the company, the directors or company secretary shall send to the Registrar for registration a return of any change in the registered office, specifying the date of the change, together with the new registered office, within fourteen days from the happening thereof.
\n
(3)Any alteration or addition to the memorandum or articles of a company shall not take effect, unless and until it is registered as provided in sub-article (2).
\n
(4)The responsibility for ensuring that any proposed amendments to the articles of association, if any, of a company, are correct, complete and in full compliance with this Act and any other applicable law shall lie with the directors of the said company
\n
(5)If default is made in complying with the provisions of subarticle (2), every officer of the company who is in default shall be liable to a penalty, and, for every day during which the default continues, to a further penalty.
\n
Art. 80
\n
80.Where a company changes its name under the provisions of article 79, the Registrar shall enter the new name on the register in place of the former name and shall issue a certificate of registration altered to meet the circumstances of the case.
\n
Change of name of company.
\n
Alteration in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent.
\n
C O M PA N I E S
\n
Art. 81
\n
81.Notwithstanding anything in the memorandum or articles of a company no member shall be bound by any alteration made in the memorandum or articles after the date on which he became a member if and so far as the alteration requires him to subscribe for more shares than the number held by him at the date on which the alteration is made, or in any way increases his liability as at that date to contribute to the share capital of, or otherwise pay money to, the company:
\n
Provided that this article shall not apply in any case where the member agrees in writing, either before or after the alteration is made, to be bound thereby.
\n
Authentication of documents.
\n
Amended by:
\n
XV. 2007.7;
\n
XX. 2013.77.
\n
Art. 82
\n
82.(1) A document or proceeding requiring authentication by a company may be signed by a director, the company secretary or other authorised officer of the company.
\n
(2)All documents supplied to the Registrar authenticated in accordance with this article: shall be Provided that where documents are supplied to the Registrar by electronic means, such documents may be authenticated by a director, the company secretary, an authorised officer of the company or by an individual specifically authorised for such purpose by the memorandum, or by a resolution of the board of directors, or by an extraordinary resolution of the company.
\n
Authentication of documents supplied to the Registrar by electronic means shall be made by an electronic signature duly recognised by the Registrar.
\n
Chapter II - Changes to a company’s share capital
\n
Reduction of issued share capital.
\n
Amended by:
\n
XXIV. 1995.362;
\n
IV. 2003.46;
\n
L.N. 181 of 2006;
\n
L.N. 186 of 2006;
\n
IX. 2008.7.
\n
Substituted by:
\n
XVIII.2024.5.
\n
Art. 83
\n
83.(1)(a) A company may by extraordinary resolution of the general meeting reduce its issued share capital or undistributable reserves, including for the purposes of creating a distributable reserve. The provisions of this sub-article shall be without prejudice to any higher percentage than that required for an extraordinary resolution, as may be set out in the company’s memorandum or articles of association. (b) Without prejudice to the provisions of sub-article (9), a reserve arising from the reduction of issued share capital or the reduction of an undistributable reserve carried out in accordance with sub-articles (1) to (3) shall be treated as authorised profit for the purposes of
\n
Chapter XI of Title I of Part V of this Act.
\n
(c) The notice convening the general meeting at which an extraordinary resolution as referred to in paragraph (a) is to be taken shall, in addition to the requirements laid down in article 135(1)(a), also specify the purpose of the reduction and the way in which it is to be carried out. (d) A reduction in share capital shall be void to the extent C OM PA N I E S that it reduces the capital to less than the minimum prescribed by article 72.
\n
(2)A copy of the resolution referred to in sub-article (1)(a) shall be delivered by the directors or by the company secretary to the Registrar for registration.
\n
(3)A reduction of the issued share capital or of undistributable reserves of a company shall take effect immediately on the lapse of three
\n
(3)months from the date of the publication of the statement referred to in article 401(1)(e):
\n
Provided that if a creditor of the company whose debt existed prior to the publication of the statement mentioned in this sub-article objects thereto by sworn application filed within the period of three (3) months reckoned as aforesaid and satisfies the Court that due to the proposed reduction his claims would be prejudiced and that no adequate safeguards have been obtained from the company, the Court shall either uphold the objection or allow the reduction on sufficient security being given.
\n
(4)The Registrar of Courts shall without delay cause a copy of any application filed in accordance with sub-article (3) and of any decision given thereon to be served on the Registrar for registration.
\n
(5)The total or partial waiving of the unpaid part of the issued shares and the release of the holders of those shares from their obligation to pay up that unpaid part shall, notwithstanding anything contained in the memorandum or articles of a company, in all cases be considered as a reduction in share capital.
\n
(6)Where there are different classes of shares, the decision by the general meeting concerning a reduction in the issued share capital shall be subject to a separate vote for each class of shareholders whose rights are affected by the reduction, and for every separate vote taken the same majority shall be required as where the shares are not divided into different classes.
\n
(7)A reduction of the issued share capital or of undistributable reserves whose purpose is to offset losses incurred shall take effect immediately on the registration of the resolution concerning such a reduction in accordance with sub-article (2) and the provisions of sub-article (3) shall not apply.
\n
(8)A reduction of the issued share capital whose purpose is to include sums of money in a reserve shall take effect immediately on the registration of the resolution concerning such a reduction in terms of sub-article (2) and the provisions of sub-article (3) shall not apply:
\n
Provided that following this operation, the amount of the reserve is not more than ten per cent of the reduced issued share capital:
\n
C O M PA N I E S Provided further that any such reserve shall be used only for offsetting losses incurred or for increasing the issued share capital by the capitalisation of such reserve.
\n
(9)In the cases referred to in sub-article (8) the amounts deriving from the reduction may not be used for making payments or distributions to shareholders or to discharge shareholders from the obligation to pay calls on their shares.
\n
(10)The prohibition referred to in sub-article (9) shall not apply to any amount derived from the reduction of any reserve referred to in sub-article (8) where: (a) the said reduction is authorised by a new extraordinary resolution of the general meeting in terms of subarticle (1); (b) the aforementioned resolution is delivered to the Registrar in terms of sub-article (2); and (c) the provisions of sub-article (3) are applied to the reduction.
\n
(11)A notice of reduction of the issued share capital shall be delivered by the company to the Registrar, for registration, within fourteen (14) days after the effective date of the reduction:
\n
Provided that the notice referred to in this sub-article shall not be required in respect of reduction of non-distributable reserves, or the share premium account in terms of article 114(1) or a reduction of the capital redemption reserve in terms of article 115(1)(e).
\n
(12)In cases of default in complying with the provisions of subarticle (11), every officer of the company who is in default shall be liable to an administrative penalty.
\n
Investment companies with variable share capital.
\n
Amended by:
\n
IV. 2003.47;
\n
IX. 2003.84;
\n
IX. 2008.8;
\n
XVI. 2011.59;
\n
XVIII.2024.6;
\n
XVIII.2025.9.
\n
Art. 84
\n
84.(1) A company may, by complying with the provisions of this article, be formed as, or be converted into, an investment company with variable share capital.
\n
(2)(a) The memorandum of an investment company with variable share capital shall, in respect of the share capital of the company, state in lieu of the matters specified in article 69(f) that (i) (ii) the share capital of the company shall be equal to the value for the time being of the issued share capital of the company; and such share capital shall be divided into a specified number of shares without assigning any nominal value thereto; and (b) furthermore, the memorandum of the company shall limit the object of the company to either one of the following (i) the collective investment of its funds in C OM PA N I E S securities and in other movable and immovable property, or in any of them, with the aim of spreading investment risk; and giving shareholders of the company the benefit of the results of the management of its funds, and in the fulfilment of that object, it shall be entitled to perform any act which is connected with or ancillary thereto; or (ii) to act and operate as a retirement scheme or retirement fund within the meaning of article 2 of the Retirement Pensions Act; and (c) the memorandum or articles of the company shall provide (i) (ii) that the actual value of the paid up share capital of the company shall be at all times equal to the value of the assets of any kind of the company after the deduction of its liabilities; and that the shares of the company shall be purchased by the company directly or indirectly out of the assets of the company, at the request of any of the holders thereof or as otherwise provided by the memorandum or articles of the company.
\n
(3)Action taken by a company to ensure that the value of its shares as quoted on a regulated market or any equivalent market in a non-member State or non-EEA State does not deviate from its net asset value by more than a percentage specified in its articles, which deviation shall not be greater than five per cent, shall be regarded as action taken for the purposes of sub-article (2)(c)(ii).
\n
(4)An investment company with variable share capital shall not issue partly paid up shares.
\n
(5)The purchase by an investment company with variable share capital of its own shares shall be on such terms and in such manner as may be provided by its articles.
\n
(6)Shares of an investment company with variable share capital which have been purchased by the company itself shall be cancelled and the amount of the company’s issued share capital shall be reduced by the amount of the consideration paid by the company for the purchase of the shares, and nothing in this Act shall require an investment company with variable share capital to create any reserve.
\n
(7)Without prejudice to any requirements that may be imposed on an investment company with variable share capital pursuant to any other enactment, the provisions of article 70(1) and (2), articles 72, 83, 85 to 88, 97, 103, 105 to 113, 115 and Chapter XI of Part V of this Act, shall not apply to such a company.
\n
(8)Notwithstanding any other provision of this Act, an investment company with variable share capital shall not be obliged to give any of the details in Parts 2 and 3 of the form of annual return set out in the Seventh Schedule, other than the share C O M PA N I E S capital of the company and the number of shares issued.
\n
(9)Any reference in this Act to the nominal value of an issued or allotted share in, or of the issued or allotted share capital of, a company shall be construed, in the case of an investment company with variable share capital, as a reference to the net asset value.
\n
(10)The Minister may, in consultation with the Minister responsible under the Investment Services Act, acting on the advice of the Malta Financial Services Authority and the Registrar, make regulations for the better carrying out of any of the provisions of this article and without prejudice to the generality of the foregoing may by such regulations, in particular: (a) make further provision regarding the contents of the memorandum and articles of the company, including provision for the issue of fractional shares; (b) exempt or provide for the exemption of such company, or any category thereof, from any of the provisions of this Act or of any other law in force, subject to such modifications, variations and conditions as may be specified; (c) provide for the constitution and regulation of investment companies with variable share capital as umbrella or multi-class companies, and provide for the constitution of sub-funds, and the different classes of shares that may be issued by such companies; (d) provide for the possibility of apportioning and allocating assets and liabilities between the different sub-funds or classes, for considering individual sub-funds or classes as separate and distinct entities for such purposes as may be established, and provide for the currency or currencies in which such sub-funds or different classes of shares may be designated; (e) apply and extend, mutatis mutandis, the provisions of this article to other forms of commercial partnerships which constitute collective investment schemes for the purposes of the Investment Services Act and subject to such variations or modifications as may be prescribed; (f) provide for any matter incidental to, or connected with the above.
\n
(11)The Minister may, in consultation with the Minister responsible under the Retirement Pensions Act, acting on the advice of the Malta Financial Services Authority and the Registrar, make regulations to apply and extend, mutatis mutandis, the provisions of this article to investment companies with variable share capital established for the purpose of acting and operating as a retirement scheme or a retirement fund within the meaning of article 2 of the C OM PA N I E S Retirement Pensions Act and without prejudice to the generality of the foregoing may, by such regulations, provide for any matter referred to in sub-article (10).
