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Chapter 13

Fil-qosor

Din il-liġi, imsejħa l-Kodiċi Kummerċjali, temenda u tikkonsolida l-liġijiet relatati mal-Kummerċ. Hija tistabbilixxi r-regoli għan-negozjanti u l-atti kummerċjali, inklużi d-dmirijiet tagħhom u kif għandhom iżommu l-kotba tan-negozju.

X'tirregola

Lil min tikkonċerna

Punti ewlenin

Legal text

COMMERCIAL CODE CHAPTER 13 COMMERCIAL CODE To amend and consolidate the Laws relating to Trade. ORDINANCES XIII of 1857, XV, XVI, XVII, XVIII and XIX of 1858 and II of 1898, and ACTS: XIV and XXIX of 1933* - as amended by Ordinances: III of 1863, VII of 1868, V of 1904; Acts: XV of 1924, XXX of 1927, XII of 1929; Ordinances: XXX of 1931, XXXVII of 1939 and VII of 1941 - Consolidated. The Code was subsequently amended by Ordinances: XVIII of 1944, XIII of 1946, X and XXV of 1962; Legal Notices 4 of 1963 and 46 of 1965; Acts: XXXI of 1966, XI and XLVI of 1973 and LVIII of 1974; Legal Notice l48 of 1975; Acts: XXII of 1976, XLIX of 1981, IX and XVI of 1982, XIII of 1983, XXXVII of 1988, VIII and XXXIII of 1990, XXIV of 1995, XVI of 2000, XXXI of 2002, IX of 2003 and XXII of 2005; Legal Notices 233 of 2005, 181 of 2006 and 407 of 2007; Acts II and XIII of 2008, and XXIII of 2009; and Legal Notices 272 of 2012 and 13 of 2014 and Acts XXIII of 2022 and XXXIV of 2025. *(2nd October, 1857)* (21st December, 1859)† (26th April, 1898)‡ (12th May, 1939)§ (3rd August, 1933)** *See Proclamation No. XXI of the 2nd of October, 1857. †See Proclamation No. XII of the 2lst of December, 1859. ‡See Proclamation No. II of the 26th of April, 1898. §See Proclamation No. XXV of the 12th of May, 1939. **See Act No. V of 1927 omitted under the Statute Law Revision Ordinance, 1936, and Government Notice. No. 266 of the l8th of July, 1933 COMMERCIAL CODE ARRANGEMENT OF CODE Articles Short Title PART I Of Trade In General Title I. Title II. Sub-title I. Sub-title IA. Sub-title II. Sub-title III. Title III. Title IV. Sub-title I. Sub-title II. Sub-title III. Sub-title IV. Sub-title V. Sub-title VI. Title V. Title VI. Title VII. Sub-title I. Sub-title 1I. Title VIII. Preliminary Provisions Of Traders and Acts of Trade Of the Duties of Traders Of Trade Books Of Late Payments in Commercial Transactions Of Publication of Marriage Contracts Of Limits of Competition Of the Register of Traders Of Persons Auxiliary to Traders Of Agency in general Of Managers Of Commercial Travellers and Salespersons Of Commercial Agents Of Brokers Of Commission Merchants Of Commercial Obligations Of the Chamber of Commerce, Enterprise and Industry Of Bills of Exchange, Promissory Notes, and Drafts or Cheques on Bankers or Cashiers Of Bills of Exchange Of the Form of a Bill of Exchange Of the Duties of the Drawer Of Endorsement Of Acceptance Of Acceptance for Honour or by Intervention Of Joint and Several Liability Of Surety par aval Of Maturity and Payment Of Payment for Honour or by Intervention Of the Rights and Duties of the Holder Of Protest Of Re-exchange Of Promissory Notes, and Drafts or Cheques on Bankers or Cashiers Of the Contract of Account Current 2-3 4-12 13-37 13-26 26A-26E 27-31 32-37 38-48 49-109 49-56 57-66 67-69 70-78J 79-95 96-109 110-118 119-121 123-263 123-259 123-129 130-135 136-147 148-157 158-167 169-171 172-208 209-217 218-246 247-251 252-259 260-263 264-272 COMMERCIAL CODE Articles PART II Of Maritime Trade and of Navigation Title I. Sub-title I. Sub-title 11. Sub-title III. Sub-title IV. Sub-title V. Title III. Sub-title I. Sub-title II. Sub-title III. Title IV. Sub-title I. Sub-title II. Of the Contract of Affreightment General Provisions Of the Rights and Duties of the Person letting the Vessel and the Freighter Of the Dissolution of Contracts of Affreightment Of Bills of Lading Of Passengers Of Marine Insurance Of the Contract of Marine Insurance Of the Rights and Obligations of the Insurer and of the Assured Of Abandonment Of Average and of Jettison and Average Contribution Of Average Of Jettison and Average Contribution 273-337 273-281 282-311 312-320 321-327 328-337 361-440 361-385 386-412 413-440 441-468 441-451 452-468 PART III Of Bankruptcy Title I. Title II. Title III. Title IV. Title V. Title VI. Title VII. Of the Declaration of Bankruptcy Of the Rights and Duties of the Bankruptcy Trustee Of the Rights of Recovery Of the Proof of Debts against the Bankruptcy Estate Of Bankruptcy with Debt Agreement Of Bankruptcy without Debt Agreement Of Bankruptcy in General 477-487 488-504 505-509 510-516 517-527 528-537 538-540 PART IV Of Prescription And Inadmissibility Of Action In Certain Commercial Matters, Of The Jurisdiction Of The Civil Court, First Hall, And Of Commercial Fees Title I. Title II Title III. Of Prescription and Inadmissibility of Action in certain Commercial Matters Of the Jurisdiction of the Civil Court, First Hall Of Commercial Fees 541-546 547-549 550-551 COMMERCIAL CODE General Provision SCHEDULE Part I Part II Part III Part IV Secondary Activities of Commercial Agents. Commissions and Fees. Fees of Public Brokers. Fees of Surveyors. COMMERCIAL CODE 1. This Code may be cited as the Commercial Code. Short title. PART I O F TRADE IN G ENERAL P RELIMINARY P ROVISIONS Preliminary provisions added by Act XXX of 1927. 2. The commercial law relates to traders and to acts of trade done by any person, even though not a trader and, for the purposes of Part III alone: Persons and acts affected. Substitued by: XXIII.2022.3. (

  1. a)extends to the persons referred to in article 477; (
  2. b)shall not extend: (
  3. i)to public established by law; corporations or agencies (
  4. ii)where any applicable law creates a separate patrimony in the hands of a person or where a person is vested with ownership, has registered in his name, holds, exercises control or powers of disposition over property subject to fiduciary obligations; (iii) to entitlements; any accrued occupational pension (
  5. c)shall not extend insofar as these may be inconsistent with, or insofar as these may be construed as limiting or restricting, the application of the following laws or instruments, or any transposing legislation, as may be amended from time to time: (
  6. i)the Convention on International Interests in Mobile Equipment and its Protocol on Matters Specific to Aircraft Equipment that was opened for signature at Cape Town on 16 November 2001, as transposed or as enforceable in terms of Maltese law; (
  7. ii)Directive 98/26/EC of the European Parliament and of the Council of 19 May 1998 on settlement finality in payment and securities settlement systems, as transposed in terms of Maltese law; COMMERCIAL CODE (iii) Directive 2002/47/EC of the European Parliament and of the Council of 6 June 2002 on financial collateral arrangements, as transposed in terms of Maltese law; (
  8. iv)Regulation (EU) No. 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories; (
  9. v)the safeguarding requirements of funds for: (
  10. aa)payment institutions laid down under Directive (EU) 2015/2366 of the European Parliament and of the Council of 25 November 2015 on payment services in the internal market, amending Directives 2002/65/EC, 2009/110/EC and 2013/36/EU and Regulation (EU) No. 1093/ 2010, and repealing Directive 2007/64/EC, as transposed in terms of Maltese law; and (
  11. bb)electronic money institutions laid down under Directive 2009/110/EC of the European Parliament and of the Council of 16 September 2009 on the taking up, pursuit and prudential supervision of the business of electronic money institutions amending Directives 2005/60/EC and 2006/48/EC and repealing Directive 2000/46/EC, as transposed in terms of Maltese law; (
  12. vi)the Financial Collateral Arrangements Regulations and any financial collateral arrangement in terms thereof; S.L. 459.01. (vii) the Set-Off and Netting on Insolvency Act. Applicability of law. 3. In commercial matters, the commercial law shall apply: Provided that where no provision is made in such law, the usages of trade or, in the absence of such usages, the civil law shall apply. Title I Provisions of this Title substituted by Act XXX of 1927. O F T RADERS AND A CTS OF TRADE COMMERCIAL CODE 4. The term "trader" means any person who, by profession, exercises acts of trade in his own name, and includes any commercial partnership: Definition of “trader”. Amended by: XXIII.2022.4. Provided that, for the purposes of Part III, the term "trader" shall have the meaning assigned to it in article 477. 5. The following are acts of trade: Acts of trade. (
  13. a)any purchase of movable effects for the object of reselling or letting them, whether in their natural state or after being worked or manufactured; any sale or lease of movable effects, in their natural state or after being worked or manufactured, when the purchase thereof has been made with the object of re-selling or letting such effects; (
  14. b)any banking transaction; (
  15. c)any transaction relating to bills of exchange; (
  16. d)any time-bargain in securities; (
  17. e)any transaction relating to commercial partnerships or to shares in such partnerships; (
  18. f)any transaction relating to vessels and navigation; (
  19. g)any undertaking relating to supplies, manufacture, construction, carriage, insurance, deposits, public entertainment and advertising; (
  20. h)any purchase and any re-sale of immovable property, when made with the object of commercial speculation, and any building enterprise; (
  21. i)any transaction ancillary to or connected with any of the above acts. 6. Obligations arising from collision of vessels, assistance or salvage in case of wreck, stranding or abandonment, from jettison or average are likewise commercial matters. Other commercial matters. 7. Every act of a trader shall be deemed to be an act of trade, unless from the act itself it appears that it is extraneous to trade. Presumption as to nature of act done by trader. 8. Any person capable of contracting, may trade, unless the law precludes him from carrying on trade. Persons who may carry on trade. 9. A minor who has attained the age of sixteen years, may trade and shall be deemed to be a major with regard to obligations contracted by him for purposes of trade, if - Minors. Amended by: XLVI.1973.108; XXIV.1995.362. (
  22. a)he has previously been authorized to that effect by the parent to whose authority he is subject, by means of a public deed registered in the Civil Court, First Hall; or, where both parents are dead, interdicted or absent, he has been authorized by the judge of the Civil Court, First Hall; and (
  23. b)a summary of the deed of authorization or of the decree aforementioned has been published by means of a notice in the Exchange, in the Government Gazette COMMERCIAL CODE and in another newspaper. Powers of minors who are traders. 10. Minors who are traders authorized as aforesaid can by reason of their trade charge, hypothecate and even alienate their property, without any of the formalities prescribed by the civil law. Applicability of ss. 9 and 10 to minors non-traders. 11. The provisions of articles 9 and 10 shall apply to minors not being traders, with respect to acts declared to be acts of trade. Revocation of authority by parent. Amended by: XLVI.1973.108; XXIV.1995.362. 12.

(1)The authority granted to a minor by the parent vested with parental authority to carry on trade may, at any time, be revoked by the parent exercising such authority by means of a public deed duly served on the minor.
(2)The deed of revocation shall be registered in the Civil Court, First Hall, and published by means of a notice in the Exchange, in the Government Gazette and in another newspaper.
(3)Such revocation shall in no case injuriously affect the rights acquired by a third party, even in regard to transactions which are still in the course of negotiation. Title II O F THE D UTIES OF TRADERS Provisions of this Title substituted by Act XXX of 1927. Sub-title I O F TRADE BOOKS Obligatory trade books. Amended by: XIII.1946.2. -book. Journal. Cash-book. Waste 13. Every trader is bound to keep the following books: (
  1. a)a waste-book; (
  2. b)a journal; (
  3. c)a cash-book; (
  4. d)an inventory-book; (
  5. e)a ledger. 14. Every trader shall immediately enter in the waste-book every commercial transaction which he makes, showing all the conditions or terms to which it is subject. 15. The journal must show day by day all the transactions concluded by the trader, his debts and credits, his negotiations, acceptances and endorsements of bills, and, generally, all that he receives or pays for any cause whatsoever; and must show month by month the sums disbursed for household expenses. 16. The cash-book must show in detail, day by day, all the COMMERCIAL CODE sums received and those paid out by the trader, compared with the journal; it must be balanced at least once a month. 17.
