2015, as amended by Legal Notice 150
these regulations is the Investment Firms (Reorganisation and Winding-up) Regulations. 2.
these regulations is to implement the provisions
Directive 2001⁄24⁄EC
the European Parliament and
the Council
4th April, 2001 on the reorganisation and wi n d in g - u p o f i nv e s t m e n t fi r m s , a s r e n d e r e d a p pl i c a b le to investment firms by Article 117
Directive 2014/59/EU
the European Parliament and
the Council
15th May 2014, establishing a framework for the recovery and resolution
credit institutions and investment firms, and shall be interpreted and applied accordingly. Citation. Purpose.
these regulations and the provisions
the Directives mentioned in subregulation
the Directives shall prevail. 3.
the CRD and the CRR and to their branches located in other Member States or EEA States; and Part IV
these regulations applies to branches present in Malta
investment firms authorized in another Member State or EEA State which are subject to the requirements
the said CRD and CRR. These regulations shall not apply to those branches
investment firms that are situated in a Member State or an EEA State in which they have their head
fices.
these regulations shall also apply to the financial institutions, firms and parent undertakings falling within the scope
Directive 2014/59/EU in the event
application
the resolution tools and exercise
the resolution powers provided for in Directive 2014/59/EU
the European Parliament and
the Council.
these regulations relating specifically to the branches
an investment firm not having a head
fice within a Member State or an EEA State apply only where such investment firm has branches in at least two States being either a Member State or an EEA State. Scope. Amended by: L.N. 150
the Resolution Committee, and a decision placing an investment firm into normal insolvency proceedings shall be taken only with the consent
the Resolution Committee as provided for in regulation 86
the Recovery and Resolution Regulations made under the Malta Financial Services Authority Act.
coming into force
these regulations. Interpretation. Amended by: L.N. 150
Malta that are competent for the purposes
reorganisation measures or winding-up proceedings; ''administrator'' means a special controller appointed under the Companies Act; or a controller appointed under the Controlled Companies (Procedure for Liquidation) Act; or a competent person appointed under article 15A
the Act; or any other person or body appointed by the competent authority or the foreign judicial or administrative authority for the purpose
administering reorganisational measures; ''branch'' means a place
business which forms a legally dependent part
an investment firm and which carries out directly a l l o r so m e o f t h e t r a n s a c t i o n s i n h e r e n t i n t h e b u s i n e s s o f investment firms, as defined in point
the CRR; Cap. 330 ''the BRRD'' means Directive 2014/59/EU
the European Parliament and
the Council
15 May 2014 establishing a framework for the recovery and resolution
credit institutions and investment firms and amending Council Directive 82/891/EEC, and Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/EU and 2013/36/EU, and Regulations (EU) No 1093/2010 and (EU) No 648/2012,
the European Parliament and
the Council, as amended from time to time, and includes any implementing measures, implementing technical standards, regulatory technical standards, guidelines and similar measures that have been or may be issued thereunder; ''competent authority'' means the Malta Financial Services Authority established by the Malta Financial Services Authority Act, or, as the case may be, the Resolution Committee established by the Malta Financial Services Authority Act with respect to reorganization measures taken pursuant to the BRRD and to the said Act; INVESTMENT FIRMS (REORGANISATION AND WINDING-UP) [ S.L.370.30 ''the Court'' means the Civil Court in its contentious jurisdiction in its role as the judicial authority competent for the purposes
reorganisation measures or winding-up proceedings in terms
Parts V and VI
the Companies Act; "the CRD" means Directive 2013/36/EU
the European Parliament and
the Council
26 June 2013 on access to the activity
credit institutions and the prudential supervision
credit institutions and investment firms, amending Directive 2002/ 87/EC and repealing Directives 2006/48/EC and 2006/49/EC, as amended from time to time, and includes any implementing measures that have been or may be issued thereunder; ''the CRR'' means Regulation (EU) No 575/2013
the European Parliament and
the Council