\n
Art. 84A
\n
84A. (1) The Minister, in consultation with the Minister responsible for finance and acting on the advice of the competent authority under the Insurance Business Act, may make regulations which provide for the formation, constitution, authorisation and regulation of cell companies, make it possible for a company authorised under the Insurance Business Act, to carry on business of insurance, or any other business as may be prescribed, to convert into a cell company, and for all matters that may arise in connection therewith; and for the better carrying out of the provisions of this article, and without prejudice to the generality of the foregoing, may, by such regulations, in particular - Power to make regulations regarding cell companies.
\n
Added by:
\n
XVII. 1998.70.
\n
Amended by:
\n
IV. 2003.48;
\n
IX. 2008.9;
\n
XXXIII. 2015.104;
\n
V.2020.21. (a) make provision regarding the contents of the memorandum and articles of association of a cell company, including provision for the creation by the cell company of any one or more cells, and for segregating and protecting the cellular and other assets of the company, and establish reporting and other disclosure requirements; (b) exempt or provide for the exemption of such company from any of the provisions of this Act or of any other law in force, subject to such modifications, variations and conditions as may be specified; and that in so far as any of the provisions of such regulations are inconsistent with the provisions of this Act or of any other law, such provisions in any such regulations shall prevail; (c) make provision for the manner and the form whereby a cell company may create and issue cell shares and to make any provision relating to the assets of the cell company, including the requirement that the assets of a cell company should be of a specified class or description, or any other requirements in respect of the quality, nature or extent of such assets; (d) make provision allowing cells or the cellular assets attributable to any cell of a cell company to be transferable to any other person; (e) make provision for considering individual cells as separate and distinct entities for such purposes as may be established; (f) provide for any matter consequential, incidental to or connected with any of the above matters. (1A) Where any such regulations have been issued, the competent authority as defined in the Insurance Business Act may issue rules in terms of article 4 of the Insurance Business Act as may be required for the better carrying out and to better implement the provisions of any such regulations.
\n
(2)For the purpose of this article - C O M PA N I E S (a) \"business of insurance\" has the same meaning as assigned to it in article 2(1) of the Insurance Business Act and shall include the business carried on by a captive insurance undertaking and captive reinsurance undertaking in terms of the said Act, the business of an insurance manager and the business of insurance broking under the Insurance Distribution Act; (b) \"cell\" means a cell created by a cell company for the purpose of segregating and protecting the cellular assets of the company in such manner as may be prescribed and includes a reference to segregated accounts, compartments or units within a company having multiple accounts, compartments or units, by whatever name designated, and the word \"cellular\" shall be interpreted and applied accordingly; (c) \"cellular assets\" of a cell company means the assets of the company attributable to any cell of the company as may be prescribed; and (d) \"cell company\" is a company formed or constituted as such or converted into a cell company and creating within itself one or more cells for the purpose of segregating and protecting the cellular assets of the company in such manner as may be prescribed; and in relation to the business of insurance manager, as well as the business of insurance broking, reference to a \"company\" shall include reference to a partnership en commandite or similar or equivalent body corporate, the capital of which is divided into shares.
\n
Application of article 84(10)(c) to collective investment schemes.
\n
Added by:
\n
IV. 2003.49.
\n
Art. 84B
\n
84B. Nothing in article 84 shall be deemed to prohibit a company, which is not a company with variable share capital but which qualifies as a collective investment scheme and is duly licensed under the Investment Services Act, from being constituted as an umbrella or multi-class company and the provisions of article 84(10)(c) shall apply mutatis mutandis to such company.
\n
Minister may make regulations relating to securitisation vehicles.
\n
Added by:
\n
V. 2006.27.
\n
Amended by:
\n
V.2020.22.
\n
Art. 84C
\n
84C. (1) The Minister, in consultation with the Minister responsible for finance and acting on the advice of the competent authority under the Securitisation Act, may make regulations which provide for the formation, constitution, authorisation and regulation of cell companies, and which make it possible for a securitisation vehicle to convert into a cell company and for all matters that may arise in connection therewith.
\n
(2)For the better carrying out of the provisions of this article, and without prejudice to the generality of the foregoing, the M in is te r, a c ti ng as a fo r e s a i d , m a y, by su c h r e g u la t i on s , i n particular: (a) make provision regarding the contents of the memorandum and articles of association of a cell company, including provision for the creation by the cell company of any one or more cells, and for segregating and protecting the cellular and other assets of the company, and establish reporting and other C OM PA N I E S disclosure requirements; (b) exempt or provide for the exemption of such company from any of the provisions of this Act or of any other law in force, subject to such modifications, variations and conditions as may be specified; (bA) provide for the applicability or inapplicability of any provision of this Act or of any other law to matters falling under such regulations, subject to such modifications, variations and conditions as may be specified, and that in so far as any of the provisions of such regulations are inconsistent with the provisions of this Act or of any other law, such provisions in any such regulations shall prevail; (c) make provision for the manner and the form whereby a cell company may create and issue cell shares and to make any provision relating to the assets of the cell company, including the requirement that the assets of a cell company should be of a specified class or description, or any other requirements in respect of the quality, nature and extent of such assets; (d) make provision allowing cells or the cellular assets attributable to any cell of a cell company to be transferable to any other person; (e) make provision for considering individual cells as separate and distinct entities for such purposes as may be established; (f) provide for any matter consequential, incidental to or connected with any of the above matters. (2A) Where any such regulations have been issued in terms of this article, the competent authority as defined in the Securitisation Act may issue rules in terms of article 20 of the Securitisation Act as may be required for the better carrying out and to better implement the provisions of any such regulations.
\n
(3)For the purposes of this article, \"securitisation vehicle\" has the same meaning assigned to it in the Securitisation Act.
\n
Art. 84D
\n
84D. The Minister, in consultation with the Minister responsible for finance and acting on the advice of the competent authority under the Insurance Business Act or the competent authority under the Investment Services Act, may make regulations which provide for the formation, constitution, authorisation and regulation of incorporated cell companies and incorporated cells as limited liability companies with separate legal personality under this Act, and which make it possible for such companies to carry on any financial services business as may be prescribed, and for all matters ancillary thereto or that may arise in connection therewith.
\n
Regulations issued in terms of this article may also provide for the applicability or inapplicability of, or the total or partial exemption from, any of the provisions of this Act or of any other law in force to incorporated cell companies and incorporated cells subject to any modifications, variations or conditions as may be specified.
\n
Minister may make regulations relating to formation, etc., of incorporated cell companies and cells.
\n
Added by:
\n
XIX. 2010.30.
\n
Power to make regulations regarding cell companies carrying on or engaged in shipping or aviation business.
\n
Amended by:
\n
XVIII.2025.10.
\n
C O M PA N I E S
\n
Art. 84E
\n
84E. (1) (a) The Minister may make regulations in order to: (i) (ii) (iii) (iv) provide for the formation, constitution, authorisation and regulation of cell companies; provide for the possibility for a company to convert into a cell company; provide for all other matters that may arise in connection therewith; and provide for the better carrying out of the provisions of this sub-article, and, without prejudice to the generality of the foregoing, may, by such regulations, in particular regulate the matters referred to in article 84A(1)(a) to (f), which shall apply also to this article. (b) For the purposes of this article, the term \"shipping or aviation business\" shall mean all or any of the following: (i) the ownership, operation (under charter, lease or otherwise), administration and management (including personnel engagement, employment or management whether on board or otherwise) of any ship or of any aircraft or aircraft engine and the carrying on of all ancillary financial, security, commercial and other activities in connection therewith; or (ii) the holding of shares or other equity interests in any undertaking, whether Maltese or otherwise, established solely or mainly for the carrying on or carrying out of any one or more of the activities referred to in this definition and the carrying on of all ancillary financial, security, commercial and other activities in connection therewith; or (iii) the activities of a parent company which holds shares or other equity interests in undertakings, whether Maltese or otherwise, where any one or some of these undertakings is established solely or mainly for the carrying on or carrying out of any one or more of the activities referred to in this definition and the carrying on of all ancillary financial, security, commercial and other activities in connection therewith; or (iv) the raising of capital through loans, the issue of guarantees or the issue of securities by an undertaking when the purpose of such activity is to achieve the objects or activities stated in the preceding sub-paragraphs for the undertaking itself or for any other undertaking within the same group; or (v) the carrying on of such other objects or C OM PA N I E S activities within the maritime or the aviation sector and related or connected matters which the Minister may, on the advice of the Authority, from time to time prescribe by regulations.
\n
For the purposes of this paragraph the terms \"group\", \"parent company\" and \"undertaking\" shall have the same meaning as is given to them in article 2. (c) For the purposes of this article the terms \"cell\", \"cellular assets\" and \"cell company\" shall have the same meaning, mutatis mutandis, as is given to them in terms of article 84A(2):
\n
Provided that for the purposes of this article references to a \"company\" shall also include references to a partnership en commandite or similar or equivalent body corporate, the capital of which is divided into shares.
\n
(2)The Minister may furthermore make regulations which provide for the formation, constitution, authorisation and regulation of incorporated cell companies and incorporated cells as limited liability companies with separate legal personality under this Act, and which make it possible for such companies to carry on or be engaged in shipping or aviation business, and for all other matters related, connected or ancillary thereto or that may arise in connection therewith.
\n
(3)Regulations made in terms of this article may also provide for the applicability or inapplicability of, or the total or partial exemption from, any of the provisions of this Act or of any other law in force to incorporated cell companies and incorporated cells subject to any modifications, variations or conditions as may be specified.
\n
Art. 85
\n
85.(1) Any increase in the issued share capital of a company shall be decided upon by an ordinary resolution of the company, unless the memorandum or articles require a higher percentage than that required for an ordinary resolution by article 135(2):
\n
Provided that the memorandum or articles, extraordinary resolution of a company may permit either: or an (a) the board of directors to issue shares up to a maximum amount as may be specified in the same memorandum or articles, or extraordinary resolution, which permission shall be for a maximum period of five years, renewable by ordinary resolution for further maximum periods of five years each; or (b) the general meeting to authorise by ordinary resolution the board of directors to issue shares up to a maximum amount as may specified in the same memorandum or articles, or in the extraordinary resolution, which permission shall be for a maximum period of five years, Increase in issued share capital and directors’ authority to issue shares.
\n
Amended by:
\n
IV. 2003.50;
\n
XX. 2013.78.
\n
C O M PA N I E S renewable by ordinary resolution for further maximum periods of five years each.
\n
(2)Where there are several classes of shares, any resolution referred to in sub-article (1) shall be subject to a separate vote for each class of shareholders whose rights are affected by such resolution, and the provisions relating to the majority required for the resolution shall apply for each class.
\n
(3)A copy of any such ordinary or extraordinary resolution referred to in sub-articles (1) and (2) shall be delivered to the Registrar for registration, within fourteen days after the date of the relative resolution, failing which every officer of the company who is in default shall be liable to a penalty, and for every day during which the default continues, to a further penalty.
\n
(4)The provisions of sub-articles (1) to (3) shall apply to the issue of all securities which are convertible into shares or which carry the right to subscribe for shares, but not to the conversion of such securities, nor to the exercise of the right to subscribe.
\n
(5)Where an increase in the issued share capital is not fully taken up, that issue shall be deemed not to have taken effect:
\n
Provided that if the conditions of the issue so provide, the issued share capital shall be increased by the amount of subscriptions received.
\n
Amount paid up on allotment of shares in a public company.
\n
Art. 86
\n
86.Shares shall be paid up on allotment to at least twenty-five per cent of their nominal value in the case of a public company.
\n
Amount paid up on allotment of shares in a private company.
\n
Art. 87
\n
87.Shares shall be paid up on allotment to at least twenty per cent of their nominal value in the case of a private company.
\n
Offering of shares on a pre-emptive basis on issue.