(1)The trader shall make every year an inventory containing a description and valuation of his whole estate, assets and liabilities, whatever may be their nature and origin. Inventory-book.
(2)The annual inventory shall be closed with a balance and with a statement showing the profits and losses, and shall be copied out year by year in the aforesaid inventory-book.
  1. The ledger shall show an accurate and up-to-date record of all transactions classified as personal and impersonal accounts and so kept as to render possible the drawing up of a true and correct picture of the state of affairs of the business or trade at any given time. Ledger. Added by: XIII.1946.
  3. Besides the books mentioned in the foregoing articles of this sub-title, traders may keep other books and other papers wherefrom the extent and the progress of their business shall appear in a more detailed manner. Optional trade books.
  4. Every trader shall keep, by order of date, the original of all letters, invoices and telegrams received by him, and a copy, whether hand-written or type-written, or a press-copy, of all letters, invoices and telegrams forwarded by him. Duty of trader to keep letters, etc., received or forwarded by him. 21.
(1)All books which traders are required to keep, with the exception of the waste-book, shall be numbered and kept, by order of date, without blanks or marginal notes. Formalities to be observed in the keeping of trade books. Amended by: XXXVII.1939.2.
(2)Whenever it shall be necessary to make any cancellation, this shall be made in such a manner as to leave the cancelled words legible.
(3)The provisions of this article shall not apply to such books as were already in use before the first day of January nineteen hundred and twenty-eight. 22.
(1)Trade books, whether obligatory or optional, shall constitute evidence in terms of the Code of Organization and Civil Procedure. Proof by books.
(2)Nevertheless, it shall not be lawful to divide the contents of such books. 23.
(1)In the course of an action, the court may, at the instance of one of the parties or of its own motion, order the production of all correspondence touching the question at issue, and of the trade books in order to abstract therefrom such portion only as relates to the controversy.
(2)In such case, a qualified accountant chosen by agreement between the parties or, in default, nominated ex officio by the court, may be appointed in order to ascertain, without removing the books and in the presence of the person producing them, whether such books are in order, and to abstract therefrom such entries as relate to the controversy.
(3)The opposite party may in counter-evidence produce his Power of court to order production of correspondence, etc. COMMERCIAL CODE own books kept according to law. General examination of books.
  1. In cases of winding up or liquidation of a partnership, or of property in community or of successions, the court shall have power to allow the examination of all the books subject to such conditions and formalities as the court may in each case prescribe. Retailers.
  2. Retail traders are not bound to enter in their books the sales made for ready cash: it will be sufficient for them to enter each day the total amount of the sales made on such day. Period for preserving books, etc.
  3. Traders are bound to keep their trade books, letters, invoices and telegrams received by them, for a period of five years to be reckoned, in the case of trade books, from the date of the last entry made in each book. Added by: L.N.233 of
  4. Substituted by: L.N. 272 of 2012; L.N. 13 of
  5. Definitions for the purposes of this Sub-Title. Added by: L.N. 233 of
  6. Substituted by: L.N. 272 of 2012; L.N. 13 of
  7. Sub-title IA O F LATE PAYMENTS IN COMMERCIAL TRANSACTIONS 26A. For the purposes of this Sub-Title: "amount due" means the principal sum which should have been paid within the contractual period of payment, including, where applicable, taxes, duties, levies or charges specified in the invoice; "commercial transactions" means transactions between undertakings or between undertakings and public authorities, which lead to the delivery of goods or the provision of services for remuneration; "Commission Directive 2006/111/EC" means the Commission Directive of 16 November 2006 on the transparency of financial relations between Member States and public undertakings as well as on financial transparency within certain undertakings; "executive title" has the same meaning as is assigned to it in Title VII of Part I of the Code of Organization and Civil Procedure, and the provisions of that title shall apply thereto; "interest for late payment" means legal interest for late payment or interest at a rate agreed between the undertakings, subject to the provisions of article 26G; "invoice" means a bill sent by a provider of a product or service to the purchaser. The invoice establishes an obligation on the part of the purchaser to pay. For the purpose of this definition, "invoice" includes an equivalent request for payment; "late payment" means payment not made on the date agreed upon in the contract or according to law, and on the fulfilment of the COMMERCIAL CODE conditions laid down under article 26C
(1)and article 26D
(1); "legal interest for late payment" means simple interest for late payment at a rate which is equal to the sum of the reference rate and at least eight percent (8%); "public authority" means the Government of Malta, the Local Councils or bodies governed by public law, associations formed by one or several of such authorities or bodies governed by public law. For the purpose of this definition, "a body governed by public law" means a body which: (
  1. a)is established for the specific purpose of meeting needs in the general interest, not being of an industrial or commercial nature; (
  2. b)has legal personality; and (
  3. c)is financed for the most part by the State, or Local Councils or other public bodies, or is subject to management supervision by those bodies, or has an administrative, managerial or supervisory board more than half of whose members are appointed by the State, Local Councils, or other public bodies; "reference rate" means the interest rate applied by the European Central Bank to its most recent main refinancing operations, or the m a rg i n a l i n t e r e s t r a t e r e s u l t i n g f r o m v a r i a b l e - r a t e t e n d e r procedures for the most recent main refinancing operations of the European Central Bank; "undertaking" means any organization, other than a public authority, acting in the course of its independent economic or professional activity, even where that activity is carried out by a single person. 26B. The provisions of this Sub-Title shall, notwithstanding the p r o v i s i o n s o f a n y o t h e r l a w, a p p l y t o p a y m e n t s m a d e a s remuneration for commercial transactions carried out between private and public undertakings, between undertakings and public authorities, and between main contractors and their suppliers and subcontractors, as from 1st March, 2012: Scope of this Sub-title. Added by: L.N. 233 of 2005. Substituted by: L.N. 272 of 2012; L.N. 13 of 2014. Provided that this Sub-Title shall not regulate transactions between consumers, interest in connection with other payments such as payments under the laws on cheques and bills of exchange, or payments made as compensation for damages including payment from insurance companies. 26C.
(1)In the case of transactions between undertakings, the creditor shall be entitled to interest for late payment, without the need of a reminder, to the extent that it: (
  1. a)has fulfilled its contractual and legal obligations; and (
  2. b)has not received the amount due on time, unless the debtor is not responsible for the delay.
(2)The creditor may proceed with the claim of interest for late Interest in the case of late payment in transactions between undertakings. Added by: L.N. 233 of
  1. Substituted by: L.N. 272 of 2012; L.N. 13 of
  2. COMMERCIAL CODE payment against the debtor without reminding the debtor that the amount is due.
(3)On fulfilment of the conditions under sub-article
(1), the creditor shall be entitled to interest for late payment from the day following the date or the end of term for payment fixed in the contract: Provided that when the date or term for payment is not fixed in the contract, the creditor shall be entitled to interest for late payment upon the expiry of any of the following time limits: (
  1. a)thirty calendar days following the date of receipt by the debtor of the invoice; (
  2. b)thirty calendar days after the date of receipt of the goods or services, when the date of the receipt of the invoice is uncertain; (
  3. c)thirty calendar days after the date of the receipt of the goods or services, when the debtor receives the invoice earlier than the goods or services; (
  4. d)thirty calendar days after the date when according to law as agreed or in the contract the product has to be ascertained or verified, and the debtor receives the invoice earlier or on the date on which such acceptance or verification takes place: Provided further that the parties to a contract may expressly agree in the contract to extend the thirty calendar day period under paragraph (
  5. d)to a longer period, so long as the extension of time is not grossly unfair to the creditor.
(4)Irrespective of any other law, the period for payment fixed in a contract may not exceed sixty calendar days: Provided that the parties may expressly agree for a longer period, so long as the extension of time is not grossly unfair to the creditor.
(5)The applicable reference rate for: (
  1. a)the first semester of the year concerned shall be the rate in force on 1 January of that year; (
  2. b)the second semester of the year concerned shall be the rate in force on 1 July of that year. Interest in the case of late payment in transactions between undertakings and public authorities. Added by: L.N. 233 of 2005. Substituted by: L.N. 272 of 2012; L.N. 13 of 2014. 26D.
(1)In the case of transactions between undertakings as creditor and public authorities as debtor, the creditor shall be entitled, without the need of a reminder, to legal interest for late payment to the extent that it: (
  1. a)has fulfilled its contractual and legal obligations; and (
  2. b)has not received the amount due on time, unless the debtor is not responsible for the delay.
(2)The creditor may proceed with the claim for late payment against the debtor without reminding the debtor that the amount is due. COMMERCIAL CODE
(3)On fulfilment of the conditions under sub-article
(1), the creditor shall be entitled to interest for late payment upon the expiry of either of the following time limits: (
  1. a)thirty calendar days following the date of receipt by the debtor of the invoice; (
  2. b)thirty calendar days after the date of receipt of the goods or services, when the date of the receipt of the invoice is uncertain; (
  3. c)thirty calendar days after the date of the receipt of the goods or services, when the debtor receives the invoice earlier than the goods or services; (
  4. d)thirty calendar days after the date when according to law or in the contract the product has to be ascertained or verified as being in conformity with the contract, and the debtor receives the invoice earlier or on the date on which such acceptance or verification takes place: Provided that: (
  5. i)the duration of the procedure relating to acceptance or verification referred to in paragraph (
  6. d)shall not exceed thirty calendar days from the date of receipt of the goods or services unless the parties have expressly agreed otherwise in the contract and in all documents relating to the tender document, and provided that it is not grossly unfair to the creditor within the meaning of article 26G; (
  7. ii)unless expressly agreed to between the creditor and debtor in a contract, the period for payment fixed in the contract may not exceed the limits under paragraph (
  8. a)to (d), and when such agreement is reached, provided this is objectively justified in the light of the particular nature of the features of the contract, the period for payment fixed in the contract may not exceed sixty calendar days; (iii) the time period mentioned under paragraphs (
  9. a)to (
  10. d)shall be extended to a maximum of sixty calendar days for: 1. 2. any public authority which carries out economic activities of an industrial or commercial nature by offering goods or services on the market and which is subject as a public undertaking to the transparency requirements laid down in Commission Directive 2006/111/EC; public entities providing health care which are duly recognized for that purpose.
(4)An agreement between the creditor and debtor extending the date of receipt of the invoice is null and void.
(5)The applicable reference rate for: (
  1. a)the first semester of the year concerned shall be the COMMERCIAL CODE rate in force on 1 January of that year; (
  2. b)the second semester of the year concerned shall be the rate in force on 1 July of that year. Compensation for recovery costs. Added by: L.N. 233 of 2005. Amended by: L.N. 407 of 2007. Substituted by: L.N. 272 of 2012; L.N. 13 of 2014. 26E. In addition to the claim for late payment under this SubTitle, a creditor is entitled to recover from the debtor, without the need of a reminder: Payment schedules. Added by: L.N. 272 of 2012. Substituted by: L.N. 13 of 2014. 26F. Nothing in this Sub-Title shall prohibit parties from reaching an agreement on payment being effected periodically by means of instalments: Provision or practice which is unfair to the creditor. Added by: L.N. 272 of 2012. Substituted by: L.N. 13 of 2014. 26G.
(1)A provision in an agreement or a practice, which relates to the date or period of payment, the rate of interest for late payment or the compensation for recovery costs, may be unenforceable or may give rise to a claim for damages, if such provision or practice is grossly unfair to the creditor. (
  1. a)a minimum of forty euro (€40) as compensation for the creditor’s own recovery costs; and (
  2. b)such other reasonable sum in excess of the forty euro (€40) incurred by him due to the debtor’s late payment. Provided that where an instalment is not paid within the agreed date, the payment of interest and compensation shall be calculated solely on the basis of overdue amounts.
(2)In determining whether a provision or a practice is grossly u n f a i r t o t h e c r e d i t o r, t h e f o l l o w i n g s h a l l b e t a k e n i n t o consideration: (
  1. a)any gross deviation from good commercial practice is contrary to good faith or fair dealing; (
  2. b)the nature of the product or the service; and (
  3. c)whether the debtor has any objective reason to deviate from the legal rate of interest for late payment, from the payment periods referred to in articles 26C
(4)and 26D
(3), sub-paragraph (ii) of the proviso to article 26D
(3), sub-paragraph (iii) of the proviso to article 26D
(3), or from the fixed sum as referred to in article 26E(a).
