COMPANIES ACT (INVESTMENT COMPANIES WITH VARIABLE SHARE CAPITAL) [ S.L.386.02 1 SUBSIDIARY LEGISLATION 386.02 COMPANIES ACT (INVESTMENT COMPANIES WITH VARIABLE SHARE CAPITAL) REGULATIONS 13th October, 2006 LEGAL NOTICE 241 of 2006, as amended by Legal Notices 425 of 2007, 361 of 2008, 214 of 2012, 165 of 2013, 18 of 2017, 293 of 2023 and 293 of
- The title of these regulations is the Companies Act (Investment Companies with Variable Share Capital) Regulations.
- In these regulations, unless the context otherwise requires - "Act" means the Companies Act; "AIFM Directive" means Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010, as amended from time to time, and includes any implementing measures that have been or may be issued thereunder; Citation. Interpretation. Amended by: L.N. 425 of 2007; L.N. 214 of 2012; L.N. 18 of 2017; L.N. 293 of
- Cap.
- "Alternative Investment Fund or AIF" means a collective investment scheme, including sub-funds thereof, which raises capital from a number of investors, with a view to investing it in accordance with a defined investment policy for the benefit of those investors, and which does not qualify as a UCITS Scheme in terms of the UCITS Directive; "base currency" means the currency in which a class of shares is denominated; "collective investment scheme" shall have the same meaning as assigned to it by Article 2 of the Investment Services Act; "the competent authority" means the competent authority under the Investment Services Act; Cap.
- Cap.
- "currency" means, in addition to the euro, any convertible currency in terms of article 186 of the Act; "fractional share" means a fraction of a whole share in any class of shares issued by a SICAV; "multi class company" means a SICAV falling within the terms of regulation 5; "multi fund company" means a SICAV falling within the terms of regulation 7 and such a SICAV may also be referred to as an umbrella company; "Notified AIF" means an AIF which has been notified to the Authority pursuant to the provisions of the Investment Services Act (List of Notified AIFs) Regulations; S.L. 370.34 2 [ S.L.386.02 S.L. 370.
- COMPANIES ACT (INVESTMENT COMPANIES WITH VARIABLE SHARE CAPITAL) ""Notified PIF" means a PIF which has been notified to the competent authority for inclusion in the List of Notified PIFs and is included in the List of Notified PIFs held by the competent authority in terms of the Investment Services Act (Notified CISs) Regulations; "professional investor fund" or "PIF" means a collective investment scheme which qualifies as a professional investor fund in terms of the Investment Services Rules issued under the Investment Services Act; Cap.
- "SICAV" means an investment company with variable share capital licensed, recognised, exempted or otherwise regulated in terms of the Investment Services Act; "UCITS Directive" means Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) (recast), as amended from time to time, and includes any implementing measures that have been or may be issued thereunder. Fractional shares. 3.
(1)A SICAV may, if so authorised by its memorandum of association, issue fractional shares up to such number of decimal places, not being less than three, as shall be specified in the memorandum of association, and under such terms and conditions as may be stipulated therein.
(2)Fractional shares shall be automatically consolidated into a whole share of the same class when the fractional shares held by one shareholder become equal to a whole share.
(3)A fractional share shall carry no voting rights in general meetings of the company. Company secretary. 4. Notwithstanding anything contained in the definition of company secretary in article 2, and in article 138
(3)of the Act, a SICAV shall, with the written approval of the competent authority, appoint to the office of company secretary, any person who may be either an individual or otherwise. Multi class company. 5.
(1)A SICAV may be constituted as a multi class company, if in terms of its memorandum of association, its share capital is, or is capable of being, divided into different classes of shares not constituting any distinct sub-fund.
(2)A multi class company may, with the written approval of the Competent Authority, issue a new class or classes of shares. Such class or classes of shares shall not constitute a distinct subfund or sub-funds of the company.
(3)Each class of shares in a multi class company may be denominated in a different currency provided that a class of shares may be denominated only in one currency.
(4)A multi class company may not elect for the segregation of any of its assets and liabilities. Accounts of multi class companies. 6.