26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012, as amended from time to time, and includes any implementing measures that have been or may be issued thereunder; ''EEA State'' means a State which is a contracting party to the agreement on the European Economic Area signed at Oporto on 2nd May, 1992 as amended by the Protocol signed at Brussels on the 17th March, 1993 and as amended by any subsequent acts; ''European investment firm'' means an investment firm having its head
fice in a Member State or an EEA State, other than Malta; ''financial institution'' shall have the same meaning as that assigned to it in point
the CRR; ''foreign authority'' means the body or bodies empowered to supervise investment firms by any Member State or EEA State other than Malta; ''head
fice'' means the
fice that serves as the administrative centre
an investment firm responsible for the activities
overall management
the investment firm including its branches; ''home Member State'' means the Member State or EEA State in which an investment firm has been granted authorisation, as defined in point
the CRR; ''host Member State'' means the Member State or EEA State in which an investment firm has a branch or in which it provides services, as defined in point
the CRR; ''instrument'' means any instrument, contract or right falling within the Second Schedule to the Act and whether or not issued in Malta; ''investment firm'' means a person as defined in point
Directive 2004/39/EC, which is subject to the requirements imposed by that Directive, the CRD and the CRR, excluding the following: (
Section B
Annex I Cap. 386. 3 4 [ S.L.370.30 INVESTMENT FIRMS (REORGANISATION AND WINDING-UP) to Directive 2004/39/EC, which provide only one or more
the investment services and activities listed in points 1, 2, 4 and 5
Section A
Annex I to that Directive, and which are not permitted to hold money or securities belonging to their clients and which for that reason may not at any time place themselves in debt with those clients; ''known creditors'' means creditors where the administrator or liquidator is aware
, or should reasonably be aware
: (
the Companies Act to administer the winding-up
a Maltese investment firm or its branches and includes the
ficial receiver as defined in the Companies Act when acting in the capacity
liquidator and the controller as defined in the Controlled Companies (Procedure for Liquidation) Act when acting in the capacity
liquidator; and (b) in another Member State or EEA State, any person or body duly appointed in accordance with the legislation and procedures
that State, for the purposes
administering winding-up proceedings
a European investment firm or its branches; ''Maltese investment firm” means an investment firm whose home Member State is Malta; ''Member State'' means a member
the European Union; "normal insolvency proceedings" means collective insolvency proceedings which entail the partial or total divestment
a debtor and the appointment
a liquidator or an administrator normally applicable to investment firms under Maltese law and either specific to those investment firms or generally applicable to any natural or legal person; Cap. 386. Cap. 345. ''parent undertaking'' shall have the same meaning as that assigned to it in point
the CRR; ''the Registrar'' means th e person appointed to act as the Registrar
Companies by the Minister responsible for the registration
companies and other commercial partnerships pursuant to article 400
the Companies Act; ''regulated market'' means a regulated market as defined in article 2
the Financial Markets Act; INVESTMENT FIRMS (REORGANISATION AND WINDING-UP) [ S.L.370.30 ''reorganisation measures'' means measures which are intended to preserve or restore the financial situation
an investment firm and which could affect third parties’ pre-existing rights, including measures involving the possibility
a suspension
payments, suspension
enforcement measures or reduction
claims; those measures include the application
the resolution tools and the exercise
resolution powers provided for in the Recovery and Resolution Regulations; "Resolution Committee" means the committee appointed under article 7B
the Malta Financial Services Authority Act; 5 S.L. 330.09 Cap. 330. ''winding-up proceedings'' means collective proceedings opened and monitored by the administrative or judicial authorities
Malta with the aim
realising assets under the supervision
those authorities, including where the proceedings are terminated by a composition or other, similar measure.
an application made in terms
the Companies Act, and the Act, decide on the implementation
reorganisation measures with respect to a Maltese investment firm including its branches established in host States.
a Maltese investment firm including its branches in any other host St a t e s h a l l , u n l e s s e x p r e s s l y p r o v i d e d o t h e r w i s e i n t h e s e regulations, be applied in terms
the Companies Act and the Act as appropriate.