(3)For the purpose of this article, a provision in a contract or a practice which excludes: (
  1. a)interest for late payment, shall be deemed as grossly unfair; (
  2. b)compensation for recovery costs, shall be presumed to be grossly unfair.
(4)An organization which represents enterprises or an organization with a legitimate interest in the representation of enterprises may seek redress before a court of civil jurisdiction against the use of contractual conditions or practices which are manifestly unjust according to sub-articles
(1),
(2)and
(3). COMMERCIAL CODE 26H. An agreement to a commercial transaction which provides for the retention of title between the vendor and the purchaser, shall entitle the vendor to retain title over the goods until the price has been paid in full by the purchaser. Retention of title. Added by: L.N. 272 of
  1. Substituted by: L.N. 13 of
  2. 26I. With reference to claims for late payment made according to the provisions of this Sub-title, where the amount of the debt or other features of the proceedings are not in dispute, an executive title may be obtained by the creditor according to the provisions of articles 166A to 170, inclusive, of the Code of Organization and Civil Procedure, without prejudice to the conditions established in the said articles. Executive title. Added by: L.N. 13 of
  3. 26J. The Ministry for Finance shall publish the rate of legal interest for late payment in commercial transactions, including publication by the use of electronic means. Publication. Added by: L.N. 13 of
  4. Sub-title II O F P UBLICATION OF M ARRIAGE CONTRACTS 27.
(1)Every notary receiving a marriage contract or any deed varying such contract between persons any one of whom is described in the deed as a trader, shall, within fifteen days from the date of such contract or deed, file with the Registrar of Courts of Malta or with the Registrar of Courts of Gozo, according to the residence of the party described as a trader, a note containing the following particulars: Publication of marriage contracts. Amended by: XXXVII.1939.3; XXIV.1995.362. (a) the date of the contract or deed and the name of the notary receiving such contract or deed; (b) the name of the party described as a trader; (c) the amount of the dowry and of the dower.
(2)The registrar shall cause a copy of the note aforesaid to be posted up at the Exchange and published in the Government Gazette. 28.
(1)The Registrar of Courts of Malta and the Registrar of Courts of Gozo and Comino shall keep an Index, in alphabetical order, of the notes filed with them respectively under the provisions of the last preceding article.
(2)The Index shall be open to inspection by the public. Index of notes to be kept by registrar. Added by: XXXVII.1939.
  1. Amended by: XXIV.1995.
  2. COMMERCIAL CODE Penalty. Amended by: XXXVII.1939.5; L.N. 46 of 1965; LVIII.1974.68; XIII.1983.5; VIII.1990.3; XXIV.1995.
  3. Amended by: L.N. 407 of
  5. Every notary who fails to comply with the provisions of article 27 shall be liable, on conviction, to a penalty not exceeding twenty-three euro and twenty-nine cents (23.29), at the suit of any interested party, or of the Attorney General, by summons before the Civil Court, First Hall, or before the Court of Magistrates (Gozo) in its superior commercial jurisdiction, as the case may be. Where spouse engages in trade after marriage. Amended by: XXXVII.1939.
  6. 30.
(1)Where any one of the spouses engages in trade after the marriage, or although already engaged in trade has not been so described in the marriage contract, the obligations mentioned in article 27 shall devolve upon such spouse.
(2)If such spouse fails to carry out the said obligations, such spouse shall be liable to the penalty prescribed in the last preceding article and may, moreover, in the event of bankruptcy, be adjudged a fraudulent bankrupt. Duty of registrar in case of demand for separation of property between spouses. Amended by: XXXVII.1939.7. 31.
(1)The registrar shall cause every demand for the separation of property between spouses any one of whom is described in the Index mentioned in article 28 as a trader, to be published in the Government Gazette.
(2)The registrar shall likewise cause the judgment on the said demand to be published in the Government Gazette, and shall enter a reference to such judgment in the said Index. Sub-title III O F LIMITS OF COMPETITION Unlawful use of names, marks or distinctive devices. Amended by: XVI.2000.
  2. Traders shall not make use of any name, mark or distinctive device capable of creating confusion with any other name, mark or distinctive device lawfully used by others, even t ho ugh su ch ot her n am e, m ark o r di sti nct ive de vic e b e n ot registered in terms of the Trademarks Act, nor may they make use of any firm name or fictitious name capable of misleading others as to the real importance of the firm. Permitted comparative advertising. Added by: II.2008.
  3. 32A.
(1)Traders advertising. shall not engage in any comparative
(2)Notwithstanding the preceding sub-article, comparative advertising shall, as far as the comparison is concerned, be permitted when the following conditions are met: (
  1. a)it is not misleading within the meaning of article 32B or within the meaning of articles 51C and 51D of the Consumer Affairs Act; (
  2. b)it compares goods or services meeting the same needs or intended for the same purpose; (
  3. c)it objectively compares one or more material, relevant, verifiable and representative features of those goods COMMERCIAL CODE and services, which may include price; (
  4. d)it does not discredit or denigrate the trade marks, trade names, other distinguishing marks, goods, services, activities, or circumstances of a competitor; (
  5. e)for products with designation of origin, it relates in each case to products with the same designation; (
  6. f)it does not take unfair advantage of the reputation of a trade mark, trade name or other distinguishing marks of a competitor or of the designation of origin of competing products; (
  7. g)it does not present goods or services as imitations or replicas of goods or services bearing a protected trade mark or trade name; (
  8. h)it does not create confusion among traders, between the advertiser and a competitor or between the advertiser’s trade marks, trade names, other distinguishing marks, goods or services and those of a competitor.
(3)Any comparison referring to a special offer shall indicate in a clear and unequivocal way the date on which the offer ends or, w h e r e a p p r o p r i a t e , t h a t t h e s p e c i a l o ff e r i s s u b j e c t t o t h e availability of the goods and services, and where the special offer has not yet begun the date of the period during which the special offer shall apply. "Special offer" in this sub-article refers to the price of the goods or services or any other specific condition under which the goods or services will be supplied.
(4)For the purposes of this article "comparative advertising" means any advertising which explicitly or by implication identifies a competitor or goods or services offered by a competitor. 32B.
(1)Traders shall not engage in any form of misleading advertising.
(2)An advertisement is misleading if in any way, including its presentation, it deceives or is likely to deceive the persons to whom it is addressed or whom it reaches, and if by reason of its deceptive nature, it is likely to affect their economic behaviour or is one which for those reasons, injures or is likely to injure a competitor of the person whose interests the advertisement seeks to promote.
(3)In determining whether an advertisement is misleading account shall be taken of all its features, and in particular of any information it may have about (
  1. a)the characteristics of goods or services, including their availability, nature, execution, composition, method and date of manufacture or provision, fitness for purpose, uses, quantity, specification, geographical or commercial origin or the results to be expected from their use, or the results and material features of tests or checks carried out on the goods or services; (
  2. b)the price or the manner in which the price is Misleading advertising. Added by: II.2008.58. COMMERCIAL CODE calculated, and the conditions on which the goods are supplied or the services provided; (
  3. c)the nature, attributes and rights of the advertiser, including his identity and assets, his qualifications and ownership of industrial, commercial or intellectual property rights or any awards and distinctions made to him. False indication of origin of goods. 33. Traders shall not make use of any false indication of origin of the goods: Provided that a designation which according to commercial usage is considered as a common designation, shall not be deemed to be a false indication. Spreading of news prejudicial to other traders. 34.
(1)Traders shall not, for the purpose of competition, spread news capable of prejudicing the business or trade carried on by other persons.
(2)Moreover, they shall not make use of honours, patents, medals, prizes or other distinctions to which they have no claim or which have been obtained for some other branch of business or trade. Subornation of other traders’ employees.
  1. Traders shall not suborn persons employed in the trade or business carried on by a competitor for the object of knowing or exploiting his customers. Certificates of honesty or competency contrary to facts.
  2. A trader shall not, in the exercise of his trade or business, issue certificates of honesty or competency contrary to the facts as known to him and capable of imposing upon the good faith of others. Interpretation. Added by: II.2008.
  3. 36A. For the purposes of this subtitle, "advertising" means any form of representation, including a catalogue, a circular and a price list, about a trade, business, craft or profession in order to promote the supply or transfer of goods or services, immovable property, rights or obligations and "advertisement" shall be construed accordingly. Penalties. Amended by: XIII.1983.5; VIII.1990.3; XXIV.1995.362; L.N. 407 of 2007; II.2008.
  4. 37.
(1)Any trader who contravenes any of the prohibitions contained in articles 32 to 36 inclusively, shall, at the choice of the injured trader, be liable either to an action for damages and interest or to a penalty. The injured trader may, further, demand that every thing done contrary to the said prohibitions be destroyed, or that any other remedy be applied capable, according to circumstances, of removing the act constituting the unlawful competition.
(2)Any action for damages and interest brought under this article shall be governed by the rules of the civil law.
(3)The penalty, however, shall be fixed by the Civil Court, First Hall, or by the Court of Magistrates (Gozo) in its superior commercial jurisdiction at the suit of the injured trader, and shall not be less than four hundred and sixty-five euro and eighty-seven cents (€465.87) nor more than four thousand, six hundred and fiftyeight euro and seventy-five cents (€4,658.75), having regard to the seriousness of the fact, to its continuance, to the malice of the COMMERCIAL CODE offending party and to all other particular circumstances of each case. Such penalty shall be paid to the injured trader in settlement of all his claims for damages and interest. Title III O F THE REGISTER OF T RADERS Provisions of this Title substituted by Act XXX of 1927. 38.
(1)Every trader and every commercial partnership may, if they so desire, be registered in a special book to be called "Register of Traders" which shall be kept under the authority of the Civil Court, First Hall. Register of traders. Amended by: VIII.1990.3; XXIV.1995.362.
(2)There shall be kept under the authority of the Court of Magistrates (Gozo) in its superior commercial jurisdiction another register for traders residing in Gozo and for commercial partnerships having their place of business there; such register, however, shall be deemed to form an integral part of that kept under the authority of the Civil Court, First Hall. 39.
(1)Every person is entitled to be registered in the register mentioned in the last preceding article, provided (
  1. a)he is actually engaged in trade or in any branch of trade; Qualifications for registration. Amended by: XIII.2008.2. (
  2. b)he is discharged, if he had previously been adjudged bankrupt; (
  3. c)he has not been convicted of any of the crimes affecting public trust or against property provided for in the Criminal Code; (
  4. d)he produces a certificate from the Council of the Chamber of Commerce, Enterprise and Industry as to the existence in his respect of the conditions mentioned in paragraphs (a), (
  5. b)and (c).
(2)Where a commercial partnership is to be registered, the conditions mentioned in paragraphs (b), (c) and (d) of sub-article
(1)of this article must exist in respect of every one of the partners with unlimited liability. 40. Any person desiring to be registered in the aforesaid register shall make an application before one of the courts mentioned in article 38, as the case may be, producing all the requisite documents, and, in the case of a commercial partnership, a copy of the statement published in the Government Gazette in terms of sub-article
(1)of article 192 of the Commercial Partnerships Ordinance*, showing the date of registration of the partnership and the date on which the relative certificate of *Repealed by Act XXV of 1995 (Chapter 386). Procedure for registration. Amended by: XVI.1982.2. COMMERCIAL CODE registration was issued. Grant or refusal of application for registration. Amended by: XXII.2005.79. 41.
(1)The judge or magistrate, as the case may be, shall grant or refuse the application by a decree in camera, ordering in the first case, the registrar to enter applicant’s name in the register and, in the second case, that the applicant be served with a copy of the decree.
(2)The decree refusing the application shall contain the reasons for such refusal and shall be subject to appeal, by sworn application, to the Court of Appeal within eight days from the day of the service above-mentioned. Powers of court.
  1. It shall be lawful for the court of first or second instance to examine the applicant on oath and to require him to produce all such evidence as it shall deem necessary for dealing with the application. Cancellation from register. Amended by: XIII.2008.
  2. 43.
(1)The name of a trader or of a commercial partnership, after having been duly entered in the register above-mentioned, shall be liable to cancellation if the trader dies or retires from business or if the partnership is dissolved, or if the one or the other is adjudged bankrupt, or if the trader or any of the partners with unlimited liability is convicted of any of the crimes mentioned in paragraph (c) of sub-article
(1)of article 39.