(1)A multi class company having its share capital denominated in different currencies shall draw up its annual COMPANIES ACT (INVESTMENT COMPANIES WITH VARIABLE SHARE CAPITAL) [ S.L.386.02 3 accounts in any one of such currencies.
(2)The provisions of subregulation
(1)shall mutatis mutandis apply to the drawing up of any other reports or financial statements which may be required under the Act or by the competent authority.
(3)For the purposes of subregulations
(1)and
(2), the conversion from the base currency of a class of shares into the currency in which the annual accounts of the multi class company are to be drawn up shall be in accordance with generally accepted accounting principles. 7.
(1)A SICAV may be constituted as a multi fund company, where in terms of its memorandum of association, its share capital is, or is capable of being divided into different classes of shares where one class or a group of classes of shares constitute a distinct sub-fund of the company: Multi fund companies. Amended by: L.N. 165 of 2013. Provided that the initial share capital may or may not be organized in one or more sub-funds in terms of this regulation.
(2)A multi fund company may, with the written approval of the competent authority, create and issue a new class or classes of shares which may constitute a new sub-fund or be comprised in an existing sub-fund or sub-funds of the company.
(3)A class or classes of shares constituting a sub-fund in a multi fund company may be denominated in a different currency provided that a class of shares may be denominated only in one currency.
(4)For the purposes of this regulation, a "sub-fund" means the distinct class or classes of shares constituting that sub-fund in a multi fund company to which are allocated assets and liabilities distinct from other assets and liabilities allocated to other subfunds in the same company.
(5)A multi-fund company opting for the segregation of assets a n d l i a b i l i t i e s i n t e r m s o f r e g u l a t i o n 9 m a y, i n s p e c i f i c circumstances as shall be prescribed by the competent authority in the Investment Services Rules and subject to specific and appropriate disclosure in the constitutional documents and the offering memorandum or prospectus of the said Scheme, on behalf of any of its sub-funds and whether by subscription or transfer, acquire for consideration any shares of any of its other sub-funds, and the provisions of article 84
(6)of the Act shall not apply.
(6)Multi-fund companies performing the activities prescribed in sub-regulation
(5)prior to the coming into force thereof, shall take all necessary measures to comply with the requirements prescribed therein within six months from the date of publication the coming into force thereof.
(7)For the better carrying out of sub-regulation
(5), the competent authority may issue Investment Services Rules in terms of article 6
(2)(b) of the Investment Services Act. Cap. 370. 8.
(1)A multi fund company having its share capital denominated in different currencies shall draw up its annual Accounts of multi fund companies. 4 [ S.L.386.02 COMPANIES ACT (INVESTMENT COMPANIES WITH VARIABLE SHARE CAPITAL) accounts in any one of such currencies.
(2)The directors of a multi fund company shall maintain proper accounting records of the assets and liabilities of each subfund in the base currency of any class of shares constituting that sub-fund.
(3)The provisions of subregulation
(1)shall mutatis mutandis apply to the drawing up of any other reports or financial statements which may be required under the Act or by the competent authority.
(4)For the purposes of subregulations
(1)and
(3), the conversion from the base currency of a class of shares into the currency in which the annual accounts of the multi fund company are to be drawn up shall be in accordance with generally accepted accounting principles. Segregation of assets and liabilities of multi fund companies. Amended by: L.N. 293 of 2025. 9.
(1)A multi fund company may in its memorandum of association elect to have the assets and liabilities of each sub-fund comprised in that company treated for all intents and purposes of law as a patrimony separate from the assets and liabilities of each other sub-fund of such company. Where a multi fund company makes the election aforementioned the assets and liabilities of each sub-fund of that multi fund company shall, for all intents and purposes of law be deemed to constitute a patrimony separate from the assets and liabilities of each other sub-fund of such a company.
