Chapter 168

Fil-qosor

Din il-liġi tirregola s-sħubiji kummerċjali, u tistabbilixxi r-regoli għall-formazzjoni, l-operat, u t-tipi differenti ta' sħubiji.

X'tirregola

Il-formazzjoni u r-reġistrazzjoni ta' sħubiji kummerċjali.
Tipi speċifiċi ta' sħubiji: "en nom collectif", "en commandite", u "anonyme" (kumpanija b'responsabbiltà limitata).
Ir-rekwiżiti għall-ismijiet tas-sħubiji u l-informazzjoni li trid tidher f'dokumenti kummerċjali.
Il-bidliet fid-deed tas-sħubija u l-effetti tagħhom.

Min jikkonċerna

Persuni assoċjati għall-eżerċizzju ta' atti ta' kummerċ li jiffurmaw sħubija kummerċjali.
Is-sħubiji kummerċjali nfushom, inklużi dawk iffurmati jew irreġistrati barra Malta.

Punti ewlenin

Sħubija kummerċjali għandha personalità legali distinta minn dik tal-membri tagħha.
Sħubija "en nom collectif" hija garantita mir-responsabbiltà illimitata u konġunta u solidali tas-sħab kollha.
Id-deed tas-sħubija għandha tiddikjara l-isem, il-kunjom, ir-residenza tas-sħab, l-isem tas-sħubija, l-uffiċċju reġistrat f'Malta, l-għanijiet, il-kontribuzzjoni ta' kull sieħeb, u l-perjodu ta' tul.
Bidliet fid-deed tas-sħubija, bħal tnaqqis fil-kontribuzzjoni ta' sieħeb jew xoljiment qabel iż-żmien, ma jidħlux fis-seħħ qabel tliet xhur mid-data tal-pubblikazzjoni.

Legal text

COMMERCIAL PARTNERSHIPS CHAPTER 168 COMMERCIAL PARTNERSHIPS ORDINANCE * To regulate commercial partnerships. (19th April, 1965)† Enacted by ORDINANCE X of 1962, as amended by Legal Notice 4 of 1963; Acts: I of 1965, XXI of 1966, XII of 1970; Legal Notice 148 of 1975; Acts: XI of 1977, XXVIII of 1979, IX of 1982, XIII of 1983, XXXIV of 1988, IV of 1991 and XXIV of 1995; and Legal Notice 410 of

ARRANGEMENT OF ORDINANCE Part I. Part II. Part III. Part IV. Part V. Part VI. Part VII. Part VIII. Part X. Short title Preliminary Provisions General Provisions Partnership "En Nom Collectif" Partnership "En Commandite" Partnership "Anonyme" or Limited Liability Company Formation of Company and Matters incidental thereto Share Capital and Debentures Management and Administration Private Companies Dissolution and Winding up Conversion and Amalgamation of Partnerships Association "En Participation" Partnerships constituted or registered outside Malta Provisions as to establishment of place of business in Malta Prospectuses General Articles 2-3 4-6 7-50 51-66 67-161 67-81 82-110 111-146 147-149 150-161 162-168 169-176 177-190 177-187 188-190 191-195 SCHEDULES First Schedule Part I Part II Second Schedule Third Schedule Part I Part II Part I Part II Part III Fourth Schedule Regulations for the Management of a Limited Liability Company Regulations for the Management of a Private Company Matters to be specified in a Prospectus and Reports to be set out therein Matters to be specified Reports to be set out General Provisions as to Balance Sheet and Profit and Loss Account Exceptions for Special Classes of Company Interpretation of Schedule Contents and Form of Annual Return *Repealed by Act XXV of 1995 (Chapter 386); but reproduced in view of articles which are still applicable - see Chapter
†See article 1 of the Ordinance as originally enacted, part of which has been omitted under the Statute Law Revision Act, 1980, and Legal Notice 5 of
Short title. Amended by: L.N. 4 of 1963; XI. 1977.
COMMERCIAL PARTNERSHIPS
The short title of this Ordinance is the Commercial Partnerships Ordinance. PART I PRELIMINARY PROVISIONS Interpretation. Amended by: I.1965.14; L.N. 148 of 1975; XI. 1977.2; IX. 1982.2; XXIV.1995.
In this Ordinance, unless the context otherwise requires, the following expressions have the meaning hereby assigned to them "the court" means the Civil Court, First Hall; "debenture" includes debenture stock, bonds and other securities of the company; "director" includes any person occupying the position of director by whatever name called; "Minister" means the Minister responsible for trade and includes, to the extent of the authority given, any person authorised by the Minister in that behalf for any purpose of this Ordinance; "officer", in relation to a company, includes a director, manager or secretary, but does not include an auditor; " p r o s p e c t u s " m e a n s a n y p r o s p e c t u s , n o t i c e , c i r c u l a r, advertisement, or other invitation, offering to the public for subscription any shares or debentures of a company; "Registrar" means the Registrar of Partnerships; "share" includes stock except where a distinction between stock and shares is expressed or implied. Law governing commercial partnerships.
Commercial partnerships shall be governed by this Ordinance: Provided that where no provision is made in this Ordinance, the usages of trade or, in the absence of such usages, the civil law shall apply. PART II GENERAL PROVISIONS Formation of partnership. 4.