(2)The demand for the cancellation shall be made before the competent court, by means of an application, by any interested party or by the President of the Council of the Chamber of C o m m e r c e , E n t e r p r i s e a n d I n d u s t r y, a g a i n s t t h e p e r s o n o r partnership concerned or his or its lawful representative.
(3)The decree given on such application is also subject to appeal within the same time and in the same manner as prescribed in sub-article
(2)of article
  1. Contents of register of traders. Amended by: XXIV.1995.362; XXXI.2002.
  2. 44.
(1)Every entry in the register above-mentioned shall bear a progressive number, and shall set out the name and surname of the trader or of every partner with unlimited liability, as the case may be, the trade name, the firm or partnership name under which the trade is carried on, the place of residence and the trade or the particular branch of trade carried on.
(2)Every registration in Gozo shall, without delay, be communicated, by means of a legal copy, to the registrar in Malta who shall enter such registration in the register of traders, allotting to it a p r o g r e s s i v e n u m b e r. S u c h n u m b e r sh al l , w i t h o u t d e l a y, b e communicated to the registrar in Gozo who shall forthwith enter the same in the register kept under the authority of that court. Certificate of registration. 45. It shall be lawful for any trader or commercial partnership, at his or its own expense, to demand from the registrar a certificate of his or its registration. Register open to inspection. 46. The register of traders shall be open to inspection by every person, free of charge. COMMERCIAL CODE 47.
(1)Default of registration shall not operate so as to restrain any person from engaging in trade. Default of registration not to debar person from engaging in trade. Amended by: L.N. 46 of 1965; LVIII.1974.68; XIII.1983.5; XXIV.1995.360; XXII.2005.79; L.N. 407 of 2007.
(2)Nevertheless, whosoever, without being duly registered or after his name has been struck off the register of traders, shall, in his correspondence or in any other paper relating to his business, make use of any designation calculated to lead others to believe that he is duly registered, shall be liable to a penalty of not less than eleven euro and sixty-five cents (11.65) and not exceeding two hundred and thirty-two euro and ninety-four cents (232.94), at the suit of the Attorney General, by sworn application before the competent court of commercial jurisdiction. Penalty for unlawful use of term implying registration.
  1. In the register of traders there shall be a special part for public brokers and another for commercial agents. Parts of register for public brokers and commercial agents. Title IV O F PERSONS A UXILIARY TO TRADERS Sub-title I Provisions of this Title substituted by Act XXX of
  2. O F A GENCY IN GENERAL
  3. In the absence of any agreement, law or custom to the c o n t r a r y, m e r c a n t i l e a g e n c y i s g o v e r n e d b y t h e p r o vi s i o n s contained in Title XVIII of Part II of Book Second of the Civil Code so far as applicable, with the exception of article 1861: Law governing mercantile agency. Amended by: XLIX.1981.
  4. Provided that where a mercantile agency involves also the obligation on the part of the agent of performing particular services, then it shall also be governed by the provisions of the Employment and Industrial Relations Act, so far as applicable.
  5. All acts done by the agent on behalf of the principal, within the scope of his authority, produce directly their effect whether in favour of or against the principal. Effects of acts done by agent within scope of his authority.
  6. For the purpose of establishing the validity and the effects of the act done by the agent, regard shall be had to the capacity of the principal and to the intention of the agent: Rules regarding the validity and effects of acts done by agent. P ro v id e d t h a t w he r e a t t he t i me o f t h e co nc l u s i on o f t h e transaction the principal is in bad faith, he cannot set up the good faith of the agent.
  7. Where the law requires that an act be expressed in writing, the authority given to an agent to do such act must be conferred in writing.
  8. Saving any custom or agreement to the contrary, the power Form of agent’s authority. Agent’s powers. COMMERCIAL CODE to buy shall not be deemed to include the power to buy on credit, and the power to sell shall not be deemed to include the power to sell on credit. Duty of agent towards third parties. Cap .
  9. 54.
(1)The agent is bound to furnish to the third party every information as to the extent of the authority conferred on him by the principal and, if the third party so requires, the agent is bound to deliver to such third party a declaration duly signed by him to the effect that a given transaction is comprised within the said authority.
(2)Any false statement wilfully made by the agent in the said declaration shall be considered as a forgery of a commercial document within the meaning of article 183 of the Criminal Code, and shall be liable to the punishment therein prescribed, without prejudice to any action for damages and interest. How principal withdrawing agency, may free himself from liability towards third parties. Amended by: VIII.1990.3; XXIV.1995.
  2. Where the agency has been conferred in general terms, the principal who withdraws the agency, may relieve himself from all liability towards third parties for any further acts done by the agent, by giving notice of such withdrawal by means of a note filed in the Civil Court, First Hall, or in the Court of Magistrates (Gozo) in its superior commercial jurisdiction, as the case may be, and causing such note to be published in the Government Gazette and in another newspaper, and affixed in the Exchange. Transaction of business by agent with himself.
  3. It shall not be lawful for the agent to transact with himself a business of his principal, whether on his own behalf or on behalf of any other person, directly or through the medium of a third party, without the authority or ratification of the principal. Sub-title II O F MANAGERS Definition of manager. Who may be manager. Amended by: XLVI.1973.
  4. Manager’s authority may be express or implied.
  5. A manager is a person who is placed, personally and permanently, in charge of the business or of a branch of the business of the principal in one or more fixed places.
  6. Any person, whatever his or her age, may be a manager. 59.
(1)The authority to act as manager may be express or implied.
(2)In the first case, where the principal desires to limit the authority conferred on the manager in such a way as to raise a presumption that the limitations imposed are known to third parties, he must file in the one or the other of the courts mentioned in article 55 a note showing in detail all such limitations, and cause COMMERCIAL CODE such note to be affixed in the Exchange and published in the G o v e r n m en t G a z e t t e a n d i n an o t h e r n e w s p a p e r, p o s s i b l y a commercial newspaper.
(3)In the second case, the authority to act as manager shall in regard to third parties be deemed to be general and to comprise all matters pertaining and necessary to the exercise of the business or branch of business in respect of which it has been conferred, unless the principal proves that such third parties knew of the aforesaid limitations at the time the transaction was concluded.
  1. The principal shall be liable for the acts of the manager and for the obligations contracted by him within the limits of the business or branch of business which has been entrusted to him. Liability of principal.
  2. A loan (mutuum) made to the manager is not binding on the principal except when the object for which it has been made has been stated, and such object actually relates to the business or branch of business in charge of which the manager has been placed. Loan made to manager. 62.
(1)The manager shall always deal in the name of the principal, and when signing shall, besides his own name and surname, indicate the name and surname or the firm name of the principal, with the clause per procura or some equivalent clause. Duties of manager.
(2)In default of such indication, the manager shall be personally liable; but in such case, third parties may bring, also against the principal, any action arising from the acts of the manager pertaining and necessary to the exercise of the business with which he is charged. 63.
(1)The manager shall not, either on his own behalf or on behalf of others, without the express consent of the principal, carry on or have any interest in any business of the same nature as that in charge of which he has been placed. Manager may not transact business on his own or other party’s behalf.
(2)If the manager acts in contravention of this prohibition, the principal may, at his option, either take action for damages and interest or demand payment of any profits made by the manager in any transaction entered into in violation of his duty.
  1. The manager may sue or be sued in the name of the principal for any obligations arising out of the acts done by him in the exercise of the business or branch of business with which he is charged, even if the principal is present in Malta. Manager may sue or be sued.
  2. The manager is jointly and severally liable with the principal for the observance of the provisions contained in Title II of this Part of this Code in regard to all matters relating to the business or branch of business with which he is charged. Liability of manager. Amended by: XVI.1982.
  4. The determination of the manager’s authority shall be made public with the same formalities prescribed in sub-article
(2)of article 59, even where the grant of the authority had not been so made known. Determination of manager’s authority. Sub-title III Amended by: XXXIV.2025.13. Duties of commercial travellers. COMMERCIAL CODE O F COMMERCIAL TRAVELLERS AND SALESPERSONS 67.
(1)Commercial travellers shall produce to the customers with whom they deal in the name of the principal, the instrument creating their authority and defining its limitations.
(2)In the absence of an express authority, they cannot receive the price of goods, unless they personally deliver the same, nor can they grant time for payment or allow discount in respect of transactions concluded by them.
(3)They may receive complaints addressed to the principal, and may sue or be sued in the name of the principal in respect of obligations arising out of transactions concluded by them in the name of the principal himself. Duties of salespersons. Amended by: XXXIV.2025.14. 68.
(1)Salespersons entrusted with wholesale or retail sales, are empowered to receive within the warehouse or place of business, the price of goods sold by them, unless the receipt of payments is entrusted to some other person as cashier.
(2)They cannot receive such price outside the warehouse or place of business, unless they produce the power giving them authority so to do or deliver a receipt signed by the principal. Commercial travellers and salespersons may not exercise same trade as principal. Amended by: XIII.1983.5; VIII.1990.3; L.N. 407 of 2007; XXXIV.2025.15. 69.
(1)Commercial travellers and salespersons shall not, without express authority, exercise the same trade as the principal, either on their own behalf or on behalf of others, and shall not communicate information about customers to the detriment of the principal.
(2)Whosoever acts in contravention of this prohibition shall be liable for damages and interest; and shall moreover be liable to a penalty of not less than eleven euro and sixty-five cents (11.65) and not exceeding two hundred and thirty-two euro and ninety-four cents (232.94), on proceedings taken at the suit of the principal, before the Court of Magistrates. Sub-title IV O F COMMERCIAL A GENTS Application of this Part. Substituted by: IX.2003.3. 70.
(1)The relations between commercial agents and their principals and the activities of commercial agents in Malta are governed by the provisions of this sub-title.
(2)This sub-title shall not apply to: (
  1. a)commercial agents whose activities are unpaid; (
  2. b)commercial agents when they operate on commodity exchanges or in the commodity market; and (
  3. c)persons whose activities as commercial agents are secondary. COMMERCIAL CODE
(3)The provisions of Part I of the Schedule shall apply in order to determine the persons whose activities as commercial agents are to be deemed secondary for the purposes of sub-article
(2)(c). 70A. In this sub-title: "commercial agent" means a person not being a person in the employment of the principal, who has continuing authority to negotiate the sale or purchase of goods or services on behalf of another person (the principal), or to negotiate and conclude such transactions on behalf and in the name of that principal, but does not include: Definition of commercial agent, etc. Added by: IX.2003.3. Amended by: XIII.2008.2. (
  1. i)a person who in his capacity as an officer of a company or association is empowered to enter into commitments binding the company or association; (
  2. ii)a partner who is lawfully authorised to enter into commitments binding on his partners; (iii) a person acting as an insolvency practitioner in Malta or in an equivalent position in any other jurisdiction; "commission" means any part of the remuneration of a commercial agent which varies with the number or value of business transactions; "Minister" means the Minister responsible for commerce; "regulatory authority" means the Council of the Chamber of Commerce, Enterprise and Industry; "restraint of trade clause" means an agreement or a clause in an agreement restricting the business activities of a commercial agent following the termination of the agency contract. 71.
(1)Any person desiring to act as a commercial agent, whether alone or in partnership with any other person, shall notify the regulatory authority requesting registration, within thirty days of undertaking this activity.
(2)In order to be registered as a commercial agent with the regulatory authority an applicant shall apply in writing to the authority in such form as the regulatory authority shall prescribe, containing the full name and surname, age, private and business addresses of the applicant and such other particulars concerning his business or occupation as the regulatory authority shall require. In the case of a person applying to be registered as a commercial agent in partnership, a reference shall be made in the application to the statement published in the Gazette in terms of the Companies Act showing the date of registration of the partnership and the date on which the relative certificate of registration was issued.
(3)The regulatory authority shall not accept an application for registration to act as a commercial agent from any person who is in the employment of the Government of Malta or of any financial institution, or from any person holding a warrant to practise a profession in Malta and actually practising such profession, or Commercial agents. Amended by: XXXVII.1939.8; L.N. 46 of 1965; IX.1982.2. Substituted by: IX.2003.3; XXIII.2009.18. COMMERCIAL CODE from stockbrokers or from any person who, whether in Malta or abroad, has been found guilty of fraudulent bankruptcy.
(4)Notice of any registration under this article shall be published in the Gazette. In the month of January of each year, a complete list of registrations then in force shall likewise be published in the Gazette.