(2)(
- a)Save for such proportion of the liabilities of a multi fund company which by virtue of the memorandum of association of the company or by virtue of the terms of issue of the shares constituting a sub-fund are, or are to b e att r ib ut a b le t o, on e or mo r e s ub -f u nd s in t he proportion established therein, the liabilities incurred in respect of each sub-fund shall be paid out of the assets forming part of its patrimony and the creditors in respect thereof shall have no claim or right of action against the other assets of the company, and the following rules shall apply: (
- i)proceedings in relation to the company shall respect the legal status of each sub-fund as a patrimony separate from the assets and liabilities of each other sub-fund of the company in terms of this regulation; and (
- ii)proceedings under the Act shall apply mutatis mutandis to the sub-fund as though it were a distinct legal entity and with such modifications as are necessary to accommodate the fact that the sub-fund is not a company; and any proceedings in relation to one sub-fund shall not have any effect on the assets of any other subfund of the company or of the company itself: Provided that, where a sub-fund which comprises a separate patrimony in accordance with this regulation is being wound up and where a liquidator has been appointed, the liquidator shall COMPANIES ACT (INVESTMENT COMPANIES WITH VARIABLE SHARE CAPITAL) [ S.L.386.02 5 carry out his functions in accordance with the provisions of the Act, and accordingly all the powers of the directors and the company secretary in respect solely of that sub-fund shall cease. (iii) Repealed by Legal Notice 293 of 2025. (
- b)"Proceedings" in this regulation refers to any proceedings in terms of Title II of Part V and Part VI of the Act.
(3)When a SICAV is established as a multi fund company and elects to have the assets and liabilities of its sub-funds treated as distinct patrimonies, the memorandum shall provide that the actual value of the paid up share capital of any sub-fund shall be at all times equal to the value of the assets of any kind of the particular sub-fund after the deduction of such sub-fund’s liabilities and this in lieu of what is stated in article 84
(2)(c)(i) of the Act.
(4)The directors of a multi fund company shall hold or cause to be held such separate records, accounts, statements and other documents as may be necessary to evidence the liabilities and assets of each sub-fund as distinct and separate from the assets and liabilities of other sub-funds in the same company.
(5)These regulations shall have effect with respect to subfunds of multi fund companies established before the coming into effect of these regulations, from the date of issue of the first shares in the class or classes constituting a sub-fund. 10.
(1)The provisions of article 73 of the Act shall apply to SICAVs, other than SICAVs licensed by the competent authority as Professional Investor Funds, as AIFs within the meaning of the AIFM Directive, or as UCITS within the meaning of the UCITS Directive, or notified to the competent authority as Notified AIFs or Notified PIFs in terms of the Investment Services Act (Notified CISs) Regulations, subject to the following variations, conditions and modifications: (a) subarticles
(1),
(4)and
(7)shall continue to apply thereto; (b) subarticle
(2)shall apply thereto and be read as if for the words therein "transferred to the company within five years from the date the company is authorized to commence business.", there were substituted the words "transferred to the company before the company is authorized to commence business."; (c) subarticle
(3)shall apply thereto and be read as if for the words therein "transferred within five years from the date of the decision to issue shares.", there were substituted the words "transferred to the company not later than the date of the issue of the shares."; (d) subarticle
(5)shall apply thereto and be read as if for the words therein "correspond at least to the number and nominal value, and, where applicable, to the premium on the shares to be issued for them.", there were substituted the words "at least correspond to the Applicability of article 73 to SICAVS. Amended by: L.N. 214 of 2012; L.N. 18 of 2017. L.N. 293 of 2023. S.L. 370.34 6 [ S.L.386.02 COMPANIES ACT (INVESTMENT COMPANIES WITH VARIABLE SHARE CAPITAL) net asset value of the shares to be issued for them."; and (e) subarticle
(6)shall apply and be read as if for the words therein "and in default, the Registrar shall accordingly refuse to register the company or the return of the allotments of the shares so issued, and, in the latter case, the issue shall be considered null and void.", there were substituted the words "and in default, the Registrar shall accordingly refuse to register the company and, in the case of a new issue, the issue shall be considered null and void.". S.L. 370.34
(2)The provisions of article 73 of the Act shall apply to SICAVs licensed by the competent authority as Professional Investor Funds, as AIFs within the meaning of the AIFM Directive, or as UCITS within the meaning of the UCITS Directive, or notified to the competent authority as Notified AIFs or Notified PIFs in terms of the Investment Services Act (Notified CISs) Regulations with the following variations, conditions and modifications: (a) subarticles
(1),
(2),
(3)and
(7)shall continue to apply thereto; (b) subarticle
(4)shall apply thereto and be read as if for the words "by one or more experts who are independent of the company and approved by the Registrar." , these were substituted the words "in accordance with Investment Service Rules issued for that purpose by the competent authority from time to time."; and (c) subarticles
(5)and
(6)shall not apply thereto provided that the "report" mentioned therein and in subarticle
(4)shall be drawn up in such manner and shall contain such particulars as may be required by Investment Service Rules issued for that purpose by the competent authority. Non-applicability of articles 186 and 187
(1). 11. The provisions of articles 186 and 187
(1)of the Act shall not apply to SICAVs constituted as multi fund or multi class companies. Investment Service Rules. Amended by: L.N. 214 of
- Cap.