such host State applicable to such third parties, does not provide for such reorganisation measures, or alternatively makes their implementation subject to conditions which are not fulfilled.
the competent authority in relation to reorganisation measures with respect to a Maltese investment firm, including its branches established in host States where provided for in article 15A
the Act. 6.
an application for any reorganisation measure, inform the competent authority regarding this request in order to obtain its views on the adoption
such measure and the practical effects which it may have: Provided that where the reorganisation measure involves a company recovery order in terms
the Companies Act, the provisions
article 329B
the Companies Act shall apply. Adoption
reorganisation measures in Malta. Cap.
the host State. Cap.
any
the following kinds (a) any compromise or arrangement in terms
article 327
the Companies Act; or (b) a company recovery order and appoints a special controller in accordance with article 329B
the Companies Act, it must immediately inform the competent authority, or cause the competent authority to be informed without delay,
the decision, order or appointment which has been made. S.L. 330.09 Cap. 386. Information for the competent authorities and the foreign authority
the home State. Cap.
a decision, order or appointment in accordance with this regulation it shall, in turn without delay and by any means available, inform the foreign authority, if any,
the decision to adopt reorganisation measures including the practical effects which such a measure may have, if possible before it is adopted or otherwise immediately thereafter: Provided that this sub-regulation shall not apply where regulation 83
the Recovery and Resolution Regulations applies, and accordingly the foreign authority shall be informed by the Resolution Committee in terms
such Regulations.
the Registrar
Courts in article 329B
the Companies Act. 7.
an application, the Court deems it necessary to implement one or more reorganisation measures on a branch
a Maltese investment firm situated in another Member State or an EEA State, the Court shall inform the competent authority regarding this request in order to obtain its views on the adoption
such measure and the practical effects which it may have: Provided that where the reorganisation measure involves a company recovery order in terms
the Companies Act, the provisions
article 329B
the Companies Act shall apply.
any
the following kinds (a) any compromise or arrangement in terms
article 327
the Companies Act; or (b) a company recovery order and appoints a special controller in accordance with article 329B
the Companies Act, it must immediately inform the competent authority, or cause the competent authority to be informed without delay,
the decision, order or appointment which has been made.
a decision, order or appointment in accordance with this regulation it shall, in turn without delay and by any means available, inform the foreign au th orit y
t he dec isio n to a dopt reorg anisation measure s including the possible practical effects
such measures. INVESTMENT FIRMS (REORGANISATION AND WINDING-UP) [ S.L.370.30
the Registrar
Courts in article 329B
the Companies Act. 8.
redress and its implementation is likely to affect the rights
third parties, upon the Court’s taking such decision, the administrator or any other person appointed by th e C o u r t i n r e l a t i on t o su c h m ea s u r e , sh a l l a t t h e ea r l ie s t opportunity publish an extract from the Court’s decision in - 7 Cap. 386. Publication
Court decision on reorganisation measures in interests
third parties’ right
redress. (
ficial Journal
the European Union, provided that third party rights in any host State are capable
being affected by the reorganisation measures; and (d) two national newspapers in each host State, provided that third party rights in the host State are capable
being affected by the reorganisation measures.
the Court’s decision taken; (
the date
expiry
the time limit for lodging requests for redress to the Court; and (d) the details
the Court and that it is competent to hear the grievances
persons stipulated under the Companies Act or any other applicable law. Cap. 386.
ficial language
the host State in which the information is published.
the provisions concerning publication set out in sub-regulations
publication provided for in this regulation is without prejudice to the duties
the special controller as stipulated in article 329B
the Companies Act. 9.
their rights to lodge a claim or to submit observations at a creditors meeting, the administrator shall without delay inform in writing all known creditors, including creditors who have their normal place
residence, domicile or head
fice in another Member State or EEA State, about any Court decision, Cap.
articles 327 or 329B
the Companies Act regarding the commencement
reorganisation procedures as well as details regarding the information requested in this regulation: Provided that this sub-regulation shall not apply where regulation 83
the Recovery and Resolution Regulations applies and accordingly the foreign authority shall be informed by the Resolution Committee in terms
such Regulations.