(5)Any registration carried out under this article may be withdrawn or suspended by the regulatory authority, if the person registered (
  1. a)is convicted of any crime against property; (
  2. b)is adjudged bankrupt; (
  3. c)accepts employment under the Government of Malta, or with any financial institution, or becomes the holder of a warrant to practise a profession and actually practises such profession or becomes a stockbroker; (
  4. d)is proved, to the satisfaction of the court, not to be a fit and proper person to act as a commercial agent.
(6)Such withdrawal or suspension shall be published in the Gazette. Power of the Minister to prescribe fee for registration. Amended by: XXXVII.1939.9.; L.N. 46 of 1965; LVIII.1974.
  1. Substituted by: IX.2003.3; XXIII.2009.
  3. The Minister after consulting the regulatory authority may, by regulation, prescribe the fee to be charged by the regulatory authority in respect of a registration to act as a commercial agent under the provisions of the last preceding article. Any such regulation may prescribe the payment of an annual fee in addition to the fee payable on the initial registration and may provide that in default of payment of any such annual fee, the registered person or partnership shall removed from the register. Penalties. Amended by: XXXVII.1939.10; VII.1941.
  4. Substituted by: IX.2003.
  5. Amended by: L.N. 407 of
  6. Substituted by: XXIII.2009.
  8. Without prejudice to the provisions of article 71
(1), any person who, without being registered, represents himself to be, or acts or undertakes to act as a commercial agent, shall be liable: No grant or renewal of registration pending settlement of fine. Added by: IX.2003.
  1. Substituted by: XXIII.2009.
  2. 73A. Where any court has imposed a fine under this sub-title, and such fine has not been paid, the regulatory authority shall not grant or renew the registration on the expiry thereof until such time as the payment of the fine is effected. Duties of commercial agent to his principal. Substituted by: IX.2003.
  3. 74.
(1)In performing his activities a commercial agent shall look after the interests of his principal and act dutifully and in good faith. (
  1. a)on a first conviction to a fine (multa) not exceeding two thousand and five hundred euro (€2,500); and (
  2. b)on a second or subsequent conviction, to imprisonment for a term not exceeding three months or to a fine (multa) not exceeding five thousand euro (€5,000).
(2)In particular, a commercial agent shall - COMMERCIAL CODE (
  1. a)make proper efforts to negotiate and, where appropriate, conclude the transactions he is instructed to take care of; (
  2. b)communicate to his principal all the necessary information available to him; (
  3. c)comply with reasonable instructions given by his principal. 75.
(1)In his relations with his commercial agent a principal shall act dutifully and in good faith.
(2)In particular, a principal shall - Duties of a principal to his commercial agent. Substituted by: IX.2003.3. (
  1. a)provide his commercial agent with the necessary documentation relating to the goods concerned; (
  2. b)obtain for his commercial agent the information necessary for the performance of the agency contract, and in particular notify his commercial agent within a reasonable period where he anticipates that the volume of commercial transactions will be significantly lower than that which the commercial agent could normally have expected.
(3)A principal shall, in addition, inform his commercial agent within a reasonable period of his acceptance or refusal of, and of any non-execution by him of, a commercial transaction which the commercial agent has procured for him. 76.
(1)The parties may not derogate from articles 74 and 75.
(2)The law applicable to the contract shall govern the consequence of breach of the rights and obligations under articles 74 and 75 above. 77.
(1)Without prejudice to the application of any enactment or rule of law concerning the level of remuneration of commercial agents, in the absence of any agreement as to remuneration between the parties, a commercial agent shall be entitled to the remuneration that commercial agents appointed for the goods forming the subject of his agency contract are customarily allowed in the place where he carries on his activities and, in the absence of such customary practice, a commercial agent shall be entitled to such reasonable remuneration taking into account all the aspects of the transaction to be agreed to between the parties or in default by the court. Prohibition on derogation from articles 74 and 75 and consequence of breach. Substituted by: IX.2003.3. Form and amount of remuneration in absence of agreement. Substituted by: IX.2003.3.
(2)Where the remuneration of a commission agent is not fixed in whole or in part as a commission the provisions of articles 77A to 77F shall not apply. 77A.
(1)A commercial agent shall be entitled to commission on commercial transactions concluded during the period covered by the agency contract (
  1. a)where the transaction has been concluded as a result of his direct or indirect intervention; or Entitlement to commission on transactions concluded during agency contract. Added by: IX.2003.3. COMMERCIAL CODE (
  2. b)where the transaction is concluded with a third party whom he has previously acquired as a customer for transactions of the same kind.
(2)A commercial agent shall also be entitled to commission on transactions concluded during the period covered by the agency contract where he has an exclusive right to a specific geographical area or to a specific group of customers and where the transaction has been entered into with a customer in that area or group. Entitlement to commission on transactions concluded after agency contract has terminated. Added by: IX.2003.3. 77B. Subject to article 77C, a commercial agent shall be entitled to commission on commercial transactions concluded after the agency contract has terminated if (
  1. a)the transaction is mainly attributable to his efforts during the period covered by the agency contract and if the transaction was entered into within a reasonable period after that contract terminated; or (
  2. b)in accordance with the conditions mentioned in article 77A above, the order of the third party reached the principal or the commercial agent before the agency contract terminated. Apportionment of commission between new and previous commercial agents. Added by: IX.2003.3. 77C.
(1)A commercial agent shall not be entitled to the commission referred to in article 77A if that commission is payable, by virtue of article 77B, to the previous commercial agent, u n l e s s i t is eq ui t a b l e b e c a u s e of t h e ci r c u m s ta n c e s f o r t he commission to be shared between the commercial agents.
(2)The principal shall be liable for any sum due under subarticle
(1)to the person entitled to it in accordance therewith, and any sum which the other commercial agent receives to which he is not entitled shall be refunded to the principal. When commission due and date for payment. Added by: IX.2003.3. 77D.
(1)Commission shall become due as soon as, and to the extent that, one of the following circumstances occurs: (
  1. a)the principal has executed the transaction; or (
  2. b)the principal should, according to his agreement with the third party, have executed the transaction; or (
  3. c)the third party has executed the transaction.
(2)Commission shall become due at the latest when the third party has executed his part of the transaction or should have done so if the principal had executed his part of the transaction, as he should have.
(3)The commission shall be paid not later than on the last day of the month following the quarter in which it became due, and, for the purposes of this sub-title, unless otherwise agreed between the parties, the first quarter period shall run from the date the agency contract takes effect, and subsequent periods shall run from that date in the third month thereafter.
(4)Any agreement to derogate from sub-articles
(2)and
(3)to the detriment of the commercial agent shall be void. COMMERCIAL CODE 77E.
(1)The right to commission can be extinguished only if and to the extent that it is established that the contract between the third party and the principal will not be executed for a reason not attributable to the fault of the principal. Extinction of right to commission. Added by: IX.2003.3.
(2)Any commission which the commercial agent has already received shall be refunded if the right to it is extinguished.
(3)Any agreement to derogate from the provisions of subarticle
(1)to the detriment of the commercial agent shall be void. 77F.
(1)The principal shall supply his commercial agent with a statement of the commission due, not later than the last day of the month following the quarter in which the commission has become due, and such statement shall set out the basis used in calculating the amount of the commission.
(2)A commercial agent shall be entitled to demand that he be provided with all the information (and in particular an extract from the books) which is available to his principal and which he requires in order to check the amount of the commission due to him. Periodic supply of information as to commission due and right of inspection of principal’s books. Added by: IX.2003.3.
(3)Any agreement to derogate from sub-articles
(1)and
(2)shall be void.
(4)Nothing in this article shall remove or restrict the effect of, derogate from the provisions of any enactment or rule of law which grants to an agent the right to inspect the books of a principal. 78.
(1)The commercial agent and principal shall each be entitled to receive from the other, on request, a signed written document setting out the terms of the agency contract including any terms subsequently agreed.
(2)Any purported waiver of the right referred to in paragraph
(1)above shall be void. Right to signed written statement of terms of agency contract. Substituted by: IX.2003.
  1. 78A. An agency contract for a fixed period which continues to be performed by both parties after that period has expired shall be deemed to be converted into an agency contract for an indefinite period. Conversion of agency contract after expiry of fixed period. Added by: IX.2003.
  2. 78B.
(1)Where an agency contract is concluded for an indefinite period either party may terminate it by notice. Minimum periods of notice for termination of agency contract. Added by: IX.2003.3.
(2)The period of notice shall be (
  1. a)one month for in first year of the contract; (
  2. b)two months after the commencement of the second year but before the commencement of the third year; (
  3. c)three months after the commencement of the third year; and the parties may not agree on any shorter periods of notice.
(3)The parties may agree on longer periods than those laid down in sub-article
(2), provided that the period of notice to be given by the principal may not be shorter than that to be given by the commercial agent. COMMERCIAL CODE
(4)Unless otherwise agreed by the parties, the end of the period of notice must coincide with the end of a calendar month.
(5)The provisions of this article shall also apply to an agency contract for a fixed period which in virtue of article 78A is converted into an agency contract for an indefinite period and for the purposes of calculating the period of notice the term of the fixed period contract shall be deemed to be part of the agency contract for an indefinite period. Savings with regard to immediate termination. Added by: IX.2003.
  1. 78C. This sub-title shall not affect the application of any enactment or rule of law which provides for the immediate termination of the agency contract (a) because of the failure of one party to carry out all or part of his obligations under that contract; or (b) where exceptional circumstances arise. Entitlement of commercial agent to indemnity or compensation on termination of agency contract. Added by: IX.2003.
  2. 78D.
(1)Subject to sub-article
(7)and to article 78E, the commercial agent shall be entitled to an indemnity if and to the extent that (
  1. a)he has brought the principal new customers or has significantly increased the volume of business with existing customers and the principal continues to derive substantial benefits from the business with such customers; and (
  2. b)the payment of this indemnity is equitable having regard to all the circumstances and, in particular, the commission lost by the commercial agent on the business transacted with such customers.
(2)The amount of the indemnity shall not exceed a figure equivalent to indemnity for one year calculated from the c o m m e r c i a l a g e n t ’s a v e r a g e a n n u a l r e m u n e r a t i o n o v e r t h e preceding five years and if the contract goes back less than five years the indemnity shall be calculated on the average for the period in question.
(3)The grant of an indemnity as mentioned above shall not prevent the commercial agent from seeking damages.
(4)Subject to sub-article
(7)and to article 78E, the commercial agent shall be entitled to compensation for damage he suffers as a result of the termination of his relations with his principal.
(5)For the purpose of this sub-title such damage shall be deemed to occur particularly when the termination takes place in either or both of the following circumstances, namely circumstances which (
  1. a)deprive the commercial agent of the commission which proper performance of the agency contract would have procured for him whilst providing his principal with substantial benefits linked to the activities of the commercial agent; or (
  2. b)have not enable the commercial agent to amortize the costs and expenses that he had incurred on the advice COMMERCIAL CODE of his principal in the performance of the agency contract.
(6)Entitlement to the indemnity or compensation for damage as provided for under sub-articles
(1)to
(5)shall also arise where the agency contract is terminated as a result of the death of the commercial agent.
(7)The commercial agent shall lose his entitlement to the indemnity or compensation for damage in accordance with the prov isio ns of t he fo re goi ng su b-art icl es i f wi th in o ne year following termination of his agency contract he does not make a claim to his principal therefor. 78E. The indemnity or compensation referred to in article 78D shall not be payable to the commercial agent where (
  1. a)the principal has terminated the agency contract because of default attributable to the commercial agent which would justify immediate termination of the agency contract in accordance with article 78C; or Grounds for excluding payment of indemnity or compensation under article 78D. Added by: IX.2003.3. (
  2. b)the commercial agent has himself terminated the agency contract, unless such termination is justified (
  3. i)by circumstances attributable to fault of the principal, or (
  4. ii)on grounds of the age, infirmity or illness of the commercial agent in consequence of which he cannot reasonably be required to continue his activities; or (
  5. c)the commercial agent, with the agreement of his principal, assigns his rights and duties under the agency contract to another person. 78F. The parties may before the expiration of the agency contract, not derogate from articles 78D and 78E to the detriment of the commercial agent. Prohibition on derogation from articles 78D and 78E. Added by: IX.2003.3. 78G.
(1)A restraint of trade clause shall be valid only if and to the extent that - Restraint of trade clauses. Added by: IX.2003.3. (
  1. a)it is concluded in writing; and (
  2. b)it relates to the geographical area or the group of customers and the geographical area entrusted to the commercial agent and to the kind of goods covered by his agency under the contract.
