by the law of a

Member State or EEA State, the law of the Member

State or EEA State under the authority of which the

register, account or system is kept.

The effects of reorganisation measures or winding-up

proceedings on a pending lawsuit concerning an asset or a right of

which the Maltese insurance undertaking has been divested shall be

determined solely in accordance with the law of the Member State

or EEA State in which the lawsuit is pending.

(1) In order to secure the rights of interested third parties,

an administrator or liquidator, the relevant authorities, or any

person appointed by the relevant authorities may request that a

reorganisation measure or the decision to commence winding-up

proceedings be registered in any relevant public register kept in

Malta and, or in other Member States or EEA States, and shall take

all the necessary measures to ensure such registration.

(2) The costs of registration shall be regarded as costs and

expenses incurred in the proceedings.

(1) In the event of an insurance undertaking being wound

up, liabilities arising from participation in Community co-

insurance contracts shall be met in the same way as those arising

under that und ertaki ng’s o ther insuran ce contracts wit hout

distinction as to the nationality of the insured and of the

beneficiaries.

(2) For the purpose of this regulation "Community co-

insurance" shall be construed in accordance with Article 190 of the

Solvency II Directive.

All persons required to receive or divulge information in

connection with the procedures of communication laid down in

regulations 4, 9, and 32 shall be bound by the duty of professional

secrecy in the same manner as laid down in Article 64 to 69 of the

Solvency II Directive, with the exception of any judicial authorities

to which existing national provisions apply.

(1) Where a third country insurance undertaking

authorised under the Act has a branch established in Malta, both the

relevant authorities and the competent authority, as applicable,

shall have jurisdiction to decide on reorganisation measures and

winding up proceedings in relation to such branch of the insurance

undertaking.

INSURANCE BUSINESS (REORGANISATION

AND WINDING UP OF INSURANCE UNDERTAKINGS)

(2) The relevant authorities and the competent authority shall

endeavour to coordinate their actions with foreign administrative or

judicial authorities and the foreign authority where the third

country insurance undertaking has established branches in other

Member States or EEA States.

(3) The administrators and liquidators involved shall likewise

endeavour to coordinate their actions.

(4) The provisions contained in this regulation are without

prejudice to the provisions of article 28(3) of the Act.

PART IV

REORGANISATION MEASURES AND WINDING UP

PROCEEDINGS IN RESPECT OF EUROPEAN INSURANCE

UNDERTAKINGS EFFECTIVE IN MALTA

(1) The adoption of a reorganisation measure or

commencement of winding-up proceedings of a European

insurance undertaking has effect in Malta in relation to -

(a) a branch of a European insurance undertaking;

(b) any property or other assets of the European insurance

undertaking;

(c) any debt or liability of such European insurance

undertaking, as if it were commenced under the

Companies Act.

(2)

(a) Subject to sub-regulation (4), an administrator or

liquidator appointed in accordance with the law of the

home Member State, may exercise in Malta, in relation

to a European insurance undertaking which is subject

to a reorganisation measure or winding-up

proceedings, any function which, pursuant to that

measure or order, he is entitled to exercise within the

home Member State in relation to that European

insurance undertaking.

(b) Persons to assist or represent an administrator or

liquidator referred to in paragraph (a), may be

appointed in accordance with the law of the home

Member State, in Malta, and specifically in order to

help overcome any difficulties encountered by the

creditors in Malta.

(3) The appointment of the administrator or liquidator of the

home Member State shall be evidenced -

(a) by a certified copy of the order or decision by the

foreign administrative or judicial authorities

responsible for reorganisation or winding up in the

home Member State by or under which the

administrator or liquidator was appointed; or

(b) by any other certificate issued by the foreign

administrative or judicial authorities which have

jurisdiction in relation to a reorganisation measure or

winding up proceedings,

and accompanied by a translation in the English language of that

order, decision or certificate.

(4) In exercising the functions of the kind mentioned in

subregulation (2), the administrator or the liquidator -

(a) shall not take any action which would constitute an

unlawful use of force in Malta;

(b) shall not rule on any legal proceedings or disputes

arising from a matter falling within Parts I, II and III

of these regulations;

(c) notwithstanding the way in which functions may be

exercised in the home Member State, shall act in

accordance with the laws or rules as to procedure

which are effective in Malta.

(5) For the purposes of subregulation (4)(c) "laws or rules as to

procedure" means -

(a) requirements as to consultation with or notification of

employees of a European insurance undertaking;

(b) laws and procedures relevant to the realisation of

assets; or

(c) where the administrator or liquidator is bringing or

defending legal proceedings in the name and on behalf

of a European insurance undertaking, the relevant

rules of court.

PART V

MISCELLANEOUS

(1) The purpose of these regulations is to implement Title

IV of the Solvency II Directive, and shall be interpreted and

applied accordingly.

(2) In the event that any of these regulations conflict with the

provisions of the Directive, the latter shall prevail.

These regulations shall only apply to reorganisation

measures or winding up proceedings adopted immediately after the

date of coming into force of these regulations.

Nothing in the Insurance Business (Reorganisation and

Wi n d i n g U p o f I n s u r a n c e U n d e r t a k i n g s ) ( A m e n d m e n t )

Regulations, 2015, shall be deemed to affect anything done, or

omitted to be done prior to the coming into force of such

regulations.