company recovery proceedings the information provided for above shall be supplemental to and without prejudice to the duties
the special controller in article 329B
the Companies Act. Where the special controller is obliged to advise creditors as to the date and venue
any creditors’ meeting to which they may be entitled to attend, sufficient notice shall be given in terms
article 329B
the Companies Act.
ficial languages
the European Union, the heading ''Invitation to lodge a claim. Time limits to be observed.''.
residence, domicile or head
fice in another Member State or EEA State shall have the same right to lodge claims or submit observations in terms
the Companies Act as creditors with their normal place
residence, domicile or head
fice in the home State in accordance with the procedures laid down in regulation 19. (b) A creditor shall send copies
supporting documents, if any, and shall indicate (a) (b) (c) (d) the nature
the claim; the date on which it arose; the amount
the claim; whether the creditor alleges any preference, security in rem or reservation
title in respect INVESTMENT FIRMS (REORGANISATION AND WINDING-UP) [ S.L.370.30
the claim; and (e) the assets that are covered by the creditor’s security. 10.
an application to adopt a decision on a reorganisation measure in relation to a branch present in Malta
an investment firm having its head
fice outside a Member State or EEA State, the Court shall inform the competent authority regarding this request in order to obtain its views on the adoption
such measure and the practical effects which it may have: Provided that where the reorganisation measure involves a company recovery order in terms
the Companies Act, the provisions
article 329B
the Companies Act shall apply.
any
the following kinds (a) any compromise or arrangement in terms
article 327
the Companies Act; or (b) a company recovery order and appoints a special controller in accordance with article 329B
the Companies Act, Branches
third country investment firms - information foreign authority in other host States. Cap.
the decision, order or appointment which has been made.
a decision, order or appointment in accordance with this regulation, it shall, in turn without delay and by any means available, communicate the information outlined above to the foreign authorities
any other host State in which the investment firm has set up branches which are included on the list referred to in Article 5
Directive 2014⁄65⁄EU.
the Registrar
Courts as stipulated in article 329B
the Companies Act. Cap. 386. PART II WINDING-UP PROCEEDINGS 11.
an application in terms
the Companies Act and the Act, decide on opening
winding-up proceedings in respect
a Maltese investment firm, including its branches established in any Member State or EEA State.
a Maltese investment firm including its branches in any host State shall be recognised within the territory
any other Member State or EEA State without any further formalities and shall be effective there as soon as the Court’s decision is effective in Malta. 9 Adoption
winding-up proceedings in Malta. Cap.
an application for any winding-up proceedings, inform the competent authority regarding this request in order to obtain its vi ew s o n the adopt ion
such measures and the practical effects which they may have. Cap. 386. (b) Where the court makes a decision, order or appointment
any
the following kinds (i) a winding-up order under article 219
the Companies Act; or Cap. 386. (ii) the appointment
a provisional administrator under article 228
the Companies Act, it must immediately inform the competent authority, or cause the competent authority to be informed without delay
the decision, order or appointment which has been made. Cap. 386. Cap. 386. Cap. 386. Cap. 386.
a decision, order or appointment in accordance with this regulation, the competent authority shall in turn, without delay and by any means available, inform the foreign authority in all Member States or EEA States that the decision, order or appointment has been made and the possible effects that
a decision, order or appointment
that kind may have.
the Companies Act, any person appointed by the Maltese investment firm or creditors shall inform the competent authority
the arrangement which has been approved.
the Companies Act the liquidator must inform the competent authority
his appointment.
a member’s voluntary winding-up, the liquidator shall in terms
article 272
the Companies Act inform the competent authority if he is
the opinion that the Maltese investment firm will not be able to pay its debts within the period stated in the declaration
solvency.
the Registrar
Courts in articles 224 and 264
the Companies Act.
the competent authority in relation to winding-up proceedings with respect to a Maltese investment firm including its branches established in host States, where provided for in the Act. Applicable law in the winding-up
a Maltese investment firm. Cap. 386. 12.
winding-up and dissolution, shall be made in accordance with the general provisions
the Companies Act.