(2)A restraint of trade clause shall be valid for not more than two years after termination of the agency contract.
(3)Nothing in this article shall affect any enactment or rule of law which imposes other restrictions on the validity or enforceability of restraint of trade clauses or which enables a court to reduce the obligations on the parties resulting from such clauses. COMMERCIAL CODE Disclosure of information. Added by: IX.2003.3. 78H. Nothing in this sub-title shall require information to be given where such disclosure would be contrary to public policy. Service of notice, etc. Added by: IX.2003.3. 78I.
(1)Any notice, statement or other document to be given or supplied to a commercial agent or to be given or supplied to the principal under this sub-title may be so given or supplied: (
  1. a)by delivering it to him; (
  2. b)by leaving it at his proper address addressed to him by name; (
  3. c)by sending it by post to him addressed either to his registered address or to the address of his registered or principal office; or by any other means provided for in the agency contract.
(2)Any such notice, statement or document may (
  1. a)in the case of a body corporate, be given or served on the secretary or clerk of that body; (
  2. b)in the case of a partnership, be given to or served on any partner or on any person having the control or management of the partnership business. Contracts entered into before coming into force of this subtitle. Added by: IX.2003.3. 78J. The provisions of this subtitle shall also apply to agency contracts concluded before the date of coming into force of this sub-title: Provided that noting therein shall effect any right or liability accrued before such date. Sub-title V O F BROKERS Requirements for becoming a public broker. Amended by: XXIV.1995.362; XIII.2008.2, 3. Substituted by: XXIII.2009.19. 79.
(1)Any person desiring to act as a public broker shall notify the Council of the Chamber of Commerce, Enterprise and Industry, as the authority regulating this activity, requesting registration, within thirty days of starting such an activity.
(2)In order to be registered as a public broker with the regulatory authority, an applicant shall inform the authority in writing in such form as the regulatory authority shall prescribe, containing the full name and surname, age, private and business addresses of the applicant and such other particulars concerning his business or occupation as the regulatory authority shall require.
(3)Brokers complying with all the aforesaid formalities shall be registered in a register administered by the regulatory authority. Notice of any registration under this article shall be published in the Gazette. In the month of January of each year, a complete list of registrations then in force shall likewise be published in the Gazette. COMMERCIAL CODE
  1. If a public broker is convicted of any of the crimes provided for in Sub-titles I, II and III of Title IX of Part II of Book First of the Criminal Code, he shall, ipso facto, forfeit his office, and his name shall be struck off the register. Forfeiture of office of broker. Substituted by: XXIII.2009.
  3. Whosoever, without complying with the formalities prescribed in article 79 or after forfeiting his office of public broker, performs an act of brokerage, shall, on conviction by the Court of Magistrates, be liable to the punishments established for contraventions. Punishment for unlawful exercise of office of broker. Amended by: VIII.1990.
  4. 82.
(1)Public brokers shall keep a memorandum or daybook and a book of brokerages. Books to be kept by brokers.
(2)The provisions of article 21 shall apply to such books.
  1. Every public broker, on the conclusion of every transaction, shall forthwith note it down in his memorandum or day-book, and shall, day by day, enter every transaction in his book of brokerages. He shall state in both such books, the date, the name of the contracting parties, the nature of the transaction and, generally, every stipulation and condition agreed upon by the parties, and, in the case of merchandise, he shall particularly state the quality, the quantity, the price and the marks, if any, and the mode of payment. Duties of brokers.
  2. The public broker shall, if so required by any of the contracting parties, deliver a true copy signed by him, of the entry made in the book of brokerages. Delivery of copies of entries.
  3. Public brokers shall, if so ordered by the court, produce their books for the purpose of collating any copies delivered by them to the parties, and shall give to the court, if necessary on oath, all such explanations as may be required. Production of books. 86.
(1)Every public broker shall have the custody of his books and shall keep them in good order. Custody of books. Amended by: XXIV.1995.362.
(2)In the event of the death or interdiction of a public broker, his books shall be deposited in the Civil Court, First Hall, by his heirs or by any other person in whose possession they may be or by himself, as the case may be, within fifteen days from the death or interdiction.
(3)In default of such deposit, the registrar may take action for the deposit of the books and may, where necessary, demand for such purpose the issue of any requisite warrant against any person whom he shall have reasonable grounds to believe to be in possession of such books.
  1. The provisions contained in articles 79, 80 and 81 shall not apply to brokers employed in the selling or letting of immovables, and the provisions contained in articles 79 to 86 shall not apply to brokers employed in the selling of agricultural produce. Exceptions. Amended by: XXXVII.1939.
  3. No public broker shall transact any commercial business for his own account, or have any interest therein, either directly or indirectly, in his own name or through the medium of a third party, whether alone or in partnership with others; nor shall any public Broker cannot transact business for his own account, etc. COMMERCIAL CODE broker lend his name for any transaction whatsoever to any person not authorized to exercise the office of a public broker: Provided that two or more public brokers may form a partnership between them for the purpose of brokerage only. Broker is not agent of parties.
  4. A public broker is not the agent of the parties in concluding any transaction; and if in concluding any transaction he acts as agent of one of the parties, he shall not be entitled to the commission as broker. Non-disclosure of name of party by broker. 90.
(1)A public broker who does not disclose to one contracting party the name of the other contracting party shall be personally liable for the performance of the contract, and shall be subrogated to the rights of the contracting party who has been paid by him, as against the undisclosed contracting party.
(2)If the public broker discloses the name even after concluding the business, the one party may directly sue the other p a r t y, s a v i n g t h e p u b l i c b r o k e r ’s l i a b i l i t y i n c a s e o f n o n performance. Penalty for contraventions committed by public brokers. Amended by: L.N. 46 of 1965; LVIII.1974.68; XIII.1983.5; VIII.1990.3; XXIV.1995.362; L.N. 407 of 2007. Substituted by: XXIII.2009.20. 91.
(1)A public broker who acts in contravention of any of the obligations mentioned in the foregoing articles shall, at the instance of any interested party or of the Attorney General, be liable to a penalty of not less than fifty euro (€50) and not exceeding five hundred euro (€500) on proceedings taken before the Civil Court, First Hall, or the Court of Magistrates (Gozo) in its superior commercial jurisdiction, as the case may be, saving any other action arising from this Code or any other law. Payment of broker’s fees.
  1. Saving any agreement to the contrary, the fee for brokerage is payable by the contracting parties in equal shares. Rights of broker.
  2. A public broker shall in respect of the bargain which he has negotiated be entitled to the brokerage fee, even though the transaction be concluded between the parties without him, but without the services of another public broker. Apportionment of brokerage fee.
  3. Where a public broker has commenced a transaction which i s af t e r w a r d s c o nc lu d e d by an ot h e r ac c o rd i n g t o t h e te r m s negotiated by the former, the brokerage fee shall be equally divided between the two brokers; but if the transaction is concluded otherwise than according to the terms negotiated by the former broker, the whole brokerage fee is payable to the second broker. Non-applicability of ss.79-94 to brokers authorised under previous law.
  4. The provisions of articles 79 to 94 shall not apply to brokers duly authorized to act as such before the first day of January nineteen hundred and twenty-eight.
(2)The court may, moreover, order the interdiction of the public broker for a period not exceeding two years, in which case the provisions of article 81 shall, during the time of interdiction, be applicable. Sub-title VI COMMERCIAL CODE O F COMMISSION M ERCHANTS
  1. A commission merchant is a person who transacts business in his own name or under a firm name, for or on behalf of a principal. Definition of commission merchant.
  2. A commission merchant is not bound to disclose the name of the principal for whom he acts. He is directly liable to the person with whom he deals, as if the transaction were his own. Commission merchant not bound to disclose principal’s name.
  3. The principal has no action against the person with whom the commission merchant has contracted nor can such person maintain an action against the principal. Action by third party against principal or viceversa.
  4. The commission merchant may deviate from the instructions received from the principal if he is of opinion that the latter would have given his approval had he known of the altered conditions, and there has not been sufficient time to ask for and obtain his previous assent. Powers of commission merchant.
  5. Where instructions are given for the buying or selling of stocks, bills of exchange and other current securities or of goods having an exchange or market value, the commission merchant, unless the principal otherwise directs, may himself furnish at the current price, as seller, the things he has to buy, or hold for himself at the current price, as buyer, the things he has to sell on account of the principal, saving his right to commission. Right of commission merchant in buying or selling stocks, etc.
  6. In the absence of agreement or usage to the contrary, a commission merchant shall not be answerable for the performance of the obligations assumed by the person with whom he has contracted; and if he assumes such liability he is entitled to a special commission, called a del credere commission which, in default of agreement, is fixed by the custom of the place where the authority is executed. Liability of commission merchant.
  7. Every authority is deemed to include an order to conform to the usages prevailing in trade. Prevailing usages.
  8. It shall be in the power of the commission merchant to accept or decline the agency entrusted to him by the principal: Acceptance of agency. Provided that if he does not accept it, he shall, without any delay, give notice of his refusal to the principal.
  9. A commission merchant may relinquish the agency already accepted by him where a just cause arises inducing him to believe that the principal has not sufficient funds to meet his obligations, in which case he shall, without any delay, give him notice of his renunciation. Relinquishment of agency.
  10. A commission merchant who has made advances on goods forwarded to him for sale on account of the principal has a lien or privilege for the reimbursement of such advances and for interest and expenses on the value of the goods if these are already at his disposal in any warehouse or place of deposit, or if, before their arrival, he is in a position to prove that the goods have been forwarded to him. Lien or privilege in favour of commission merchant. COMMERCIAL CODE Lien or privilege on goods bought on behalf of others.
  11. A commission merchant who has bought goods on behalf of others has on such goods a like lien or privilege as mentioned in the last preceding article for the reimbursement of the price paid or to be paid by him, both if the goods are at his disposal in any warehouse or place of deposit, as well as if, before the goods come into the possession of the principal, he proves that he has forwarded the same to the principal. Lien or privilege on unaltered goods.
  12. The lien or privilege mentioned in the last preceding article shall likewise attach, where the goods, although already in the possession of the principal, have not undergone a substantial alteration and can still be identified. Priority of claim of commission merchant.
  13. A commission merchant to whom goods have been forwarded or who has bought goods on behalf of a principal has, even if such goods have been sold and delivered, a preferential claim for reimbursement on the proceeds as against the creditors of the principal, in respect of all advances made by him, and of interest and expenses. Lien on proceeds of goods.
  14. The lien or privilege mentioned in articles 105 and 108 may be enforced on the price of the goods if such price has not been already paid or passed to account current as between the principal and the buyer. Title V O F COMMERCIAL O BLIGATIONS When contract by correspondence is perfected.
  15. A contract stipulated by means of correspondence, whether by letter or telegram, between parties at a distance, is not complete if the acceptance has not become known to the party making the offer within the time fixed by him or within such time as is ordinarily required for the exchange of the offer and the acceptance, according to the nature of the contract and the usages of trade generally. Revocation of contract. 111.
(1)Until the contract is complete, both the offer and the acceptance may be revoked. If, however, the person making the offer declares that he will keep it open till a certain time, or if a time is implied by the nature of the contract, the revocation thereof before the lapse of such time will not prevent the completion of the contract.
(2)If the offer empowers, even impliedly, the other party to carry out the contract without previously communicating his acceptance, the contract is complete as soon as its execution has commenced within the customary or prescribed time. Delayed acceptance, etc. 112. A delayed acceptance or an acceptance subject to conditions, additions, restrictions or alterations shall be deemed to be and shall count as a refusal of the original offer and as a new offer. COMMERCIAL CODE 113.
(1)An offer made to the public by means of catalogues or other advertisements is not binding unless it has been expressly declared to be so; it only amounts to an invitation to offer. Offer by means of advertisements.
(2)The exhibition of goods constitutes an offer binding the person exhibiting them if it is accompanied by an indication of the price and all other conditions of the sale. 114. Where the parties have agreed that the verbal agreement should be reduced to writing it is presumed that they desire to subject the validity thereof to the observance of such formality. Where parties agree to reduce verbal agreement to writing. 115.
(1)In commercial obligations, co-debtors are, saving any stipulation to the contrary, presumed to be jointly and severally liable. Co-debtors jointly and severally liable.
(2)The same presumption shall extend to a surety, even if not a trader, who guarantees a commercial obligation.