\n
Amended by:
\n
IV. 2003.51;
\n
XIII. 2004.98;
\n
XI. 2017.4.
\n
Art. 88
\n
88.(1) Whenever shares of a public company are proposed to be allotted for consideration in cash, those shares shall be offered on a pre-emptive basis to shareholders in proportion to the share capital held by them:
\n
Provided that shares in a company, whether public or private, shall not be offered on a pre-emptive basis to the company itself, notwithstanding any other provision of this Act empowering the company to hold its own shares.
\n
(2)Where the issued share capital of a company as referred to in sub-article (1) having several classes of shares carrying different rights with regard to voting, or participation in distributions, or sharing in assets in the event of a winding up, is increased by issuing new shares for allotment in only one of these classes, the right of pre-emption of shareholders of the other classes is to be exercised only after the exercise of this right by the shareholders of the class in which the new shares issued are to be allotted.
\n
(3)A copy of any offer of subscription on a pre-emptive basis indicating the period within which this right shall be exercised shall be delivered to the Registrar for registration:
\n
Provided that such registration shall not be required as long C OM PA N I E S as all the shareholders of the company are informed in writing of the offer of subscription on a pre-emptive basis and of the period within which this right shall be exercised.
\n
(4)The right of pre-emption referred to in sub-article (3) shall be exercised within a period of not less than fourteen days from the date of publication of the offer in the Gazette or on a website maintained by the Registrar in accordance with article 401(1)(e), or from the date of dispatch of the letters to the shareholders referred to in the same sub-article.
\n
(5)The right of pre-emption shall not be restricted or withdrawn by the memorandum or articles:
\n
Provided that, for a particular allotment as referred to in this article, the right of pre-emption may be restricted or withdrawn by extraordinary resolution of the general meeting. In such case the Board of directors shall be required to present to that general meeting a written report indicating the reasons for restriction or withdrawal of the right of pre-emption and justifying the proposed issue price.
\n
(6)A copy of the resolution referred to in sub-article (5), shall be delivered by the directors or by the company secretary to the Registrar for registration.
\n
(7)The memorandum or articles or an extraordinary resolution of the general meeting may authorise the Board of directors to restrict or withdraw the right of pre-emption if the Board is authorised to issue shares in accordance with article 85 and for as long as the Board remains so authorised.
\n
(8)A copy of the resolution referred to in sub-article (7) shall be delivered to the Registrar for registration.
\n
(9)The provisions of sub-articles (1) to (8) shall apply to the issue of all securities which are convertible into shares or which carry the right to subscribe for shares, but not to the conversion of such securities, nor to the exercise of the right to subscribe.
\n
(10)The right of pre-emption shall not be excluded for the purposes of sub-articles (5) to (8) where, in accordance with the decision to allot shares, shares are issued to banks or financial institutions with a view to their being offered to shareholders of the company in accordance with sub-article (1).
\n
(11)If default is made in complying with sub-articles (6) or (8), every officer of the company who is in default shall be liable to a penalty, and, for every day during which the default continues, to a further penalty.
\n
Chapter III - Capital issues by public companies
\n
Issue of applications for shares in or debentures of a public company to be made with a prospectus.
\n
Amended by:
\n
IV. 2003.52;
\n
L.N. 391 of 2005;
\n
IX. 2008.10;
\n
L.N. 338 of 2012;
\n
XX. 2013.79;
\n
V.2020.24..
\n
C O M PA N I E S
\n
Art. 89
\n
89.It shall not be lawful for a company to make an offer of securities to the public in a Member State or EEA State unless the company is a public company and the offer is made in the form of a prospectus which complies with the requirements of the Financial Markets Act and any applicable regulations made thereunder, and the provisions of articles 91 to 96 shall apply to such offers:
\n
Provided that the provisions of this Chapter, including the obligation to draw up a prospectus, shall not apply to a form of application issued (a) in connection with a bona fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures; or (b) in relation to securities which do not constitute an \"offer of securities to the public\" within the meaning of article 2(3); or (c) by a holder of a collective investment scheme licence within the meaning of the Investment Services Act provided such issue is made in accordance with rules or regulations made under that Act; or (d) in relation to dividends paid out to existing shareholders in the form of shares of the same class as the shares in respect of which such dividends are paid provided that a document is made available containing information on the number and nature of the shares and the reasons for and details of the offer; or (e) in connection with an offer where securities are allotted to existing or former directors or employees by their employer or by an affiliated undertaking provided that the company has its head office or registered office in the Community and provided that a document is made available containing information on the number and nature of the securities and the reasons for and details of the offer; or (f) in relation to shares issued on the redemption or reduction of shares of the same class already issued, if the issuing of such new shares does not involve any increase in the issued capital; or (g) in relation to an offer made in connection with a takeover bid, provided that a document is available containing information which is regarded by the Registrar as being equivalent to that of the prospectus; or (h) in relation to an offer made in connection with or pursuant to a proposed merger or division, provided that a document is available containing information which is regarded by the Registrar as being equivalent to that of the prospectus:
\n
Provided further that paragraph (e) shall also apply to a company established outside the European Union and the EEA and whose securities are admitted to trading either on a regulated market C OM PA N I E S or on a third country market. In the latter case, the exemption shall apply provided that adequate information, including the document referred to in paragraph (e), is available in English provided that the European Commission has adopted an equivalence decision regarding the third-country market concerned.
\n
Art. 90
\n
90.(Deleted by Act V. 2020.25).
\n
Art. 91
\n
91.Any person responsible for the issue, circulation or distribution of a prospectus or for the issue of a form of application for shares or debentures, in contravention of article 89 shall be liable to a penalty:
\n
Dating of prospectus and matters to be stated therein.
\n
Amended by:
\n
L.N. 391 of 2005.
\n
Penalty.
\n
Amended by:
\n
L.N. 391 of 2005;
\n
V. 2020.26.
\n
Provided that a director or other person responsible for the prospectus shall not incur liability if (a) as regards any matter not disclosed he proves that he was not cognizant thereof; or (b) he proves that the contravention arose from an honest mistake of fact on his part; or (c) the contravention was in respect of matters which, in the opinion of the court, were immaterial or otherwise such as ought, having regard to all the circumstances of the case, reasonably to be excused.
\n
Art. 92
\n
92.(Deleted by Act V. 2020.25).
\n
Art. 93
\n
(1)A copy of the prospectus signed in accordance with the provisions of the Financial Markets Act shall be delivered to the Registrar for registration within five days from the date of its publication.
\n
(2)If default is made in complying with the provisions of this article, every officer of the company who is in default shall be liable to a penalty, and, for every day during which the default continues, to a further penalty.
\n
Art. 94
\n
94.(1) The persons who are responsible for or who have authorised the issue of a prospectus shall be jointly and severally liable for any damage sustained by a person subscribing for shares or debentures on the faith of that prospectus, by reason of any untrue statement included therein.
\n
(2)No person shall be liable under this article if (a) he proves that he had reasonable grounds to believe and did, up to the time of the allotment of the shares or debentures believe, that the statement was true; or (b) he proves, as regards an untrue statement made by an expert, that he had reasonable grounds to believe and did, up to the time of the allotment of the shares or Prospectus including a statement by experts.
\n
Registration of prospectus.
\n
Amended by:
\n
L.N. 391 of 2005.
\n
Substituted by:
\n
V.2020.28.
\n
Civil liability for misstatements in prospectus.
\n
Amended by:
\n
L.N. 391 of 2005;
\n
L.N. 338 of 2012;
\n
XVIII.2025.11.
\n
C O M PA N I E S debentures believe, that the person making the statement was competent to make it; or (c) on becoming aware of the untrue statement before any allotment is made under the prospectus, he gave reasonable public notice of the untruthfulness of the statement.
\n
(3)No person shall be liable for statements made in the summary referred to in Part A of the Second Schedule, including the translation thereof, except when such statements are misleading, inaccurate or inconsistent, when read together with the other parts of the prospectus, or if it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities. The summary shall contain a clear warning to that effect.
\n
Document containing offer of shares or debentures for sale to be deemed prospectus.
\n
Amended by:
\n
IV. 2003.53.
\n
Art. 95
\n
95.(1) Where a company allots or agrees to allot any shares in or debentures of the company with a view to all or any of those shares or debentures being offered for sale to the public, any document by which the offer for sale to the public is made shall for all purposes be deemed to be a prospectus and all the rules relating to prospectuses shall apply and have effect accordingly.
\n
(2)It shall be presumed, unless the contrary is proved, that the allotment or agreement to allot was made with a view to the shares or debentures being offered for sale to the public if it is shown (a) that an offer for sale to the public was made within six months after the allotment; or agreement to allot; or (b) that at the date when the offer was made the whole consideration to be received by the public company in respect of the shares or debentures had not been so received.
\n
(3)The provisions of article 93 as applied by this article shall have effect (a) as if that article further required a prospectus to have attached thereto a copy of any contract under which the said shares or debentures have been or are to be allotted or, in the case of a contract not reduced in writing, a memorandum giving full particulars thereof; and (b) as though the persons making the offer were persons named in the prospectus as directors of a company.
\n
Interpretation of provisions relating to prospectus.
\n
Amended by:
\n
L.N. 391 of 2005.
\n
Art. 96
\n
96.(1) For the purposes of the provisions of articles 89 to 95 (a) a statement included in a prospectus shall be deemed to be untrue if it is misleading in the form and context in which it is included or otherwise inaccurate or inconsistent; and (b) a statement shall be deemed to be included in a prospectus if it is contained therein or in any document appearing on the face thereof or by reference incorporated therein or issued therewith.
\n
C OM PA N I E S
\n
(2)In this Chapter the term \"expert\" includes engineer, valuer, accountant and any other person whose profession gives authority to a statement made by him.
\n
Art. 96A
\n
96A. (1) Where a public company makes an offer of securities to the public in a third country, its directors shall, within one month of the registration of the issued securities with the company, deliver to the Registrar for registration a notice specifying the following information, together with a copy of the offering document, if any: (a) the country or countries where the offer is made; (b) the purpose of the offer; (c) the amount of the offer; (d) the type of securities offered;
\n
Offer of securities to the public in third countries.
\n
Added by:
\n
V.2020.29. (e) the name of the authority or other body in the third country which was responsible for the approval of the offering document, if any.
\n
(2)In default of complying with the provisions of sub-article
\n
(1), every officer of the company who is in default shall be liable to a penalty, and for every day during which the default continues, to a further penalty.
\n
(3)It shall be the responsibility of the issuer and the directors of the company to comply with the laws and regulations of the third country in which the securities are offered to the public.
\n
(4)For the purpose of this article: (a) \"an offer of securities to the public in a third country\" shall mean an offer of securities in such third country: (i) persons; or to more than one hundred and fifty (ii) where the total consideration of the offer exceeds one hundred thousand euro (€100,000), calculated over a period of twelve months; (b) \"offering document\" includes a prospectus or other invitation to acquire securities.
\n
Chapter IV -Allotment of shares and debentures of companies
\n
Art. 97
\n
97.(1) No allotment shall be made of any share capital of a public company offered to the public for subscription (a) unless there has been subscribed and paid in cash the amount stated in the prospectus as the minimum No allotment unless minimum subscription received.
\n
C O M PA N I E S amount which, in the opinion of the directors, shall be raised by the issue of share capital in order to provide for the preliminary expenses, purchase of property and working capital as specified in the prospectus; and (b) unless the capital is subscribed in full, whether or not in cash, or the conditions stated in the offer for allotment, where the offer is not fully subscribed, are satisfied.