Malta shall be the applicable law and shall determine in particular: (a) the assets subject to administration and the treatment INVESTMENT FIRMS (REORGANISATION AND WINDING-UP) [ S.L.370.30 11
assets acquired by the investment firm after the opening
winding-up proceedings; (b) the respective powers
the Maltese investment firm and the liquidator; (c) the conditions under which set-
f may be invoked; (d) the effects
the winding-up proceedings on current contracts to which the Maltese investment firm is party; (e) the effects
the winding-up proceedings brought by individual creditors, with the exception
lawsuits pending as provided for in regulation 34; (f) the claims which are to be lodged against the Maltese investment firm and the treatment
claims arising after the opening
winding-up proceedings; (g) the rules governing the lodging, verification and admission
claims; (h) the rules governing the distribution
proceeds from the realisation
assets, the ranking
claims, the rights
creditors who have obtained partial satisfaction after the opening
the winding-up order by virtue
a right in rem or through set-
f; (i) the conditions for and the effects
the closure
winding-up proceedings, in particular by composition; (j) the rights
creditors after the closure
the winding up proceedings; (
legal acts detrimental to all the creditors. 13.
directors or other governing bodies
an investment firm these said governing bodies shall consult the competent authority in the most appropriate form. Consultation with competent authority before voluntary windingup.
the voluntary winding-up
an investment firm shall not preclude the adoption
reorganisation measures or the opening
winding-up proceedings by the Court. 14.
windingup proceedings either in the absence
reorganisation measures or in terms
article 329B
the Companies Act following the failure
reorganisation measures, the authorisation
the investment firm shall be withdrawn by the competent authority in terms
the provisions
article 7
the Act.
authorisation provided for in this regulation shall not prevent the person or persons entrusted with the winding-up from carrying on some
the investment firm’s activities insofar as that is necessary or appropriate for the purposes
winding-up: Withdrawal
an investment firm’s authorisation. Cap.
the competent authority. Publication
decision to open winding-up procedures by liquidator or Court. 15.
ficial Journal
the European Union, provided that third party rights in any host State are capable
being affected by the winding-up proceedings; and (d) two national newspapers in each host State, provided that third party rights in the host State are capable
being affected by the winding-up proceedings.
the body or authority empowered to accept claims or observations relating to claims and the other measures laid down; and (e) as to whether creditors whose claims are preferential or secured in rem need lodge their claims.
ficial languages
the European Union, the heading ''Invitation to lodge a claim. Time limits to be observed.''.
the Registrar
Courts in article 401
the Companies Act. 16.
the applicable time limits for the winding-up proceedings, if any; (c)
the penalties laid down in regards to any time limits, if any; INVESTMENT FIRMS (REORGANISATION AND WINDING-UP) [ S.L.370.30 (d)
the body or authority empowered to accept claims or observations relating to claims and the other measures laid down; and (e) as to whether creditors whose claims are preferential or secured in rem need lodge their claims.
the Companies Act advise creditors as to inter alia the date and venue
any creditors meeting to which the addressee may be entitled to attend such notice in sub-regulation
article 296
the Companies Act. Cap. 386.
ficial languages
the European Union, the heading ''Invitation to lodge a claim. Time limits to be observed.''. 17.
the winding-up once every twelve months, beginning from the date when the liquidator ’s appointment has effect, to every known creditor wheresoever resident or domiciled.
ficial receiver is acting as a liquidator the first such report to creditors is to contain the information required in terms
article 227
the Companies Act.
the Court to send reports to creditors at intervals which are more frequent than those required by this regulation.
the Companies Act. 18.
an investment firm which is not a legal person and which is the subject
winding-up proceedings opened in another Member State or EEA State when it should have been honoured for the benefit
the liquidator in those proceedings, the person honouring the obligation shall be deemed to have discharged it if he was unaware
the opening
proceedings.