  1. Where the money expressed in a contract is not legal tender in Malta and the exchange thereof is not stated, payment may be made in the money of the country according to the rate of exchange at sight at the due date and at the place fixed for the performance of the obligation, and, if there is not at such place a course of exchange, according to the rate of exchange in the nearest market, unless the clause "in cash" or an equivalent clause is contained in the contract. Payment.
  2. In commercial contracts, the implied resolutive condition referred to in article 1068 of the Civil Code produces the dissolution of the contract ipso jure, and it shall not be lawful for the court to grant to the defendant a time for clearing the delay: Implied resolutive condition. Amended by: XXII.1976.
  3. Provided that this article shall not apply to contracts of letting of immovable property or to contracts of emphyteusis or to contracts the dissolution whereof, in the event of failure by one of the parties to fulfil his engagements, is specially regulated by law.
  4. The right competent to a debtor under article 1483 of the Civil Code, in the case of assignment of a litigious right, cannot be exercised where the litigious right so assigned arises from a commercial transaction. Litigious rights arising from commercial transactions. Title VI O F THE CHAMBER OF C OMMERCE, ENTERPRISE AND INDUSTRY Provisions of this Title substituted by Act XXX of
  5. Amended by: XIII.2008.
  6. 119.
(1)The Chamber of Commerce, Enterprise and Industry is a body composed of traders, brokers, master-mariners and all other persons engaged in trade, commerce or industry. Chamber of Commerce, Enterprise and Industry. Amended by: XIII.2008.4.
(2)It is recognized by the Government. Council of the Chamber of Commerce, Enterprise and Industry. Amended by: XVIII.1944.2; XIII.2008.2, 5. COMMERCIAL CODE 120.
(1)The said Chamber shall each year appoint, in terms of the statute approved by the said Chamber, a committee composed of members of the Chamber of Commerce, Enterprise and Industry f o r r e g u l a t i n g i t s a ff a i r s . T h e p e r s o n s c o m p o s i n g t h e s a i d committee shall constitute the Council of the Chamber of Commerce, Enterprise and Industry and their names shall be published in the Government Gazette.
(2)The said Council shall represent mercantile and industrial community of Malta. Seat of Chamber of Commerce, Enterprise and Industry. Amended by: XXXIII.1990.38; XIII.2008.
  1. Transactions carried out in Exchange. the commercial,
  2. The Chamber of Commerce, Enterprise and Industry has its seat in Valletta in the building of the Chamber of Commerce, Enterprise and Industry.
  3. Repealed by: XXXIII.1990.
  4. Title VII O F BILLS OF EXCHANGE, PROMISSORY N OTES, AND D RAFTS OR CHEQUES ON BANKERS OR CASHIERS Sub-title I OF BILLS OF EXCHANGE O F THE F ORM OF A BILL OF EXCHANGE Form of bill of exchange.
  5. A bill of exchange must be dated, and must specify the place where it is drawn, the sum to be paid, the name of the person who is to pay, and the name of the person to whom or to whose order payment is to be made, the time and place of payment, and the value given, whether in cash, in goods, in account, or in any other manner; and must be signed by the drawer. Drawer and drawee may be the same person.
  6. A bill of exchange can be drawn by a person upon himself, and can be made payable at the same place where it is drawn. Nullity of bill of exchange.
  7. A bill of exchange signed by means of a cross or any other mark is null. Discrepancy between words and figures. 126.
(1)Where in a bill of exchange the sum payable is expressed in words and also in figures, and there is a discrepancy between the two, the sum denoted by the words is the amount payable.
(2)Where the amount is repeatedly expressed in figures or in words, and there is a discrepancy, the smaller amount is the amount payable. May be drawn to order or drawer or third party. 127. A bill of exchange may be drawn to the order of a third party, or to the order of the drawer himself. COMMERCIAL CODE 128.
(1)A bill of exchange may be drawn on a person, and made payable at the place of residence of a third party.
(2)It may be drawn by order and for account of a third party. 129.
(1)A bill of exchange may be drawn in a set, each part of the set containing a reference thereto by the words first, second, third, etc., in which case each part is equivalent to the whole of the parts, and the whole of the parts constitutes one bill. May be drawn on a person and made payable at residence of third party. Bill in a set.
(2)In the absence of such reference, each part shall be deemed to be a separate bill. O F THE D UTIES OF THE D RAWER 130. The drawer must deliver to the payee, if the latter so requires, before the bill becomes due, more than one part of the bill. Several parts may be required. 131.
(1)The drawer, or, where a bill is drawn for account of another party, the party for whose account the bill has been drawn, engages that at the time when the bill becomes due there shall be on his account in the hands of the drawee a supply of funds sufficient for the payment of the bill, even if such bill is payable at the place of residence of a third party. Supply of funds to meet bill.
(2)Nevertheless, the drawer for account of another person remains personally liable towards the payee, the endorsers, and the holder of the bill. 132. The drawee shall be deemed to have been put in funds if, at the time the bill becomes due, he owes a debt to the drawer, or to the party for whose account the bill was drawn, in an amount not less than that specified in the bill. When drawee is deemed to have been put in funds. 133.
(1)An acceptance implies the supply of funds, and constitutes a proof thereof as regards the holders and the endorsers. Acceptance implies supply of funds.
(2)The drawer alone, whether the bill be accepted or not, is bound to prove, in case of dispute, that the persons on whom the bill was drawn were provided with the necessary funds for the payment of the bill at maturity; otherwise he is bound to warrant the bill, even though the protest is made after the lapse of the prescribed times. 134.
(1)The holder of a bill which has been protested shall, in no case, be entitled to the funds supplied by the drawer or by the person for whose account the bill was drawn.
(2)If the bill has not been accepted, the funds supplied shall, in case of bankruptcy of the party supplying them, revert to his estate.
(3)If the bill has been accepted, the funds supplied shall remain with the acceptor, subject to his obligation of paying the holder of the bill. Protested bills. When drawer prohibits transfer of bill. COMMERCIAL CODE
  1. When the drawer has prohibited the transfer of a bill by an express declaration on the bill itself, and this notwithstanding a transfer is made, the endorsee acquires no rights other than those of the payee. OF E NDORSEMENT Transfer by endorsement.
  2. The holder of a bill can transfer the property in it by endorsement. To whom a bill may be endorsed.
  3. A bill of exchange may be endorsed to the drawee, to the acceptor, to a prior endorser, or even back to the drawer, and may be further endorsed by each and all of them. Where endorsement is made.
  4. The endorsement is made on the back of the bill, or on a slip of paper called an allonge which, when necessary, is attached to the bill itself. Endorsement may be special or in blank.
  5. An endorsement may be made by specifying the name of the person to whom, or to whose order the bill is to be payable, the date of the endorsement, and other particulars; it may also be made in blank by the mere signature of the endorser. Liability of endorser. 140.
(1)The endorser is liable to every succeeding holder for the acceptance and payment of the bill. Qualified endorsement.
(2)Nevertheless, where the endorsement is qualified by the words "without recourse" or by some other form of words implying a l ik e qu a l i f ic a t i o n , t h e en d o r s e r w ho h a s s o q ua l i f ie d t he endorsement is exempted from all liability on his endorsement. Endorser prohibiting transfer not liable to succeeding endorsees.
  1. Where an endorser has in his endorsement expressly prohibited any further transfer of the bill, the parties to whom such bill is subsequently endorsed have no right of recourse against such endorser. Effect of restrictive endorsement.
  2. Where the endorsement is made with the order "for collection" or any other expression implying an order by the endorser, such endorsement does not pass the property in the bill, but merely transmits to the endorsee the order therein contained, and in such case the endorsee can only transmit to other parties the same order by a similar endorsement. Where endorsement is made after lapse of time for protest for non-payment or non-acceptance. 143.
(1)Where the endorsement is made after the expiration of the time within which the protest for non-payment is to be made, the endorsee acquires, as against the drawee, all the rights arising from the acceptance already made, and the rights of recourse against such parties as shall have endorsed the bill after the lapse of the said time.
(2)The provisions of this article shall also apply where the endorsement is made after the expiration of the time within which the protest for non-acceptance is to be made. COMMERCIAL CODE
  1. Where the endorsement is made after the bill has been protested for non-payment, such endorsement shall not vest in the endorsee any rights other than those competent to his endorser against the drawee, if the drawee has accepted the bill, and against such endorsers as may be still liable on the bill. Rights of endorsee where endorsement is made after protest for nonpayment.
  2. In the cases referred to in the last two preceding articles, the endorsee maintains unimpaired his rights against the drawer, and against the person for whose account the bill was drawn. Rights of endorsee against drawer.
  3. Where the endorser has in his endorsement specified the time for the presentment of the bill to the drawee, the liability created by the endorsement ceases, if the bill is not presented for acceptance within the time so specified. Where endorser specifies time for presentment of bill.
  4. The mere possession of a bill of exchange not endorsed to the holder entitles the holder to present such bill for acceptance, and to protest it for non-acceptance. Rights of holder where bill is not endorsed to him. O F A CCEPTANCE
  5. The acceptance of a bill of exchange must be made on the bill itself by the signature of the acceptor, with or without the words "I accept" or "accepted". Form of acceptance.
  6. The acceptance must be dated, if the bill is payable at a certain period after sight or at usance. The omission of the date of acceptance renders the bill payable at the time specified in the bill, such time to run from the date of such bill. When acceptance is to be dated. 150.
(1)An acceptance cannot be conditional, but it may be partial as to the amount to be paid. Acceptance cannot be conditional, but may be partial.
(2)A conditional acceptance shall be deemed to be a refusal to accept. 151.
(1)A bill of exchange shall be accepted on presentment, or at the latest within twenty-four hours after presentment. When bill is to be accepted.
(2)Where, after the expiration of the said time, the bill is not re-delivered, accepted or unaccepted, the party who retained the bill shall be liable in damages and interest to the holder. 152.
(1)The acceptor of a bill by accepting it engages that he will pay the amount thereof, and cannot be relieved from such engagement, even though the drawer, or the party for whose account the bill was accepted, may, without his knowledge, have become bankrupt previously to the acceptance of the bill.
(2)Nevertheless, when the acceptor has not been put in funds, he may resort to the drawer or to the party for whose account the bill was accepted; in any such case the acceptance raises only a rebuttable presumption against the acceptor, who shall have the right to prove the contrary. Obligations of acceptor. Protest for nonacceptance. COMMERCIAL CODE 153.
(1)A refusal to accept shall be proved by means of a protest termed protest for non-acceptance.
(2)Where the bill is not accepted for the whole amount for which it is drawn, a protest for non-acceptance of the balance shall be made. Duty of drawer and endorsers upon notification of protest for nonacceptance.
  1. Upon notification of the protest mentioned in the last preceding article, the endorsers and the drawer are respectively bound to give sufficient security for the payment at maturity of the amount of the bill or of the amount for which it was not accepted, or to pay the bill together with the expenses of protest and of reexchange. Where acceptor’s condition changes after acceptance of bill.
  2. Where, after the acceptance of the bill, it is proved that the acceptor’s condition, with regard to his commercial affairs, has so changed as to give rise to a reasonable fear that the bill will not be paid at maturity, it shall be lawful to demand against the drawer, the endorsers, and even against the acceptor himself, the same security as that mentioned in the last preceding article. Obligation of surety.
  3. A person who stands surety for one only of the parties bound to give security, shall be jointly and severally liable only with the party for whom he stands surety. Promise to accept bill.
  4. A promise to accept a bill of exchange does not amount to an acceptance, but the promisee may maintain an action for damages and interest against the promisor if the latter refuses to perform the promise. O F A CCEPTANCE FOR H ONOUR OR BY I NTERVENTION Acceptance for honour or by intervention. 158.
(1)Where a bill of exchange is protested for nonacceptance, any person, not being a party already liable thereon, may intervene and accept the bill for the honour of the drawer, or of one of the endorsers, with or without an order to that effect from such drawer or endorser.