\n
(2)If the conditions referred to in sub-article (1) have not been complied with on the expiration of forty days after the issue of the prospectus, all money received from applicants for shares shall be forthwith repaid to them without interest.
\n
(3)If any of the money is not repaid within forty-eight days after the issue of the prospectus, the directors of the company shall be jointly and severally liable to repay it with annual interest at the rate of two percentage points over the Central Bank of Malta minimum discount rate from the expiration of the fortieth day; except that a director shall not be so liable if he proves that the d e f a u l t i n t h e r e p a y m en t o f t h e m o n e y w a s n o t d u e t o a n y misconduct or negligence on his part.
\n
(4)Any condition requiring or binding an applicant for shares to waive compliance with any requirement of this article shall be void.
\n
(5)All money received from applicants in pursuance of the prospectus shall remain the property of the applicants until such time as the allotment is made in an irrevocable manner and shall not be available for the satisfaction of any debts of the company.
\n
Such money shall be kept in a separate bank account so long as the company may become liable to repay it under sub-article (2); and if default is made in complying with this sub-article, the company and every officer of it who is in default shall be liable to a penalty, and, for every day during which the default continues, to a further penalty.
\n
Effect of irregular allotment.
\n
Amended by:
\n
L.N. 181 of 2006;
\n
L.N. 186 of 2006
\n
Art. 98
\n
98.(1) An allotment made by a company in contravention of article 97 shall be voidable at the instance of the applicant for shares referred to in the same article by sworn application filed within one month after the date of the allotment:
\n
Provided that the proceedings may be commenced even if the company has been dissolved and is being wound up.
\n
(2)If a director knowingly contravenes or permits or authorises the contravention of article 97, he shall be liable to compensate the company and the allottee respectively for any loss, damages or costs which the company or the allottee may have sustained or incurred by the contravention:
\n
Provided that proceedings to recover any such loss, damages or costs shall only be commenced by sworn application within two years from the date of allotment.
\n
C OM PA N I E S
\n
Art. 99
\n
99.(Deleted by Act V. 2020.25) Time of the opening of the subscription lists.
\n
Amended by:
\n
L.N. 391 of 2005.
\n
Art. 100
\n
100.(Deleted by Act V. 2020.25) Revocability of application for shares or debentures.
\n
Art. 101
\n
101.(Deleted by Act V. 2020.25) Allotment of shares, etc., to be dealt in on stock exchange.
\n
Amended by:
\n
IV. 2003.54;
\n
IX. 2008.11.
\n
Art. 102
\n
102.(Deleted by Act V. 2020.25) Operation of article 101 where prospectus offers shares for sale.
\n
Art. 103
\n
103.(1) Whenever a company makes any allotment of its shares, the company shall, within one month thereafter, deliver to the Registrar for registration - Return as to allotments. (a) a return of the allotments stating the number and the nominal amount of the shares comprised in the allotment, the names and addresses of the allottees and the amount paid and that due, and payable, on each share, whether on account of the nominal value of the share or by way of premiums; and (b) in the case of shares allotted as fully or partly paid up otherwise than in cash, a contract in writing or, where the contract is not reduced to writing, a document containing the particulars of the contract, constituting the title of the allottee to the allotment, together with any contract of sale, or for services rendered or other consideration in respect of which the allotment was made, and a return stating the number and nominal value of shares so allotted, the extent to which they are to be treated as paid up, and the consideration for which they have been allotted; and (c) where applicable, a declaration that the requirements of article 97 have been complied with.
\n
(2)If default is made in complying with the provisions of this article, every officer of the company who is in default shall be liable to a penalty, and, for every day during which the default continues, to a further penalty.
\n
Chapter V - Maintenance of share capital and protection of
\n
class rights
\n
Art. 104
\n
104.(1) Where the net assets of a public company are half or less of its called-up issued share capital, the directors shall, not later than thirty days from the earliest day on which that fact is known to any director of the company, duly convene a general Duty of directors on serious loss of capital.
\n
C O M PA N I E S meeting of the company by means of a notice to that effect for a date not later than forty days from the date of the notice for the purpose of considering whether any, and if so, what steps should be taken to deal with the situation, including consideration as to whether the company should be dissolved.
\n
In this sub-article, \"net assets\" shall have the same meaning assigned to it under article 193(2).
\n
(2)In a meeting convened in pursuance of sub-article (1), only the steps mentioned in the said sub-article may be considered.
\n
(3)If a general meeting as required by sub-article (1) is not convened, each of the directors of the company in default shall be liable to a penalty, and, for every day during which the default continues, to a further penalty.
\n
Company may not subscribe for its own shares.
\n
Art. 105
\n
105.(1) A company shall not subscribe for any of its own shares, whether on original subscription or on any subsequent subscription, and if any of its shares have been subscribed for by a person acting in his own name but on behalf of the company the subscriber shall be deemed to have subscribed for them for his own account.
\n
(2)On the registration of a company, the subscribers to the memorandum shall be jointly and severally liable to pay for the shares subscribed in contravention of sub-article (1).
\n
(3)In the case of an increase in the issued share capital, the members and directors shall be liable jointly and severally to pay for the shares subscribed in contravention of sub-article (1) provided that any member or director may be released from such liability if he proves that the breach occurred through no fault of his own.
\n
Conditions in which a company may acquire its own shares.
\n
Amended by:
\n
IX. 2008.12;
\n
XX. 2013.80;
\n
XVIII.2024.7.
\n
Art. 106
\n
106.(1) Without prejudice to the principle of equal treatment of the shareholders who enjoy the same rights in respect of the shares held by them and to any relevant provisions of the Prevention of Financial Markets Abuse Act, a company may acquire any of its own shares otherwise than by subscription, provided all the following conditions are respected (a) provision is made by the memorandum or articles of the company for authorising the acquisition by the company of its own shares; (b) authorisation is given by an extraordinary resolution, which resolution shall determine the terms and conditions of such acquisitions and in particular the maximum number of shares to be acquired, the duration of the period for which the authorisation is given and which may not exceed eighteen months and, in the case of acquisition for valuable consideration, the maximum and minimum consideration; (c) the provisions of article 135 shall apply in respect of the extraordinary resolution referred to in paragraph (b) above subject however to the condition that shares C OM PA N I E S already held by the company itself shall be treated as carrying no voting rights; (d) the nominal value of the acquired shares, including shares previously acquired by the company and held by it shall not exceed fifty per cent of the issued share capital; (e) no acquisitions by a company of its own shares shall be made when on the closing date of the last accounting period the net assets as set out in the company’s annual accounts are, or following such distribution, would become lower than the amount of called up issued share capital plus those reserves which may not be distributed under the provisions of this Act or the company’s memorandum or articles; and in any case it shall not be possible for the company to acquire any of its own shares except out of the proceeds of a fresh issue of shares made specifically for the purpose, or out of profits available for distribution; (f) the shares acquired shall be fully paid up shares; and (g) a company may not as a result of the acquisition of any of its shares become the only holder of its ordinary shares.
\n
(2)The company shall deliver to the Registrar for registration a copy of the resolution mentioned in sub-article (1). If default is made in complying with the provisions of this sub-article, every officer of the company who is in default shall be liable to a penalty, and, for every day during which the default continues, to a further penalty.
\n
(3)The provisions of sub-article (1)(b) shall not apply where the acquisition of a company’s own shares is necessary to prevent serious and imminent harm to the company.
\n
(4)The provisions of sub-article (1)(b) shall furthermore not apply to shares acquired either by the company itself or by a person acting in his own name but on the company’s behalf for distribution to that company’s employees or to the employees of its parent company or of any of its subsidiary undertakings. Such shares shall be distributed within one year of their acquisition.
\n
(5)References in this article and in articles 107 to 110 to a company holding, acquiring or otherwise dealing in its own shares shall be deemed to include references to the company so doing either itself or through a person acting in his own name but on the company’s behalf.
\n
(6)The company may, at any time, cancel any of the shares acquired in accordance with the provisions of this article and article 83 shall not apply to such cancellation. Upon the cancellation becoming effective, the amount of the issued share capital shall be reduced accordingly by the nominal value of the shares cancelled.
\n
C O M PA N I E S
\n
(7)Within fourteen (14) days after the cancellation of shares become effective as set out in sub-article (6), the company shall deliver to the Registrar a notice for registration.
\n
(8)In cases of default in complying with the provisions of subarticle (7), every officer of the company who is in default shall be liable to an administrative penalty.
\n
Acquisition of own shares by a company without application of article 106.
\n
Amended by:
\n
IV. 2003.55;
\n
XX. 2013.81;
\n
XVIII.2024.8;
\n
XVIII.2025.12.
\n
Art. 107
\n
107.(1) A company may acquire any of its own shares otherwise than by subscription without complying with the provisions of article 106, other than sub-article (1)(g) thereof, where the shares are (a) acquired by the company in the course of a reduction of the issued share capital made in accordance with article 83; or (b) Deleted by Act XVIII.2025.12.
\n
S.L. 386.26.
\n
S.L. 386.27.
\n
S.L. 386.28. (c) forfeited or surrendered in accordance with the provisions of article 112; or (d) acquired in any new procedure for the conversion, the amalgamation or the division of companies pursuant to the provisions contained in Parts VII, VIII and IX of this Act respectively, or otherwise acquired in any procedure for the cross-border conversion, the cross-border merger or the cross-border division of companies pursuant to the Cross-border Divisions of Limited Liability Companies Regulations, Cross-border Conversions of Limited Liability Companies Regulations and the Cross-border Mergers of Limited Liability Companies Regulations; or (e) acquired in any procedure for the change of status of a company pursuant to the provisions of article 213; or (f) acquired by the company from dissenting shareholders in accordance with the provisions of this Act and regulations issued thereunder or pursuant to an order of the Court made under the provisions of this Act and regulations issued thereunder for the re-purchase of shares held by dissenting shareholders, including any order made in terms of article 402(3)(d); or (g) fully paid up and acquired by an investment company with fixed share capital or by another company forming part of the same group at the member’s request provided that such acquisitions shall not have the effect of reducing the company’s net assets below the amount of the issued share capital plus any reserves the distribution of which is forbidden by law; (h) acquired by the company during a redemption of preference shares in accordance with article 115.
\n
(2)Where shares acquired pursuant to sub-article (1)(b) to (f) are retained by the company and are not disposed of within thirty months of their acquisition the company shall by extraordinary C OM PA N I E S resolution cancel such shares within six months of the expiry of the said thirty months.
\n
(3)The provisions of article 83 dealing with the reduction of issued share capital shall apply where shares are cancelled pursuant to sub-article (2):
\n
Provided that the court may not disallow the cancellation but, if good cause is shown, it shall only order that sufficient security be given to the creditor who had objected to the cancellation, and if sufficient security is not immediately available, the court shall order the provision of such security immediately it becomes available to the company and no distribution of dividend may be effected by the company in the meantime:
\n
Provided further that this sub-article shall not apply where the company has acquired the shares otherwise than for valuable consideration.
\n
(4)If the company fails to comply with sub-article (2) within the time limit prescribed, any member or director of the company may apply to the court for an order that such shares be cancelled.
\n
(5)Where the nominal value of the shares held by the company in pursuance of any of the provisions of sub-article (1), including shares which the company may have acquired through a person acting in his own name but on behalf of the company, does not exceed ten per cent of the issued share capital thereof , the provisions of sub-articles (2) to (4) shall not apply.
\n
Art. 108
\n
108.(1) If shares acquired or held in contravention of article 106 and of article 107(1) are not disposed of within one year of their acquisition, the company shall cancel such shares within six months of the expiry of the said year.