proof to the contrary, to have been unaware
the opening
winding-up proceedings.
proof to the contrary, to have been aware
the opening
proceedings. Reports to creditors. Cap. 386. Cap. 386. Honouring
obligations. 13 14 [ S.L.370.30 Right
creditors, etc., to lodge claims. Cap. 386. INVESTMENT FIRMS (REORGANISATION AND WINDING-UP) 19.
a Member State or a EEA State, being domiciled in or having a normal place
residence or head-
fice in a Member State or EEA State other than Malta, shall have all the rights provided to creditors in Part V
the Companies Act to lodge claims or to submit written observations relating to claims in relation to a Maltese investment firm being wound up.
any creditor who is domiciled in or having a normal place
residence or head
fice in any Member State or EEA State other than Malta, shall be treated in the same way as any creditor resident or domiciled or having a head
fice in Malta and accorded the same ranking as claims
an equivalent nature which may be lodged by creditors having their domiciles, normal places
residence, or head
fices in Malta.
supporting documents, if any, and shall indicate: (a) the nature
the claim; (
title in respect
the claim; and (e) what assets are covered by the creditor’s security. Cap. 386. Investment firms the head
fices
which are outside the Community. Cap. 386.
residence or head
fice in a Member State or EEA State other than Malta, may lodge claims or submit observations relating to such claim in the
ficial language or one
the
ficial languages
that other Member State or EEA State. In that event, the lodgement
the creditor’s claim or the submission
observations on such claim shall bear the heading ''Lodgement
claim'' or ''Submission
observations relating to claims'' in English or Maltese. In addition, the creditor may be required to provide a translation into English or Maltese
the lodgement
claim or submission
observations relating to claims or
any
the documentation and, or information required in sub-regulation
this regulation are without prejudice to the provisions
article 232
the Companies Act. 20.
an application to adopt a decision or order to commence winding-up procedures
a branch present in Malta
an investment firm having its head
fice situated outside a Member State or EEA State, the Court shall inform the competent authority regarding this request in order to obtain its views on the adoption
such measure and the practical effects which it may have.
any
the following kinds (a) a winding-up order under article 219
the Companies Act; or INVESTMENT FIRMS (REORGANISATION AND WINDING-UP) [ S.L.370.30 (b) the appointment
a provisional administrator under article 228
the Companies Act, 15 Cap. 386. it must immediately inform the competent authority, or cause the competent authority to be informed without delay
the decision, order or appointment which has been made.
a decision, order or appointment in accordance with this regulation, the competent authority shall in turn, without delay and by any means available communicate such information to the foreign authorities
any other host State in which the investment firm has set up branches which are included on the list referred to in Article 5
Directive 2014⁄65⁄EU, and shall inform the foreign authority
the decision to open winding-up procedures and the practical effects
such. The competent authority shall also advise the foreign authority
any other host States that the authorisation
the branch has been withdrawn. PART III PROVISIONS COMMON TO REORGANISATION AND WINDING-UP PROCEEDINGS 21. The effects
a reorganisation measure or winding-up proceedings
an investment firm on employment contracts and employment relationships are determined in accordance with the laws
the Member State or EEA State to which that contract or relationship is subject. 22. The effects
a reorganisation measure or winding-up proceedings
an investment firm on a contract conferring the right to make use
or acquire immovable property situated within the territory
a Member State or EEA State are to be governed in accordance with the law
that Member State or EEA State. 23. Rights
an investment firm in respect
immovable property, a ship or an aircraft subject to registration in a public register shall be governed solely by the law
the Member State or EEA State under the authority
which the register is kept. 24.
reorganisation measures or the opening
winding-up proceedings
a Maltese investment firm shall not affect the rights in rem
creditors or third parties in respect
tangible or intangible, movable or immovable assets including both specific assets and collections
indefinite assets as a whole which change from time to time belonging to the investment firm concerned which are situated within the territory
a Member State or EEA State at the time
the opening
such measures or proceedings.