- For the better carrying out of the provisions of these regulations, the competent authority may issue Investment Service Rules in terms of article 6
(2)(b) of the Investment Services Act. Non-applicability of article 120 of the Act. Added by: L.N. 361 of
- The provisions of article 120 of the Act shall not apply to a SICAV and all notices of transfers or transmissions of securities issued by a SICAV shall be given to the SICAV. Non-applicability of article 122 of the Act. Added by: L.N. 361 of
- 14.
(1)The provisions of article 122 of the Act shall not apply to a SICAV and the pledge of securities in a SICAV shall be subject to the provisions of this regulation.
(2)Securities may, unless otherwise provided in the memorandum or articles of the SICAV or under the conditions of COMPANIES ACT (INVESTMENT COMPANIES WITH VARIABLE SHARE CAPITAL) [ S.L.386.02 issue of those securities, be pledged by their holder in favour of any person as security for an obligation. The pledge of securities shall be constituted by means of an instrument in writing entered into between the pledgor and the pledgee: Provided that in the case of a private SICAV, securities may not be pledged unless the memorandum or articles of the SICAV specifically so provide.
(3)Notice of the pledge shall be delivered by the pledgor or the pledgee to the SICAV within fourteen days of the granting of the pledge. The pledge of securities shall be recorded in the register of the holders of the respective securities.
(4)The pledge of securities shall be effective in relation to a third party only from the date of the recording of the pledge in the register of the holders of the respective securities referred to in subregulation
(3): Provided that the SICAV shall, upon a request in writing made by a third party who may show an interest therein, disclose whether a pledge of securities has been recorded in the register of the holders of the respective securities, including the name of the pledgor and the pledgee, the amount of securities pledged and the date of the recording of the pledge.
(5)Saving the provisions of subregulation
(4), during the existence of a pledge of securities, any transfer or other assignment of the pledged securities made by the pledgor, whether by onerous or gratuitous title, shall be null and void: Provided that any such transfer or other assignment made with the consent of the pledgee shall be valid and the securities to be transferred or assigned shall continue to be subject to the pledge.
(6)Notwithstanding the provisions of the Civil Code or of the memorandum or articles of the SICAV, in the event of a default under the agreement of pledge and upon giving notice by judicial act to the pledgor and the SICAV, the pledgee shall be entitled to (
- i)dispose of the securities which are pledged in his favour; or (
- ii)appropriate and acquire the securities himself; or (iii) request the SICAV to purchase the pledged securitiesin settlement of the debt due to him or of part thereof; and for this purpose, the value of the securities which are pledged shall be their current net asset value: Provided that in the case of a public SICAV the memorandum or articles of which require any shareholder wishing to transfer shares in the SICAV to offer them on a pre-emptive basis to other shareholders of the SICAV, the pledgee shall be obliged, prior to the exercise of the rights granted by this subregulation, to offer any such shares at their current net asset value to those shareholders, which offer shall be kept open for at least ten working days. Cap. 16. 7 8 [ S.L.386.02 COMPANIES ACT (INVESTMENT COMPANIES WITH VARIABLE SHARE CAPITAL)
(7)In the case of a private SICAV, any restriction on the transfer of shares by members resulting from the memorandum or articles shall be deemed not to apply to the rights granted to the pledgee in terms of subregulation
(6): Provided that the pledgee shall be obliged, prior to the exercise of the rights granted by subregulation
(6), to offer any such shares at their current net asset value to other shareholders of the SICAV in accordance with any pre-emption rights relating to the transfer of shares as laid down in the memorandum or articles of the SICAV, and, failing such pre-emption rights, to all other shareholders of the SICAV in proportion to their holdings, which offer shall be kept open for at least ten working days.