\n
Shares acquired or held in contravention of articles 106 and 107.
\n
(2)Where shares are cancelled pursuant to sub-article (1) the provisions of article 83 shall apply subject to the proviso to article 107(3).
\n
(3)If the company fails to comply with sub-article (1) within the time limit prescribed, any member or director of the company may apply to the court for an order that such shares be cancelled.
\n
Art. 109
\n
109.During the time that a company holds any of its own shares (a) they shall carry no voting rights notwithstanding any provisions to the contrary in the company’s memorandum or articles; and (b) if the shares are included among the assets of the company shown in the balance sheet, a reserve of the same amount, unavailable for distribution, shall be included among the reserves:
\n
Provided that following the cancellation of the shares pursuant to the provisions of article 106(6) or article 107(2), the reserves referred to in paragraph (b) shall become distributable.
\n
Conditions for acquisition by a company of its own shares where permitted by law.
\n
Amended by:
\n
IV. 2003.56;
\n
XVIII.2024.9.
\n
Undertaking may not subscribe for or acquire shares in its parent company or provide financial assistance for the purchase of, or subscription for, its own or its parent company’s shares.
\n
Amended by:
\n
IV. 2003.57;
\n
IX. 2008.13.
\n
C O M PA N I E S
\n
Art. 110
\n
110.(1) It shall not be lawful for an undertaking (a) to subscribe for, hold, acquire or otherwise deal in shares in a company which is its parent company; or (b) to give, whether directly or indirectly, and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of an acquisition or subscription made or to be made by any person of or for any shares in the company or its parent company.
\n
(2)The provisions of sub-article (1) shall not apply to transactions effected with a view to the acquisition of shares by or f o r t h e c o m p a n y ’s e m p l o y e e s o r t h e e m p l o y ee s o f a g r o u p company:
\n
Provided that such transactions shall not have the effect of reducing the net assets of the company below the amount specified in article 106(1)(e).
\n
(3)Sub-article (1) shall not apply to the provision of financial assistance by an investment company with fixed share capital for the purpose of or in connection with the acquisition of its fully paid up shares by another undertaking:
\n
Provided that such provision of financial assistance may not have the effect of reducing the net assets of the company below the amount specified in article 106(1)(e).
\n
(4)The provisions of sub-article (1)(b) shall not apply if the company granting the financial assistance is a private company and the following requirements are fulfilled: (a) the Board of Directors has, after taking into account the financial position of the company and the obligations of the directors as set out in article 136A, resolved by the affirmative vote of a majority of all the directors forming the Board at the time of the particular resolution, to authorize the grant of financial assistance for a specific transaction; (b) an extraordinary resolution has been passed affirming the resolution taken pursuant to paragraph (a); and (c) a declaration in the prescribed form signed by two directors confirming that the requirements set out in paragraphs (a) and (b) have been satisfied is duly filed with the Registrar prior to the granting of the financial assistance, and the signature of one director shall suffice where the Board is composed of only one director.
\n
Effect of acceptance of a company’s own shares as security.
\n
Forfeiture or surrender of shares.
\n
Art. 111
\n
111.The acceptance of a company’s own shares by way of pledge or other form of security shall be treated as an acquisition by the company of such shares for the purposes of articles 106, 107 and 109.
\n
Art. 112
\n
112.(1) Any share in a company may be forfeited from any shareholder in favour of the company and any shareholder may C OM PA N I E S surrender any or all of his shares in a company in favour of that company if the shareholder fails to pay any call or instalment of a call on the day appointed for payment thereof and as long as provision to that effect is contained in the memorandum or articles of the company.
\n
(2)The provisions of article 109 shall apply to a forfeiture or surrender of shares until such time as the company disposes of or otherwise cancels them.
\n
Art. 113
\n
113.(1) It shall be lawful for a company to pay a commission or make a discount or allowance to any person in consideration for his subscribing or agreeing to subscribe, whether absolutely or conditionally for any shares in the company, or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the company, provided that (a) authority therefor is given by the memorandum or articles; and (b) the commission, discount or allowance does not exceed ten per cent of the price at which the shares are issued or the amount authorised by the memorandum or articles, whichever is the less; and (c) the amount or rate per cent of the commission, discount or allowance and the number of shares which persons have agreed in consideration thereof to subscribe absolutely shall be disclosed in the manner required by sub-article (3): and (d) in no event may the value of such shares be reduced to below their nominal value as a result of the payment of such commission, discount or allowance.
\n
(2)If shares are issued in contravention of the provisions of this article the holder thereof shall be bound to pay the company an amount equal to the amount of the commission, discount or allowance given in excess of that permitted by this article, with annual interest at the rate of two percentage points over the Central Bank of Malta minimum discount rate.
\n
(3)The conditions specified in sub-article (1) shall, in the case of shares offered to the public for subscription, be disclosed in the prospectus and in the case of shares not so offered (a) they shall be disclosed in a statement signed by every director of the company or by any other person in representation of any director so authorised in writing and delivered to the Registrar for registration before the actual payment of the commission, discount or allowance; and (b) where a circular or notice, not being a prospectus, giving subscription for the shares is issued, they shall also be disclosed in such circular or notice.
\n
(4)If default is made in complying with sub-article (3)(a), every officer of the company who is in default shall be liable to a penalty.
\n
Conditions for payment of commissions, discounts, etc.
\n
Amended by:
\n
IV. 2003.58 Application of premium received on issue of shares.
\n
C O M PA N I E S
\n
Art. 114
\n
114.(1) Where a company issues shares at a premium whether for cash or otherwise, a sum equal to the aggregate amount or value of the premiums on those shares shall be immediately paid in full and transferred to an account, to be called \"the share premium account\", and the provisions of this Act relating to the reduction of the issued share capital of a company shall, except as provided in this article, apply as if the share premium account were paid up share capital of the company.
\n
(2)The share premium account may, notwithstanding anything contained in the foregoing sub-article, be applied by the company (a) in paying up unissued shares of the company to be issued to members of the company as fully paid bonus shares; or (b) in writing off the preliminary expenses of the company or the expenses of or the commission paid or discount allowed on, any issue of shares or debentures of the company; or (c) in providing for the premium payable on redemption of any redeemable preference shares or of any debentures of the company.
\n
Group reconstruction relief.
\n
Added by:
\n
XV. 2007.8.
\n
Art. 114A
\n
114A. (1) Where a company issues shares (the \"issuing company\") and the issuing company (a) is a qualifying subsidiary of another company (\"the holding company\"); and (b) allots shares (i) to the holding company; or (ii) to another qualifying subsidiary of the holding company, in consideration for the transfer to the issuing company of non-cash assets of a company that is a member of the group of companies that comprises the holding company and all its qualifying subsidiaries (the \"transferor company\"), the issuing company shall not be required in terms of article 114 to transfer any amount in excess of the minimum premium value to the share premium account.
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(2)For the purposes of this article the \"minimum premium value\" means the amount, if any, by which the base value of the consideration for the shares allotted exceeds the aggregate nominal value of the shares.
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(3)The base value of the consideration for the shares allotted is the amount by which the base value of the assets transferred exceeds the base value of any liabilities of the transferor company assumed by the issuing company as part of the consideration for the assets so transferred.
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(4)For the purposes of this article: (a) the base value of assets transferred is taken as - C OM PA N I E S (i) the cost of those assets to the transferor company; or (ii) the amount at which those assets are stated in the transferor company’s accounting records immediately before the transfer; or (iii) the fair market value of the assets, whichever is less; (b) the base value of the liabilities assumed is taken as the amount at which they are stated in the transferor company’s accounting records immediately before the transfer.
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(5)For the purposes of this article the term \"qualifying subsidiary\" shall mean a company in which the holding company holds at least an eighty per cent equity holding. The term \"eighty per cent equity holding\" shall have the meaning assigned to it in article 114B(5).
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Art. 114B
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114B. (1) The provisions of article 114 shall not apply when the company issuing shares (\"the issuing company\") has secured at least an eighty per cent equity holding in another company in pursuance of an arrangement providing for the allotment of equity securities in the issuing company on terms that the consideration for the shares allotted is to be provided: (a) by the issue or transfer to the issuing company of equity securities in the other company; or (b) by the cancellation of any such shares not held by the issuing company.
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(2)The provisions of article 114 shall not apply when the equity securities in the issuing company allotted in pursuance of the arrangement in consideration for the acquisition or cancellation of equity securities in the other company are issued at a premium.
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(3)The provisions of article 114 shall not apply where the arrangement also provides for the allotment of any shares in the issuing company on terms that the consideration for those shares is to be provided: (a) by the issue or transfer to the issuing company of nonequity securities in the other company; or (b) by the cancellation of any such shares in that company not held by the issuing company.
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(4)The provisions of this article shall not apply in cases falling under article 114A.
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(5)For the purposes of this article an \"eighty per cent equity holding\" means a holding of eighty per cent of the nominal value of the company’s issued equity securities:
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Provided that in determining the existence of \"eighty per cent equity holding\" it shall be immaterial whether any of those securities were acquired in pursuance of the arrangement:
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Provided further that shares held by the other company in Takeover relief.
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Added by:
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XV. 2007.8.
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C O M PA N I E S itself shall be excluded in determining the nominal value of the company’s issued equity securities.
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(6)Where the issued share capital of the issuing company is divided into various classes of shares the requirement in sub-article
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(5)must subsist in relation to each of those classes of shares.
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(7)For the purpose of this article, shares held by a group company of the issuing company or their nominees shall be treated as if they were held by the issuing company itself.
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Relief may be reflected in company’s balance sheet.
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Added by:
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XV. 2007.8.
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Power to make further provisions by regulations.
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Added by:
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XV. 2007.8.
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Art. 114C
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114C. An amount corresponding to the amount representing the premiums, or part of the premiums, on shares issued by a company that by virtue of any relief under articles 114A or 114B is not included in the company’s share premium account may also be disregarded in determining the amount at which any shares or other consideration provided for the shares issued is to be included in the company’s balance sheet.
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Art. 114D
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114D. (1) The Minister may, by regulations published in the Gazette, make such provision as appears to him to be appropriate (a) for relieving companies from the requirements of article 114 in relation to premiums other than cash premiums; (b) for restricting or otherwise modifying any relief from those requirements provided for in this Chapter.
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(2)The regulations referred to in sub-article (1) may make different provision for different cases or classes of cases and may contain such incidental and supplementary provisions as the Minister may think fit.
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Redeemable preference shares.
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Amended by:
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IV. 2003.59.
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Art. 115
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115.(1) Where a company, duly authorised by its memorandum or articles, issues preference shares which are to be redeemed or are liable to be redeemed at the option of the company or the shareholder (a) no such shares shall be redeemed except out of the profits of the company which would otherwise be available for dividend or, in accordance with subarticle (4), out of the proceeds of a fresh issue of shares made for the purpose of the redemption; (b) no such shares shall be issued after 1st June 2003 unless the following conditions are satisfied as regards the terms and manner of redemption (i) the date on or by which, or dates between which, the shares are to be or may be redeemed must be specified in the company’s memorandum or articles or, if the memorandum or articles so provide, fixed by the directors, and in the latter case the date or dates must be fixed before the shares are issued; (ii) any other circumstances in which the shares are to be or may be redeemed must be specified in the company’s memorandum or articles;
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C OM PA N I E S (iii) the amount payable on redemption must be specified in, or determined in accordance with, the company’s memorandum or articles, and in the latter case the memorandum or articles must not provide for the amount to be determined by reference to any person’s discretion or opinion; and (iv) any other terms and conditions of redemption shall be specified in the company’s memorandum or articles; (c) no such shares shall be redeemed unless they are fully paid up and the terms of redemption shall require full payment on redemption; (d) the premium, if any, payable on redemption shall have been provided for out of the profits of the company or out of the company’s share premium account before the shares are redeemed; (e) where any such shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall, out of profits, which would otherwise have been available for distribution as dividend, be transferred to a reserve to be called \"the capital redemption reserve\", a sum equal to the nominal amount of the shares redeemed, and the provisions of this Act relating to the reduction of the issued share capital of a company shall, except as provided in this article, apply as if the capital redemption reserve were paid up share capital of the company.