or the income from those assets, in particular by virtue
a lien, mortgage or hypothec; (b) the exclusive right to have a claim met, in particular a right guaranteed by a lien in respect
the claim or by Employment contracts and relationships. Contracts in connection with immovable property. Registrable rights. Third parties rights in rem. 16 [ S.L.370.30 INVESTMENT FIRMS (REORGANISATION AND WINDING-UP) assignment
the claim by way
a guarantee; (c) the right to demand the assets from, and, or to require restitution, by anyone having possession or use
them contrary to the wishes
the party so entitled; (d) a right in rem to the beneficial use
assets.
sub-regulation
this regulation.
legal acts detrimental to creditors referred to in regulation 12
title agreement. 25.
reorganisation measures or winding-up proceedings in relation to a Maltese investment firm purchasing an asset shall not affect the seller’s rights based on a reservation
title where at the time
the commencement
such measures or proceedings the asset is situated within the territory
another Member State or EEA State.
reorganisation or winding-up proceedings against a Maltese investment firm selling an asset, after delivery
the asset, shall not constitute grounds for rescinding or terminating the sale and shall not prevent the purchaser from acquiring title where at the time
the opening
such measure or proceedings the asset sold is situated within the territory
a Member State or EEA State in which such measures or proceedings were commenced.
legal acts detrimental to creditors referred to in regulation 12
f. 26.
reorganisation measures or the opening
winding-up proceedings shall not affect the rights
creditors to demand the set-
f
their claims against the claims
the Maltese investment firm where such a set-
f is permitted by the law
the Member State or EEA State which is applicable to the claim
the Maltese investment firm.
legal acts detrimental to creditors referred to in regulation 12
proprietary rights in instruments or other rights in such instruments the existence or transfer
which p r e s u p p o s e s t h e i r r e c o r d i n g i n a r e g i s t e r, a n a c c o u n t o r a centralised deposit system held or located in a Member State or EEA State shall be governed by the law
the Member State or EEA State where the register, account, or centralised deposit system in which those rights are recorded is held or located. 28. Pursuant to the provisions
the Set-
f and Netting on Insolvency Act, and without prejudice to regulations 68 and 71
the Recovery and Resolution Regulations, netting agreements shall INVESTMENT FIRMS (REORGANISATION AND WINDING-UP) [ S.L.370.30 be governed by the law
the contract which governs such agreements. 29. Without prejudice to regulations 68 and 71
the Recovery and Resolution Regulations and to regulation 27
these Regulations, repurchase agreements shall be governed solely by the law
the contract which governs such agreements. 30. Without prejudice to regulation 27, transactions carried out in the context
a regulated market are to be governed solely in accordance with the law
the contract which governs such transactions. 31.
the original decision appointing him or her or by any other certificate issued by the administrative or judicial authority
the home State attesting t o the due appointment
the administrator or liquidator. 17 Repurchase agreements. S.L. 330.09 Regulated markets. Proof
liquidators’ appointment.
ficial language or one
the
ficial languages
the Member State or EEA State within the territory
which the administrator or liquidator wishes to act may be required. No legalisation or other similar formality shall be required.
any Member State or EEA State all the powers which they are entitled to exercise within the territory
the home State. They may also appoint persons to assist or, where appropriate, represent them in the course
the reorganisation measure or winding-up proceedings, in particular in host States and, specifically in order to help overcome any difficulties encountered by creditors in the host State.
the Member State or EEA State within the territory
which they wish to take action, in particular with regard to procedures for the realisation
assets and the provision
information to employees. Those powers may not include the use
force or the right to rule on legal proceedings or disputes. 32.
legal acts detrimental to the creditors as a whole, where the beneficiary
these acts provides proof that: Detrimental acts. (a) the act detrimental to the creditors as a whole is subject to the law
a Member State or EEA State other than the home State, and (b) that law does not allow any means
challenging that act in the case in point.