(8)In the exercise of his rights under this regulation, the pledgee shall only dispose of, appropriate and acquire or request the purchase of such number of securities as are needed to raise sufficient proceeds to repay the debt due. All remaining securities shall be released to the pledgor.
(9)It shall be lawful for the parties to an agreement of pledge of securities to agree on the person or persons who shall exercise all the rights belonging to the holder of securities including voting rights and the right to receive income, dividends, interest or any other payments due on such securities: Provided that, should the agreement between the parties not make provision for such matters, all rights belonging to a holder of securities shall, for the duration of the pledge, be exercised by the pledgor until such time as he defaults under the agreement of pledge or until the pledgee enforces his security; and in any such case, upon giving notice by a judicial act to the pledgor and the SICAV, all the rights belonging to the pledgor shall immediately become exercisable by the pledgee; Provided further that, unless the pledgor and the pledgee have otherwise agreed in the pledge agreement and notice thereof has been given to the SICAV, income, dividends, interests or any other payments due on securities which are pledged shall, during such time as the pledge is registered in the register of the holders of the respective securities, be paid by the SICAV to the pledgee who shall appropriate any such amounts received to the interest due on the debt secured by the pledge, and, if there is an excess, to the capital.
(10)Notice of termination of the pledge shall be delivered by the pledgee to the SICAV within fourteen days of the termination of the pledge. The termination of the pledge shall be recorded in the register of the holders of the respective securities.
(11)(a) In the case of a pledge of securities in a public SICAV which securities are listed and traded on a Maltese regulated market and in respect of which arrangements have been made for the maintenance by such regulated market of the relevant register of the holders thereof, the provisions of subregulations
(3)to
(7)and
(10)shall not apply to such listed and traded securities. The following provisions shall apply instead: COMPANIES ACT (INVESTMENT COMPANIES WITH VARIABLE SHARE CAPITAL) [ S.L.386.02 (
- i)the pledgor or the pledgee shall deliver within fourteen days of the granting of the pledge of a listed and traded security a notice of the pledge to the Maltese regulated market, which shall also be served with a notice of termination of the pledge by the pledgee within fourteen days of the termination of the pledge; (
- ii)the SICAV whose listed and traded securities have been pledged shall also be notified of the pledge and of its termination within the said periods and the SICAV shall record that fact in the register of the holders of the respective securities; (iii) such pledge of securities shall be effective in relation to a third party only from the date of delivery of the notice of the pledge to the Maltese regulated market and any transfer or other assignment made therefrom by the pledgor, whether by onerous or gratuitous title, of the pledged securities shall be null and void; and (
- iv)the pledgee shall, in the event of a default under the agreement of pledge and upon giving notice by judicial act to the pledgor, the Maltese regulated market and the SICAV, have the securities sold through a person duly licensed under the Investment Services Act. (
- b)In the case of a pledge of securities in a public SICAV which are listed and traded on a regulated market other than a Maltese regulated market, or on an equivalent market in a non-Member State or non-EEA State, the provisions of subarticles
(3)to
(7)and
(10)shall not apply and in the event of a default under the agreement of pledge, the pledgee shall, upon notice in writing to the pledgor and the SICAV have the shares sold through a person duly authorised for this purpose. (
- c)References in this regulation to the maintenance by a regulated market including a Maltese regulated market or an equivalent market as referred to in paragraphs (
- a)and (
- b)of this regulation of the register of the holders of the respective securities shall be deemed to include a reference to the maintenance of the said register by a duly authorised central securities depositary and the delivery of the notices referred to in this regulation shall be construed accordingly. Cap. 370. 9 10 [ S.L.386.02 Issue of shares at a discount. Added by: L.N. 361 of 2008. Amended by: L.N. 18 of 2017. L.N. 293 of 2023;~ L.N. 293 of 2025. S.L. 370.34 COMPANIES ACT (INVESTMENT COMPANIES WITH VARIABLE SHARE CAPITAL) 15.