(2)The drawee himself may, after the protest for nonacceptance, intervene as stranger as aforesaid. Order of preference where several persons offer to accept for honour. 159. Where several persons offer to accept for honour, the following shall have the preferences: (
  1. a)those who intervene for the drawer or for the party for whose account the bill is drawn; (
  2. b)those who intervene for the endorsers according to the order of the endorsements. Option of holder. 160. Where several persons offer to accept by intervention for one and the same party, the holder of the bill may choose any one COMMERCIAL CODE of them. 161. Nevertheless, the party instructed to intervene by the person for whom he offers to accept shall, in all cases, have the preference over those who offer to accept for the same person, without such instructions. Preference to be given to party instructed to intervene. 162. The holder of a bill of exchange may, as any other person, accept by intervention, and he may, in like circumstances, give the preference to himself. Holder of bill may accept for honour. 163. An acceptance for honour must be written on the bill and be signed by the acceptor for honour, and mention thereof shall be made in the act of protest or in a subsequent act forming an extension thereof or appended thereto. Acceptance for honour how made. 164. The acceptor for honour shall cause the protest for nonacceptance to be delivered to him, and shall, without delay, give notice of his intervention to the party for whose honour he has intervened, and communicate to such party the said protest: in default, he shall be liable in damages and interest. Duties of acceptor for honour. 165. Where the acceptor for honour does not state for whose honour he intervenes, the acceptance shall be deemed to be made for the honour of the drawer, or of the party for whose account the bill is drawn, if the name of such party appears on the bill. Where acceptor for honour does not state for whom he intervenes. 166.
(1)Notwithstanding any acceptance for honour, the holder of a bill maintains unimpaired all such rights as are competent to him against the drawer and the endorsers for want of acceptance by the drawee. Rights of holder in case of acceptance for honour.
(2)Nevertheless, where a reference in case of need has been inserted in the bill by the drawer himself, and the bill is accepted by the referee in case of need, the security mentioned in article 154 shall not be competent. 167.
(1)A bill accepted for honour must be presented to the original drawee for payment at the time it falls due, and be protested against him in case of non-payment.
(2)In default of such protest, the acceptor for honour shall not be bound to pay the bill, and if he pays the bill notwithstanding such default, he shall lose his right of recourse against such parties as may have had an interest that the bill be protested against the drawee. Bill accepted for honour to be presented for payment to original drawee. O F JOINT AND S EVERAL L IABILITY 168. All parties who have signed, accepted, or endorsed a bill, are jointly and severally liable for warranty to the holder. O F S URETY PAR AVAL Parties to a bill jointly and severally liable. COMMERCIAL CODE Aval. 169. Independently of the acceptance and endorsement, the payment of a bill of exchange can be guaranteed by an aval, which is an obligation of a third party. How aval is given. 170. Aval can be given on the bill itself, or by a separate act, or even by letter. Liability of party giving aval. 171. The party giving the aval is liable jointly and severally, and in the same manner as the drawer and the endorsers, unless the parties have agreed otherwise. O F MATURITY AND PAYMENT Time of payment. 172. A bill may be expressed to be payable (
  1. a)at sight; (
  2. b)at a certain time or on a certain day; (
  3. c)at a certain time after sight; (
  4. d)at a certain time after date; (
  5. e)at usance. At sight. 173. A bill expressed to be payable at sight is payable on presentment. At a certain time or on a certain day. 174. A bill expressed to be payable at a certain time or on a certain day is payable at the time or on the day expressed therein. Bill payable in the middle of the month. 175. Where a bill is expressed to be payable in the middle of a certain month, the bill shall be deemed to become due on the fifteenth day of that month. Bill payable at a certain time after sight, or after date. 176. A bill expressed to be payable at a certain time after sight, or at a certain time after date, is payable (
  6. a)if the time is stated in days, on the last day thereof: provided that in the case of a bill expressed to be payable at a certain time after sight, the day on which the bill was presented for acceptance shall not be reckoned, and in the case of a bill expressed to be payable at a certain time after date, the day of the date of the bill shall not be reckoned; (
  7. b)if the time is stated in weeks or months, on the day of the week or month which corresponds, in name or number, with the day on which the bill was presented for acceptance or with the day of the date of the bill: Provided that where there is no such date in the month of payment, the bill shall be deemed to fall due on the last day of such month. Half a month. 177. The time expressed by the words "half a month" shall be equivalent to fifteen days. Gregorian calendar. 178. The months are reckoned according to the Gregorian calendar. COMMERCIAL CODE 179. A bill expressed to be payable at usance is payable at twenty-one days from the day on which the bill was presented for acceptance. Bill payable at usance. 180. In the absence of any of the indications mentioned in article 172, the bill shall be payable at sight. Where no time is expressed, bill is payable at sight. 181. If the day on which a bill becomes due falls on a Sunday or on a Holy day of obligation or on Good Friday or on any other public holiday, the bill shall be payable on the day next following, not being a public holiday. When day of maturity is a Sunday, etc. Amended by: V.1904.8. 182. A bill shall be deemed to be due from the moment the drawee is adjudged bankrupt, and in such case the holder may protest the bill as provided in article 191; but the drawer and the endorsers may, if called upon to pay the bill, postpone payment until the day on which the bill shall be due according to the terms in which it is drawn, on giving the security mentioned in article 154. Where drawee is adjudged bankrupt. 183. A bill of exchange must be paid in the money specified therein. Nevertheless, if the money specified in the bill is fictitious or is not legal tender in the place where payment is to be made, and the value thereof has not been stated in the bill, the payment shall be made in the money which is legal tender at the place of payment, in an amount corresponding to the value of the money specified in the bill at the time of maturity, unless the drawer, by the use of the clause "in cash" or other equivalent clause, shall have expressly required payment to be made in the money specified by him, not being fictitious money. In what money bill is payable. 184. The payer of a bill is not bound to verify the genuineness of the endorsements. Payer not bound to verify genuineness of endorsements. 185. A party paying a bill before it becomes due shall be answerable for the validity of the payment. Anticipated payment. 186. A party paying a bill at maturity, and without any opposition, shall be deemed to be lawfully discharged. Payment at maturity without opposition operates as valid discharge. 187. The holder of a bill cannot be compelled to receive payment thereof before it becomes due. Holder cannot be compelled to receive anticipated payment. 188. The payment of a bill on a second, third, or other part, shall be valid, provided it is specified on such second, third, or other part, that such payment annuls the effect of the other parts of the bill. Payment of part of a bill drawn in sets. 189. A party paying a bill on a second, third, or other part, without taking back the part which he has accepted, shall not be discharged with respect to a third party in possession of the accepted part, saving his right of recourse against the party to whom payment was unduly made. Where accepted part is not taken back by payer. 190. Where a bill is drawn in a set consisting of a first, second, third, or other part, and the drawee has accepted more than one part, he is bound to pay all the accepted parts which shall be presented to him at maturity by the different holders thereof, saving Where several parts are accepted. COMMERCIAL CODE his right of recourse against the person who made use of more than one of the parts of the bill. Protest for nonpayment. 191. A refusal of payment of a bill shall be proved by means of a protest termed protest for non-payment. Payment of bill not endorsed to holder. 192. A person who claims the payment of a bill which has not been endorsed to him, but who, at the same time, proves that the bill was remitted to him to receive payment thereof, may, upon giving sufficient security, demand payment of the bill, and protest it in case of non-payment. Liability of holder obtaining payment of bill. 193. The holder of a bill who receives payment thereof, and all prior endorsers shall be liable to the party paying the bill, as guarantors of the validity of all antecedent endorsements. Payment to be made against delivery of bill. 194. Saving the case referred to in articles 201 and 202, the party liable for the payment of the bill is not bound to effect payment thereof except against the delivery of the bill duly discharged. Part-payment. 195.
(1)The holder of a bill cannot refuse to receive from the drawee part-payment thereof, even though the bill may have been accepted by the drawee himself, or by any other party, for the whole amount, but the holder must protest it for the balance.
(2)The party making such part-payment cannot, however, claim that the bill be delivered up to him, but can only demand that the amount paid be endorsed upon the bill, and that a copy of the bill with the discharge of the amount paid, be given to him. Where bill is not presented for payment. Amended by: L.N. 148 of 1975; XXIV.1995.
  2. If a bill is not presented for payment at the time it becomes due, the acceptor may, after the expiration of the time within which protest for non-payment is to be made, lodge the amount of the bill in the Civil Court, First Hall, at the expense and risk of the holder. Pleas personal to endorsers.
  3. Pleas which are personal to the endorsers may not be set up against the holder of a bill. Pleas personal to holder. 198.
(1)Pleas which are personal to the holder of a bill cannot delay the payment thereof, unless the pleas are such as can be conveniently and speedily disposed of in the pending action.
(2)Where such pleas require a prolonged enquiry, the examination thereof shall be referred to an independent action and, meanwhile, the judgment ordering the payment of the bill, with or without security, as the court shall deem fit, shall not be delayed. Opposition to payment of bill.
  1. No opposition to the payment of a bill shall be allowed except in case of loss of the bill or bankruptcy of the holder. Loss of nonaccepted bill.
  2. In case of loss of a non-accepted bill, the party to whom such bill belongs may demand the payment thereof upon a second, third, fourth, or other part. Loss of accepted bill.
  3. Where the lost bill is an accepted bill, payment cannot be claimed upon the second, third, fourth, or other part, unless the party claiming payment duly proves his title thereto and gives sufficient security. COMMERCIAL CODE
  4. Where the party who has lost the bill, whether accepted or not, is unable to present a second, third, fourth, or other part thereof, he can nevertheless demand and obtain payment, if he duly proves his title thereto and gives sufficient security. Where holder is unable to present any part of the bill.
  5. The obligation arising from the security mentioned in the last two preceding articles shall be extinguished after the lapse of three years. Extinguishment of obligation arising from security.
  6. In the absence of the security referred to in articles 201 and 202, it shall be lawful, on furnishing the proof of title required in those articles, to demand that the amount due on the lost bill be lodged in the Civil Court, First Hall. When deposit of amount of lost bill may be demanded. Amended by: L.N. 148 of 1975; XXIV.1995.
  8. In case of non-payment on a demand to that effect in accordance with the provisions of articles 201 and 202, the owner of the lost bill shall, in order to preserve all his rights, cause a deed of protest to be drawn up, and to be notified to the drawer and the endorsers, within the time and in the manner hereinafter prescribed with regard to the protest for non-payment. Deed of protest in case of a lost bill.
  9. The owner of a lost bill, in order to obtain the second, third, or other part thereof, shall apply to his immediate endorser, and such endorser shall be bound to give his assistance to, and allow the said owner to proceed in his name against his own endorser, and so on from one endorser to another up to the drawer of the bill. Liability of immediate endorser to holder endorsee of lost bill.
  10. The owner of the lost bill shall bear all the expenses resulting from the loss. Owner of lost bill liable for expenses.
  11. Where a party refuses to give a second, third, or other part, upon being required so to do under article 206, he shall be liable in damages and interest. Liability for damages in case of refusal to give second, third, or other part. O F PAYMENT FOR HONOUR OR BY I NTERVENTION
  12. Where a bill of exchange has been protested for nonpayment, any person may intervene and pay it supra protest for the honour of the drawer or any of the endorsers. Payment for honour.
  13. A payment for honour shall be recorded in the act of protest or in a separate act, forming an extension thereof or appended thereto. How recorded. 211.
(1)A party paying a bill of exchange supra protest succeeds to the rights of the holder, and also to his duties with regard to the formalities to be observed. Rights and duties of payer for honour.
(2)Moreover, he must give immediate notice of the payment to the party for whose honour he has intervened, under penalty of damages and interest. 212.
(1)Where payment supra protest is made for the honour of the drawer, all the endorsers shall be discharged. Discharge of endorsers. COMMERCIAL CODE
(2)Where the payment is made for the honour of a particular endorser, all subsequent endorsers shall be discharged. Where two or more persons offer to pay supra protest.
  1. Where two or more persons offer to pay a bill supra protest, the rules in regard to acceptance by intervention shall apply. Preference to be given to drawee.
  2. Nevertheless, where the original drawee, against whom the protest for non-acceptance was made, is willing to pay the bill at the time it becomes due, he shall have preference over all the parties who offer to pay the bill by intervention. Rights of acceptor by intervention where bill is paid by others.
  3. An acceptor by intervention, who does not pay the bill because it is paid by the drawee or any other party, is entitled to recover from the payer the expenses which he has incurred, and a commission of one-third per centum. When payer for honour forfeits right of recourse.
  4. The payer for honour, where another party, having preference over him, has offered to pay the bill, shall have no right of recourse against such endorsers as would have been discharged by the payment if made by such other party. Bill and protest to be delivered up to payer for honour.
  5. The payer for honour is entitled to the delivery up of the bil

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AI explanation based on the official legal text. Indicative, not a substitute for legal advice.