legal acts detrimental to the creditors as a whole performed before adoption
the measure, regulation 5
a reorganisation measure or the opening
winding-up proceedings, Protection
third party purchasers. 18 [ S.L.370.30 INVESTMENT FIRMS (REORGANISATION AND WINDING-UP) an investment firm disposes, for consideration,
(a) an immovable asset situated within the territory
a Member State or EEA State; (b) a ship or an aircraft subject to registration in a public register kept under the authority
a Member State or EEA State; or (c) instruments or rights in such instruments the existence or transfer
which presupposes their being recorded in a register, an account or a centralised deposit system held or located in a Member State or EEA State, the validity
that act shall be governed by the law
the Member State or EEA State within whose territory the immovable asset is situated or under whose authority the register, account or system is kept, as the case may be. Pending lawsuits. Registration in a public register. 34. The effects
reorganisation measures or winding-up proceedings on a pending lawsuit concerning an asset or a right
which the Maltese investment firm has been divested shall be governed solely in accordance with the law
the Member State or EEA State in which the lawsuit is pending. 35.
interested third parties, an administrator or liquidator may request that a reorganisation measure or the decision to open winding-up proceedings be registered in the registry
companies and any other public register by whatever name kept in Malta or any other Member State or EEA State.
registration are to be regarded as costs and expenses incurred in the winding-up proceedings or reorganisation measure. Professional secrecy. Cap.
any judicial authorities to which existing national provisions apply: Provided that this regulation shall not apply where regulation 84
the Recovery and Resolution Regulations applies, and accordingly the confidentiality provisions
such Regulations shall apply. INVESTMENT FIRMS (REORGANISATION AND WINDING-UP) [ S.L.370.30 19 PART IV REORGANISATION MEASURES AND WINDING-UP PROCEEDINGS IN RESPECT
EUROPEAN INVESTMENT FIRMS EFFECTIVE IN MALTA 37.
a reorganisation measure or winding-up proceedings
a European investment firm has effect in Malta as if it were part
the Companies Act, when such is in relation to: (a) a branch in Malta
a European investment firm; (b) any property or other assets in Malta
the European investment firm; or (c) any debt or liability
such European investment firm.
the administrator and liquidator shall be evidenced (a) by a certified copy
the order or decision by a judicial or administrative authority competent in the home State for reorganisation or winding-up proceedings by or under which the administrator or liquidator was appointed; or (b) by any other certificate issued by the judicial or administrative authority which has jurisdiction in relation to a reorganisation measure or winding-up proceedings, and, where necessary accompanied by a certified translation
that order, decision or certificate, as the case may be.
the kind mentioned in subregulation
force in Malta; (b) may not rule on any dispute arising from a matter falling within Parts I, II and III
these regulations; and (c) notwithstanding the way in which functions may be exercised in the home State
the European investment firm, shall act in accordance with the laws or rules as to procedure which are effective in Malta. Adoption
reorganisation measures and winding-up proceedings
a European investment firm. Cap. 386. 20 INVESTMENT FIRMS (REORGANISATION AND WINDING-UP) [ S.L.370.30 European investment firms or branches
European investment firms located in Malta. Substituted by: L.N. 150
coming into force
these r e g u la t i o n s * , t h e C o u r t m a y n o t , i n r e l a ti o n t o a E u r o p e a n investment firm or any branch
a European investment firm (a) make a winding-up order pursuant to article 224
the Companies Act; or (b) adopt reorganisation measures or perform any act ancillary to the adoption
such measures in terms
the Companies Act. Cap. 386.
these regulations in relation to a European investment firm or any branch
a European investment firm if (i) a provisional administrator was appointed in relation to the European investment firm before the coming into force
these regulations, and (
a European investment firm or any branch
a European investment firm after the coming into force
these regulations pursuant to a windingup order which was made, and has not been discharged, before that date.
a European investment firm or any branch
a European investment firm appointed before the coming into force
these regulations, from acting in relation to such institution after that date. *refers to the coming into force
Legal Notice 150
2016 - 6th May, 2016.
AI explanation based on the official legal text. Indicative, not a substitute for legal advice.