(1)It shall be lawful for a SICAV licensed by the competent authority as a professional investor fund the units of which are held solely by Qualifying investors and, or Extraordinary investors as defined by Investment Services Rules issued by the competent authority, AIFs the units of which are held solely by Qualifying, Extraordinary and, or Professional investors as defined respectively by Investment Services Rules issued by the competent authority, AIFs notified to the competent authority as Notified AIFs the units of which are held solely by Qualifying and, or Professional investors in accordance with Part A of the Investment Services Act (Notified CISs) Regulations and Notified PIFs the units of which are held solely by the Qualifying investors and, or Professional investors in accordance with Part B of the Investment Services Act (Notified CISs) Regulations, to make a discount to an existing member who has committed by written agreement with the SICAV to subscribe for any shares in the SICAV, which discount shall be in consideration for such commitment, provided that: (a) such discount shall apply exclusively to any outstanding commitment arising under the above mentioned agreement; (b) authority therefor is given by the memorandum or articles; (c) the nature of the discount shall be disclosed in the manner required by sub-regulation
(3); and (d) in no event shall the value of such shares issued at a discount, be reduced to below the net asset value at the time the member, to whom the discount is being granted, first subscribed for the shares in terms of the aforementioned agreement.
(2)If shares are issued at a discount which is in excess of that permitted by this regulation, the holder thereof shall be bound to pay the SICAV an amount equal to such excess, with annual interest at the rate of two percentage points over the minimum bid rate set by the European Central Bank for the main re-financing operations of the Eurosystem.
(3)The conditions specified in sub-regulation
(1)shall be clearly disclosed in the prospectus and any other offering document issued by the SICAV.
(4)To the extent that these regulations are inconsistent with the provisions of article 84
(9)of the Act, these regulations shall prevail. Issue of shares may be subject to full payment by a settlement date. Added by: L.N. 165 of 2013. 16.
(1)Without prejudice to the provisions of article 84 of the Act, an issue of shares by a SICAV for a cash consideration which is subject to full payment by a settlement date shall be deemed to be a lawful issue of fully paid up shares, provided that the following conditions are satisfied: (
- a)the SICAV is authorised to issue shares in such manner by its memorandum or articles of association; (
- b)the settlement date and terms of payment are clearly COMPANIES ACT (INVESTMENT COMPANIES WITH VARIABLE SHARE CAPITAL) [ S.L.386.02 11 disclosed in the prospectus and any other offering document issued by the SICAV; and (
- c)the person acquiring the shares undertakes in writing to pay the full subscription price by not later than the settlement date.
(2)Where payment for the shares is not effected by the settlement date, the SICAV shall forthwith cancel such shares retrospectively as from the date of issue, and the subscriber shall be informed accordingly.
(3)Where the SICAV fails to comply with sub-regulation
(2), any member of the SICAV may apply to the court for an order that such shares are to be cancelled.
(4)For the purposes of this regulation the term ‘settlement date’ shall mean the date, as determined by the prospectus or any other offering document issued by the SICAV, by which payment of the full subscription price needs to be received by the SICAV. Such settlement date shall not exceed the number of days that shall be established in terms of Investment Services Rules issued by the competent authority. 17. The competent authority may issue Investment Service Rules in terms of article 6
(2)(b) of the Investment Services Act, to establish transitional arrangements in relation to SICAVs already set up prior to the coming into force of these regulations and in this regard to impose any relevant conditions and regulate any related documents, as it may deem appropriate. Transitional arrangements. Amended by: L.N. 361 of 2008; L.N. 214 of 2012. Re-numbered by: L.N. 165 of 2013. Cap. 370.