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(2)The capital redemption reserve may, notwithstanding anything contained in this article, be applied by the company in paying up unissued shares of the company to be issued to members of the company as fully paid bonus shares.
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(3)Preference shares redeemed under this article shall be tr e a t e d a s c a n c e l l e d on r e d e m p ti o n , an d t h e a m ou n t of t h e company’s issued share capital shall be diminished by the nominal value of those shares accordingly:
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Provided that a redemption of preference shares by a company shall not to be taken as reducing the amount of the company’s authorised share capital.
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(4)Without prejudice to the provisions of sub-article (3), where a company is about to redeem preference shares, it shall have the power to issue shares up to the nominal value of the preference shares to be redeemed as if those preference shares had never been issued.
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(5)A notice of the redemption of preference shares referred to in the preceding sub-articles of this article shall be delivered by the company to the Registrar for registration, within fourteen days after the date of redemption.
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(6)If default is made in complying with the provisions of subarticle (5) every officer of the company who is in default shall be C O M PA N I E S liable to a penalty, and, for every day during which the default continues, to a further penalty.
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Rights of holders of special classes of shares and changes or variations thereof.
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Amended by:
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XXIV. 1995.362;
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L.N. 181 of 2006;
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L.N. 186 of 2006.
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Art. 116
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116.(1) If, in the case of a company the share capital of which is divided into different classes of shares, provision is made by the memorandum or articles for authorising the change of any shares in the company from one class into another or for the variation of the rights attached to any class of shares in the company, subject to the consent of any specified proportion of the holders of the issued shares of that class and of any other class affected thereby or the sanction of a resolution passed at a separate meeting of the holders of those shares and of the holders of any other shares affected thereby, and in pursuance of the said provision the shares are changed from one class into another or the rights attached to any such class of shares are at any time varied, the holders of not less in the aggregate than fifteen per cent either of the issued shares of that class or of any other class affected thereby, being persons who did not consent to or vote in favour of the resolution for the change or variation, may by sworn application filed within twenty-one days of the consent or the resolution, demand that the change or variation shall not have effect.
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(2)On any such demand the court, if it is satisfied, having regard to all circumstances of the case, that the change or variation would unfairly prejudice the holders of shares, the class of which is being changed or the rights of which are being varied, or the holders of any other class of shares affected thereby, shall disallow the change or variation.
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(3)The Registrar of Courts shall without delay cause a copy of any sworn application filed under sub-article (1) and of any judgment given thereon to be served on the Registrar for registration, and the said sworn application shall, on pain of nullity, include a demand to that effect.
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(4)Article 79(2) and (4) shall apply in respect of any consent or resolution given or taken in terms of sub-article (1).
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(5)Where no provision is made by the memorandum or articles for authorising the change or variation referred to in sub-article (1), no such change or variation may be made
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Chapter VI - Miscellaneous provisions about shares and
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debentures Numbering of shares.
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Art. 117
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117.Each share in a company shall be distinguished by its appropriate number:
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Provided that, if at any time all the issued shares in a company, or all the issued shares therein of a particular class, are fully paid up and rank pari passu for all purposes, none of those shares need thereafter have a distinguishing number so long as they remain fully paid up and rank pari passu for all purposes with all shares of the same class for the time being issued and fully paid up.
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C OM PA N I E S
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Art. 117A
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117A. A usufructuary of shares in a company shall be entitled to attend any general meeting of the company and to receive dividends but he shall not be entitled to vote at any meeting of the company unless the right to vote is specifically mentioned and provided for in the:
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Usufructuary of shares.
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Added by:
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XVIII.2025.13. (a) public deed creating the right of usufruct; or (b) memorandum and articles of association of a company.
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Art. 118
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118.(1) Notwithstanding any provisions contained in any other law, a transfer of shares in or debentures of a company shall be made in writing.
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(2)It shall not be lawful for a company to register a transfer of shares in or debentures of the company unless a proper instrument of transfer or an authentic copy thereof has been delivered to the company:
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Provided that, without prejudice to any obligation arising under the provisions of the Duty on Documents and Transfers Act, nothing in this article shall prejudice any power of the company to register as shareholder or debenture holder any person to whom the right to any shares in or debentures of the company has been transmitted causa mortis.
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(3)This article shall not apply to shares or debentures of a company held or evidenced in a dematerialised form or represented in book-entry form as immobilisation.
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Art. 119
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119.(1) On the application of the transferor or of the transferee of any share in or debenture of a company, the company shall enter in its register of members or of debentures, as the case may be, the name and address of the transferee and where the application is made by the transferor the entry shall be made in the same manner and subject to the same conditions as if the application for the entry were made by the transferee.
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(2)If a company refuses to register a transfer of shares or debentures, it shall, within two months after the date on which the transfer was lodged, send to the transferee notice of the refusal.
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(3)Notwithstanding the provisions of the regulations contained in Part I of the First Schedule and notwithstanding anything contained in a public company’s memorandum or articles, the directors of a public company shall be obliged to register the transfer of any shares in the company in favour of any person who has acquired those shares as a result of a judicial sale thereof.
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(4)On the application of the person to whom the right to any shares in or debentures of a company has been transmitted causa mortis, the company shall register in its register of members or debentures, as the case may be, the name and address of such person.
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(5)If a company refuses to register a transmission as is referred to in sub-article (4), it shall, within two months after the date on which the transmission is lodged, send to the person to whom the right to any shares or debentures of a company has been Transfer of shares or debentures.
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Amended by:
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XIX. 2010.31;
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XI.2017.5;
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XXXI. 2017.76.
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Substituted by:
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XXXI. 2017.76.
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Registration of transfer or transmission of shares or debentures.
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C O M PA N I E S transmitted causa mortis, notice of the refusal.
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(6)If default is made in complying with the provisions of subarticles (2) or (5), every officer of the company who is in default, shall be liable to a penalty, and, for every day during which the default continues, to a further penalty.
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Issue of certificates.
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Amended by:
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XIX. 2010.32.
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Art. 120
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120.(1) Every company shall, within two months after the allotment of any of its shares or debentures and within two months after the date on which a transfer of any such shares or debentures is registered with the company, and within one month from the date on which any such shares or debentures transmitted causa mortis have been registered in the name of the person entitled to be registered as the holder thereof, deliver the certificates of all shares, debentures or debenture stock allotted, transferred or transmitted causa mortis to the persons entitled thereto, unless the conditions of issue of the shares or debentures otherwise provide.
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(2)The expression \"transfer\" for the purposes of this article means a transfer on which the relevant duty, if any, has been paid and is otherwise valid, and does not include such a transfer as the company is for any reason entitled to refuse to register and does not register.
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(3)In the case of a transfer or of a transmission causa mortis of shares the company shall within fourteen days after the date on which a transfer of any such shares is registered with the company, and within one month from the date on which any such shares transmitted causa mortis have been registered in the name of the person entitled to be registered as the holder thereof, deliver to the Registrar for registration a notice of the transfer or the transmission causa mortis stating the names and addresses of the transferees or the names and addresses of the persons entitled to the shares transmitted causa mortis, as the case may be:
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Provided that in the case of public companies whose shares are admitted to listing on a regulated market or on an equivalent market in a non-Member State or non-EEA State, the delivery to the Registrar shall take place within ninety days after the date on which a transfer of any such shares is registered with the company, and within ninety days from the date on which any such shares transmitted causa mortis have been registered in the name of the person entitled to be registered as the holder thereof.
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(4)If default is made in complying with any of the provisions of this article, every officer of the company who is in default shall be liable to a penalty, and, for every day during which the default continues, to a further penalty.
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Prohibition of share warrants.
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Substituted by:
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XI.2017.6.
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Art. 121
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121.No company may issue a share warrant to bearer notwithstanding anything contained in its memorandum and articles of association.
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Transitory provisions.
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Added by:
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XI. 2017.7.
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Art. 121A
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121A. (1) A holder of a share warrant shall, before the expiry of nine months from the coming into force of the Companies (Amendment) A ct, 2017 surrender the share warrant to the company which had issued such warrant.
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C OM PA N I E S
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(2)Upon the surrender of a share warrant the company shall: (a) cancel any share warrant issued by it; (b) enter in its register of members the name of the persons requesting that their names and addresses be entered in the register of members in lieu of share warrants surrendered, and in this regard the provisions of article 123(1)(a), (1)(b) and (2) shall apply; and (c) notify the Registrar of any changes in the register of members made consequently to that provided in subarticle (1) and paragraphs (a) and (b).
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(3)Any share warrant which is not surrendered to the issuing company as aforesaid by the end of the period mentioned in subarticle (1) shall, after the end of the said period, no longer be recognised by the company and such share warrants shall be deemed to have been cancelled.
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Art. 122
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122.(1) Securities may, unless otherwise provided in the memorandum or articles of the company or under the conditions of issue of those securities, be pledged by their holder in favour of any person as security for any obligation. The pledge of securities shall be constituted by means of an instrument in writing entered into between the pledgor and the pledgee:
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Provided that in the case of a private company, securities may not be pledged unless the memorandum or articles of the company specifically so provide; and in relation to transfers of shares by members of the company any restriction resulting from the memorandum or articles of the company shall, subject to the provisions of sub-article (10), be deemed not to apply to transfers by the pledgee in terms of sub-article (6) or resulting from any judicial sale.
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Pledging of securities.
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Amended by:
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XXIV.1995.362;
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IX. 1997.7;
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IV. 2003.60;
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IX. 2008.14;
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XI. 2017.8;
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V.2020.32;
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XVIII.2025.14;
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I.2026.17.
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(2)Notice of the pledge shall be delivered by the pledgor or the pledgee to the Registrar for registration within fourteen days of the granting of the pledge. The company whose securities have been pledged, shall also be notified of the pledge in writing within the said period and the company shall record that fact in the register of holders of the respective securities.
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(3)The pledge of securities shall be effective in relation to a third party only after the registration by the Registrar of the notice referred to in sub-article (2).
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(4)Saving the provisions of sub-article (3), during the existence of a pledge of securities, any transfer or other assignment, made by the pledgor, whether by onerous or gratuitous title, of the pledged securities shall be null and void.
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(5)Notwithstanding the provisions of sub-article (4), any transfer or other assignment of securities made with the consent of the pledgee shall be valid and the securities to be transferred shall continue to be subject to the pledge.
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(6)Without prejudice to the right of the pledgee to apply for the judicial sale of the securities and notwithstanding the provisions of the Civil Code or of the memorandum or articles of C O M PA N I E S the company, in the event of a default under the agreement of pledge and upon giving notice by judicial act to the pledgor and the company, the pledgee shall be entitled to (i) (ii) dispose of the securities which are pledged in his favour; or appropriate and acquire the securities himself, in settlement of the debt due to him or of part thereof.
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(7)For the purposes of sub-article (6) the value of the securities may be established by agreement between the pledgor and the pledgee after notice of default has been given by the pledgee to the pledgor in terms of the said sub-article (6), and no prior agreement thereon shall be valid:
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Provided that, in case of disagreement, the fair value for the sale or appropriation of the securities shall be determined by a certified public accountant appointed by the Civil Court, First Hall, on the application of the pledgee.
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(8)For the purposes of sub-article (7), the fair value of the securities shall be that obtaining on the date of the notice referred to in sub-article (6).
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(9)The pledgee shall, in selling the securities in accordance with the provisions of sub-article (6), be obliged to seek the best p r i c e b ei n g n o t l e s s t h a n t h e i r f a i r v a l u e a s d e t e r m i n e d i n accordance with sub-article (7). In the event that a buyer cannot be found for the securities at their fair value, the pledgee shall apply to the court for the securities to be sold at less than their fair value as aforesaid subject to such conditions as the court may deem fit.
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(10)In the case of a pledge of shares in a private company, the pledgee shall be obliged, prior to the exercise of the right granted by sub-article (6), to offer the shares to other shareholders of the company in accordance with any pre-emption rights relating to the transfer of shares as laid down in the memorandum or articles of that company, and, failing such pre-emption rights, to all the other shareholders of the company in proportion to their holdings. In either case the shareholders shall be entitled to purchase the shares at the price determined in accordance with sub-article (7). Such offer shall be kept open for at least ten working days.
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(11)In the case of a pledge of shares in a public company the memorandum or articles of which require any shareholder wishing to transfer shares in the company to offer them on a pre-emptive basis to other shareholders of the company, the pledgee shall accordingly be obliged, prior to the exercise of the right granted by sub-article (6), to offer the shares to those shareholders, who shall be entitled to purchase the shares at the price determined in accordance with sub-article (7). Such offer shall be kept open for at least ten working days.
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(12)(a) In the case of a pledge of securities in a company which are listed on a Maltese regulated market and in respect of which securities arrangements have been made for the maintenance by such Maltese regulated market of the C OM PA N I E S relevant register of holders thereof, the provisions of sub-articles (2) to (11) and (15) shall not apply for such quoted securities. The following provisions shall apply instead: (i) (ii) (iii) (iv) the pledgor or the pledgee shall deliver within fourteen days of the granting of the pledge of a quoted security a certified copy of the signed pledge agreement 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; the company whose listed securities have been pledged shall also be notified of the pledge or of its termination within the said periods and the company shall record that fact in the register of holders of the respective securities; such pledge of securities shall be effective in relation to a third party only from the date of delivery of the signed pledge agreement 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 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 company, 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 company which are listed 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 sub-articles (7) to (11) shall not apply and in the event of a default under the agreement of pledge, the pledgee shall, upon notice to the pledgor and the company in accordance with sub-article (6) have the securities sold through a person duly authorised for this purpose.
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(13)In the exercise of his rights under this article, the pledgee shall only sell or appropriate such number of securities as are needed to raise sufficient proceeds to repay the debt due. All remaining shares shall be released to the pledgor.
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(14)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 dividends and interest payments:
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Provided that, should the agreement between the parties not make provision for such matters, all rights pertaining to a holder of securities shall, for the duration of the pledge, be exercised by the C O M PA N I E S 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 company, all the rights belonging to the pledgor shall immediately become exercisable by the pledgee:
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Provided further that, unless the pledgor and the pledgee have otherwise agreed in the pledge agreement and notice thereof has been given to the company, dividends or interests payments due on securities which are pledged shall, during such time as the pledge is registered in the register of holders of the respective securities, be paid by the company 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.
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(15)Notice of termination of the pledge shall be delivered by the pledgee to the Registrar for registration within fourteen days of the termination of the pledge. The company, securities in which h a v e b e e n p led ge d, s ha l l a l s o be n ot if ie d in w ri ti n g of t he termination of the pledge within the said period and the company shall record that fact in the register of holders of the respective securities.
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(16)Subject to the provisions of sub-articles (6) to (9) and (13), the terms and conditions of the pledge of a debenture warrant shall be determined by agreement between the pledgor and the pledgee.
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The pledge f a debenture warrant shall be effective in relation to a third party from the date of delivery of the share warrant or debenture warrant to the pledgee.
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Register of members.
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Amended by:
\n
XXXI. 2017.77.
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(17)For the purposes of any enforcement in accordance with this article and of any provisions relating to the enforcement of rights pertaining to the pledgee in accordance with this Act, it shall be permissible for a pledgee, or any person acting on its behalf, to exercise any such rights by acting on behalf of the pledgor as its mandatary, provided that the pledgee is authorised to so act, irrevocably and by way of security, in accordance with article 1887 of the Civil Code and that the right to act in such manner is clearly prescribed in the relevant agreement regulating the pledge of securities in terms of this article and the Act.
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Art. 123
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123.(1) Every company shall keep a register of its members and shall enter therein the following particulars: (a) the names and addresses of the members and a statement of the shares held by each member, distinguishing each share by its number, so long as the share has a number, and of the amount paid or agreed to be considered as paid on the shares of each member; (b) the date at which each person was entered in the register as a member; and (c) the date at which any person ceased to be a member.
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(2)Where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this Act, be treated a s a si n g le m e m b e r ; a n d , u nl e s s o t he r wi s e pr o v i d e d in t he C OM PA N I E S memorandum or articles, the name of only one of such persons shall be entered in the register of members. Such person shall be elected by the joint holders and shall for all intents and purposes be deemed vis-à-vis the company to be the member of the company in respect of all the shares so held.
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(3)The register of members shall be kept at the registered office of the company or at such other place as may be specified in the memorandum or articles. (3A) Notwithstanding the provisions of this article, a company may make arrangements for the register of its members to be kept in a dematerialised form or represented in book-entry form as immobilisation with a central securities depository established in a recognised jurisdiction:
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Provided that the company shall remain responsible for the proper keeping of the register and shall keep a copy of all entries relating to registered shareholders held by the central securities depository.
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(4)If default is made in complying with any requirement of this article, every officer of the company who is in default shall be liable to a penalty, and, for every day during which the default continues, to a further penalty.
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Art. 124
\n
124.(1) Every company shall keep a register of debentures and shall enter therein the names and addresses of the registered holders and particulars of the debentures held by them respectively.
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(2)The register of debentures shall be kept at the registered office of the company or at such other place as may be specified in the memorandum or articles.
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(3)Where two or more persons hold one or more debentures jointly, they shall for the purposes of this Act be treated as a single debenture holder; and, unless otherwise provided in the memorandum or articles, the name of only one of such persons shall be entered in the register of debentures. Such person shall be elected by the joint holders and shall for all intents and purposes be deemed vis-à-vis the company to be the holder of all the debentures so held. (3A) Notwithstanding the provisions of this article, a company may make arrangements for the register of its members to be kept in a dematerialised form or represented in book-entry form as immobilisation with a central securities depository established in a recognised jurisdiction:
\n
Provided that the company shall remain responsible for the proper keeping of the register and shall keep a copy of all entries relating to registered shareholders held by the central securities depository.
\n
(4)If default is made in complying with any requirement of this article, every officer of the company who is in default shall be liable to a penalty and, for every day during which the default continues, to a further penalty.
\n
Register of debentures.
\n
Amended by:
\n
XXXI. 2017.78.
\n
Inspection of registers.
\n
C O M PA N I E S
\n
Art. 125
\n
Except when duly closed in accordance with the provisions of article 126, and subject to such reasonable restrictions as the company in general meeting may impose (a) the register of members shall be open to the inspection of any member of the company without charge; and (b) the register of debentures shall be open to the inspection of any person without charge.
\n
Power to close registers.
\n
Art. 126
\n
126.(1) A company may, on giving notice by advertisement in a daily newspaper circulating wholly or mainly in Malta, close the register of members to inspection for any period or periods not exceeding in the whole thirty days in each year.
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(2)The register of debentures may be closed to inspection in accordance with provisions contained in the memorandum or articles or in the debentures or, in the case of debenture stock, in the stock certificates, during such period or periods, not exceeding in the whole thirty days in any one year, as may be therein specified.
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(3)The memorandum or articles may provide that, during such time as the register of members or the register of debentures is closed in accordance with the provisions of sub-articles (1) and (2), no new particulars may be entered therein.
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Proper keeping of register in certain instances.
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Added by:
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XIX. 2010.33.
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Amended by:
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XI. 2017.9.
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Trustees and nominees.
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Amended by:
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XIII. 2004.99.
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Art. 126A
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126A. (1) Notwithstanding the provisions of articles 123 and 124, where shares or debentures of a company are held or evidenced in a dematerialised or uncertificated form within the meaning of the Financial Markets Act, the company shall remain responsible for the proper keeping of the register and shall keep a copy of all entries relating to registered shareholders and registered holders of debentures held by the central securities depository or by an overseas central securities depository.
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(2)For the purposes of this article \"central securities depository\" and \"overseas central securities depository\" shall have the same meaning assigned to them in article 2 of the Financial Markets Act.
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Art. 127
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127.(1) Unless otherwise provided in its articles, a company formed and registered in Malta shall not recognise any nominee relationship or trust in respect of any security issued by it, and the company shall not recognise, even when having notice thereof, any interest or other right in such security, but shall only recognise the registered holder thereof.
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(2)Notwithstanding anything contained in this article, the persons beneficially entitled to a security shall be taken into account, and any nominee or any trust relationship shall be disregarded, for determining the status of the company for the purpose of Chapter XII of this Title:
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Provided that the company shall not be obliged to obtain or to record any information on the number of beneficiaries and it shall be the sole duty of the trustee to inform the company of the number of beneficiaries if it appears to the trustee that, having C OM PA N I E S regard to the number of beneficiaries, it may result in the aggregate number of persons interested exceeding fifty. The Registrar may at any time order any trustee to declare in writing to the company the number of beneficiaries and in such a case reference shall only be made to beneficiaries who enjoy a fixed interest in the shares under the trust.
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(3)Where a trustee holds shares in a company for the benefit of beneficiaries: (a) the memorandum of association and articles of association, if any, shall be deemed to be validly entered into for the purposes of articles 68 and 75 if they are signed only by the trustee when all the shares in the company are subscribed by the trustee; (b) the memorandum of association, the register of members, share certificates, returns of allotments and any annual return of a company may specify the number of shares held by the trustee on its own account, if any, and the amount of shares held under trusts or each trust if more than one, and the provisions of article 123(1)(a), (b) and (c) shall be construed accordingly;
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(4)
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(5)(c) a resolution in writing pursuant to article 210 shall be deemed to be valid and effective if it is signed only by the trustee when all the shares in the company are subscribed by the trustee. (a) Where a beneficial owner of shares in a company which are held by a trustee, transfers or otherwise disposes of the beneficial ownership of such shares inter vivos to a third party, such a transaction shall be deemed to constitute a transfer of shares for the purposes of the Duty on Documents and Transfer Act, and for the purposes of article 5(1) of the Income Tax Act. (b) Where a change in the registered holder of shares in a company does not involve a change in the beneficial ownership thereof, such change shall not be deemed to constitute a transfer of shares for the purposes of the Duty on Documents and Transfers Act, and for the purposes of article 5(1) of the Income Tax Act, but shall nevertheless be noted in the register of members. (c) For the purposes of article 49 of the Duty on Documents and Transfers Act, \"transferor\" and \"transferee\" in a transfer of shares inter vivos shall be deemed to include a trustee acting on behalf of either the transferor or the transferee of the beneficial ownership of such shares, or of both such transferor and transferee.
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In this article: \"beneficial owner\" means the person beneficially entitled to the shares under a trust or a fiduciary agreement;
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C O M PA N I E S \"trustee\" shall mean a person who may act as a trustee in accordance with the Trusts and Trustees Act and shall include any fiduciary holding shares on behalf of another person.
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(6)Except where expressly permitted under article 212, nothing in this article shall be deemed to imply that a company may have less than two members.
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Shares in companies held by private foundations, including those with segregated cells.
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Added by:
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XXXVI.2018.119.
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Art. 127A
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127A. (1) Except as provided for in this article, the provisions of the preceding article shall not apply to foundations and (a) a private foundation as an organisation with legal personality; or (b) when the foundation is a multi-cell foundation, a segregated cell in a private foundation which constitutes a distinct patrimony administered by the private foundation, shall be considered to be the holder of any shares registered in the name of the private foundation or in the name of the foundation with reference to a cell, and beneficial owners shall not be taken into account and shall be disregarded for determining the status of the company for the purpose of Chapter XII of this Title.
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(2)(a) Where a beneficial owner of shares in a company, which are held by a private foundation, transfers or otherwise disposes of the beneficial ownership of such shares inter vivos to a third party, such a transaction shall be deemed to constitute a transfer of shares for the purposes of the Duty on Documents and Transfer Act, and for the purposes of article 5(1) of the Income Tax Act. (b) Where a change in the registered holder of shares in a company does not involve a change in the beneficial ownership thereof, such change shall not be deemed to constitute a transfer of shares for the purposes of the Duty on Documents and Transfers Act, and for the purposes of article 5(1) of the Income Tax Act, but shall nevertheless be noted in the register of members. (c) For the purposes of article 49 of the Duty on Documents and Transfers Act, \"transferor\" and \"transferee\" in a transfer of shares inter vivos shall be deemed to include a private foundation acting for the benefit of either the transferor or the transferee of the beneficial ownership of such shares, or of both such transferor and transferee.
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(3)When a transaction takes place relating to a cell of an organisation under article 20A or under article 20B of the Second Schedule to the Civil Code and the relevant private foundation, or the foundation with reference to a cell, is the registered holder of any shares in a company, any such transaction shall be treated as a change in the registered holder of the shares in a company without a n y c h a n g e i n t h e b e n ef i c i a l o w n e r o f t h e s h ar e s. A s su c h transactions result in a change in legal ownership of any shares in a company, the administrators, or their delegates, of - C OM PA N I E S (a) the transferring organisation and, if different, those of recipient organisation under the said article 20A; or (b) the organisation of which the cell formed part and those of the new organisation under the said article 20B, as the case may be, shall, within fifteen (15) days from the date of the act, deliver to the Registrar a form notifying him of the transfer of such shares from one foundation to the other, or from the foundation to a new organisation, as the case may be.
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(4)The same principles above stated shall apply when the transferor and, or transferee are involved in a partnership en commandite the capital of which is divided into shares.
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(5)In this article: \"beneficial owner\" means the person beneficially entitled to the shares under a private foundation; \"private foundation\" shall mean a foundation as defined in article 31B of the Second Schedule of the Civil Code.
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Chapter VII - Meetings and Resolutions
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Art. 128
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128.(1) Every company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one annual general meeting of the company and that of the next:
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Holding of annual general meeting.
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Provided that so long as a company holds its first annual general meeting within eighteen months of its registration it need not hold it in the year of its registration or in the following year.
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(2)Every general meeting other than an annual general meeting shall be an extraordinary general meeting.
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(3)If default is made in complying with the provisions of subarticle (1), every officer of the company who is in default shall be liable to a penalty, and, for every day during which the default continues, to a further penalty.
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Art. 129
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129.(1) The directors of a company shall on the requisition of one or more members of the company, holding not less than onetenth of the paid-up share capital of the company on the date of the deposit of the requisition, which share capital carries the right of voting at general meetings of the company, forthwith proceed to duly convene an extraordinary general meeting of the company within twenty-one (21) days from the date of the deposit of the requisition, to be held not later than two (2) months from the date of the deposit of the requisition.
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(2)The requisition shall state the objects of the meeting and Convening of extraordinary general meeting on requisition.
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Substituted by:
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XVIII.2024.10.
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C O M PA N I E S shall be signed by the requisitionists and deposited at the registered office of the company and may consist of several documents in like form, each signed by all the requisitionists.
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(3)If the directors do not duly proceed to hold a meeting as referred to in sub-article (1), the requisitionists may convene a meeting in the same manner, as far as possible, as that in which meetings are to be convened by the directors, provided that such a meeting shall be held before the expiration of three (3) months from the date of the deposit of the requisition.
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Length of notice for calling general meetings.
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(4)Any reasonable expense incurred by the requisitionists by reason of the failure of the directors to hold a meeting shall be repaid to the requisitionists by the company, and any sum so repaid shall be due personally by the directors who were in default and may be retained by the company out of any amount due or which may become due by the company by way of fees or other remuneration in respect of their services to such directors who were in default.
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Art. 130
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130.A general meeting of a company shall be deemed not to have been duly convened unless at least fourteen days’ notice has b een gi ven i n writi ng, and any pro visio n in th e com pany’s memorandum or articles shall be construed as requiring fourteen days’ notice in writing in so far as it provides for the calling of a meeting of a company, other than an adjourned meeting, by a shorter notice:
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Provided that a meeting of the company shall notwithstanding that it is called by a shorter notice, be deemed to have been duly convened if it is so agreed by all the members entitled to attend and vote thereat.
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General provisions as to meetings and votes.
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Amended by:
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L.N. 425 of 2007.
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Art. 131
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131.The following provisions shall have effect in so far as the articles of a company do not contain other provisions in that behalf(a) notice of any general meeting of a company shall be given to every member of the company and shall be served in the manner in which notices are required to be served by the First Schedule; (b) two members personally present shall be a quorum; (c) any member elected by the members present at a meeting may be chairman thereof; (d) every member shall have one vote in respect of each share or each euro of stock held by him unless otherwise provided in the terms of issue of such shares or stock.
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Powers of court to order meeting.
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Art. 132
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132.(1) If for any reason it is impracticable to call a meeting of a company in any manner in which meetings of the company may be called, or to conduct the meetings of that company in the manner prescribed by the articles or this Act, the court may, either on its own motion or on the demand of either of the parties to the proceedings during the course of such proceedings or, in the absence of any proceedings, on the application of any director of the company or of any member of the company who would be C OM PA N I E S entitled to vote at the meeting, order a meeting of the company to be called, held and conducted in such manner as the court thinks fit, and where any such order is made, may give such ancillary or consequential directions as it thinks expedient, including a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting.
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(2)The provisions of sub-article (1) shall also apply to the calling of meetings of the board of directors of a company, if the court considers that the circumstances justify such course of action.
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Art. 133
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133.(1) Notwithstanding anything contained in the memorandum or articles of a company, any member entitled to attend and vote at a meeting of the company or at a meeting of any class of members of the company shall be entitled to appoint another person, whether a member or not, as his proxy to attend and vote instead of him, and a proxy so appointed shall have the same right as the member to speak at the meeting and to demand a poll.
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(2)Proxies.
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The appointment of a proxy shall be in writing.
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(3)In every notice calling a meeting of a company there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy and that a proxy need not also be a member. If default is made in complying with this sub-article, every officer of the company who is in default shall be liable to a penalty.
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(4)A provision in a company’s memorandum or articles shall be void in so far as it would have the effect of requiring an instrument appointing a proxy, or any other document necessary to show the validity of, or otherwise relating to, the appointment of a proxy, to be received by the company or any other person more than forty-eight hours before a meeting or adjourned meeting for that appointment to be effective.
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(5)A company shall not issue at its own expense to some only of the members entitled to be sent a notice of a meeting and to vote thereat by proxy, invitations to appoint as proxy a person or one of a number of persons specified in the invitations. If default is made in complying with this sub-article, every officer of the company who is in default shall be liable to a penalty:
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Provided that an officer shall not be liable to a penalty by reason only of the issue to a member at his request in writing of a form of appointment naming the proxy, or of a list of persons willing to act as proxy, if the form or list is available on request in writing to every member entitled to vote at the meeting by proxy.
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(6)The provisions of this article shall apply to meetings of any class of members of a company as they apply to general meetings of the company.
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Art. 134
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134.(1) Any provision contained in the memorandum or articles of a company shall be void in so far as it would have the effect either(a) of excluding the right to demand a poll at a general Right to demand a poll.
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C O M PA N I E S meeting on any question other than the election of the chairman of the meeting or the adjournment of the meeting; or (b) of making ineffective a demand for a poll on any such question which is made either (i) (ii) (iii) by not less than five members having the right to vote at the meeting; or by a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or by a member or members holding shares in the company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.
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(2)The instrument appointing a proxy to vote at a meeting of the company shall be deemed to confer authority to demand or join in demanding a poll; and for the purposes of sub-article (1) a demand by a person as proxy for a member shall be the same as a demand by the member.
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(3)On a poll taken at a meeting of a company or a meeting of any class of members of that company, a member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.
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Extraordinary and ordinary resolutions.
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Amended by:
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IV. 2003.61.
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Art. 135
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135.(1) A resolution shall be an extraordinary resolution where(a) it has been taken at a general meeting of which notice specifying the intention to propose the text of the resolution as an extraordinary resolution and the principal purpose thereof has been duly given; and (b) it has been passed by a member or members having the right to attend and vote at the meeting holding in the aggregate not less than seventy-five per cent in nominal value of the shares represented and entitled to vote at the meeting and at least fifty-one per cent, or such other higher percentage as the memorandum or articles may prescribe, in nominal value of all the shares entitled to vote at the meeting:
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Provided that, if one of the aforesaid majorities is obtained, but not both, another meeting shall be convened within thirty days in accordance with the provisions for the calling of meetings to take a fresh vote on the proposed resolution. At the second meeting the resolution may be passed by a member or members having the right to attend and vote at the meeting holding in the aggregate not less than seventy-five per cent in nominal value of the shares represented and entitled to vote at the meeting. However, if more than C OM PA N I E S half in nominal value of all the shares having the right to vote at the meeting is represented at that meeting, a simple majority in nominal value of such shares so represented shall suffice.
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(2)An ordinary resolution shall be passed by a member or members having the right to attend and vote holding in the aggregate shares entitling the holder or holders thereof to more than fifty per cent of the voting rights attached to shares represented and entitled to vote at the meeting, or such other higher percentage as the memorandum or articles may prescribe.
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(3)In the case of a private company a resolution shall be an extraordinary resolution where (a) the provisions of sub-article (1)(a) are complied with; and (b) it has been passed by a number of members having the right to attend and vote at any such meeting holding in the aggregate not less than fifty-one per cent in nominal value of the shares conferring that right or such other higher percentage as the memorandum or articles may prescribe.
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Chapter VIII - Management and Administration
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Art. 136
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136.A company shall, unless otherwise provided in its memorandum or articles, have the power to borrow money and to guarantee the obligations of any third party and, for such purpose, to hypothecate or charge its undertakings, property and uncalled capital or any part thereof including as security for its obligations or for those of any third party, and to issue debentures, debenture stock and other securities whether outright or as security for its liabilities or obligations or for those of any third party.
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Art. 136A
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136A. (1) A director of a company shall be bound to act honestly and in good faith in the best interests of the company.
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(2)The directors of a company shall promote the well-being of the company and shall be responsible for: (a) the general governance of the company and its proper administration and management; and (b) the general supervision of its affairs.
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(3)In particular, but without prejudice to any other duty