(1)Persons associated for the exercise of one or more acts o f t r a d e m a y, b y c o m p l y i n g w i t h t h e r e q u i r e m e n t s o f t h i s Ordinance, form a commercial partnership.

(2)A commercial partnership has a legal personality distinct from that of its members. Different kinds of partnerships. 5. A commercial partnership may be either (

a)a partnership en nom collectif; or COMMERCIAL PARTNERSHIPS (
b)a partnership en commandite; or (
c)a partnership anonyme or limited liability company. 6.

(1)In all business letters, trade catalogues and trade circulars issued or sent by a partnership, there shall be stated in legible characters the name and the registered office of the partnership and there shall be similarly stated, in respect of a partnership en non collectif or of a partnership en commandite, the names or initials and the surnames of the persons having the representation thereof, and, in respect of a limited liability company, the names or initials and the surnames of the individual directors and, in the case of a director being a body corporate, the name of the body corporate. Indication of particulars concerning partnerships in business letters, etc. Amended by: XIII. 1983.5; L.N. 410 of 2007.

(2)Where a partnership is being wound up, every business letter, invoice or other document issued by or on behalf of the partnership or a liquidator thereof, being a document on or in which the name of the partnership appears, shall contain a statement that the partnership is being wound up.

(3)If a partnership fails to comply with any of the requirements of this article, every person having the administration or the representation of the partnership and, in respect of a limited liability company every officer of the company, and where a partnership is being wound up, every liquidator, who is in default shall be liable to a penalty not exceeding one hundred and sixteen euro and forty-seven cents (116.47). PART III PARTNERSHIP EN NOM COLLECTIF 7. A partnership en nom collectif operates under a partnership-name and has its obligations guaranteed by the unlimited and joint and several liability of all the partners: Definition. Provided that no action shall lie against the individual partners unless the property of the partnership has first been discussed. 8. An agreement to pay a share of the profits of a partnership to a person in total or partial remuneration for his services shall not, of itself, make him a partner. Agreement to pay share of profits. 9. The names of partners only may form part of a partnershipname: Partnership-name. Provided that the name of a person who has ceased to be a partner may be retained in a partnership-name. Penalties for use of partnership- name including name of fictitious person, etc. Amended by: XIII. 1983.5; L.N. 410 of 2007. Contributions deemed to be made in ownership. COMMERCIAL PARTNERSHIPS 10. Subject to the provisions of article 9 (

a)any person who knowingly makes use of a partnershipname which includes the name of a person who is not partner or the name of a fictitous person or knowingly makes use of a name falsely implying the existence of a partnership, shall be liable to a penalty not exceeding one thousand and one hundred and sixty-four euro and sixty-nine cents (1,164.69); (
b)whosoever permits or suffers his name to be used in the name of a partnership of which he does not form part, shall, for such fact alone, be held liable unlimitedly and jointly and severally with the partners for all the obligations contracted by the partnership under that name. 11. Things contributed to the partnership shall be deemed to have been transferred in full ownership, unless the contrary is proved: Provided that, where any of the partners has contributed his own services only, the contributions made by the other partners shall be deemed to have been made in usufruct. Contribution of a debt owing to a partner. 12. Where a partner has contributed to the partnership a debt owing to him, he shall not be discharged until the partnership obtains payment of the amount for which the debt was contributed and, in case of non-payment at the due date, he shall be liable, jointly and severally with the debtor, for the said amount with interest from the date the debt contributed fell due. Valuation of contribution. 13. Where the value of a thing contributed to the partnership has not been otherwise determined, the current value thereof at the date at which its delivery is due shall be deemed to be the true value. How partnership is constituted. 14. A partnership en nom collectif shall not be validly constituted unless a deed of partnership is entered into and a certificate of registration is issued under this Ordinance in respect thereof. Contents of deed of partnership. Amended by: I. 1965.2. Registration of deeds of partnership. 15. The deed of partnership must state: (
a)the name, surname and residence of each of the partners; (
b)the partnership-name; (
c)the registered office in Malta of the partnership; (
d)the objects of the partnership, that is to say, whether the objects are trade in general or a particular branch of trade, and, in the latter case, the nature of the trade; (
e)the contribution of each of the partners; (
f)the period fixed for the duration of the partnership. 16.

(1)The deed of partnership shall be delivered for registration and publication to the Registrar who, being satisfied COMMERCIAL PARTNERSHIPS that it complies with the requirements of article 15 and of subarticle

(2), shall register it.

(2)Where the deed of partnership is a public deed or a private writing enrolled in the records of a notary public, an authentic copy thereof shall be delivered in lieu of the original.

(3)The aforesaid delivery shall be made by any one of the partners or his authorised agent.

On the registration of the deed of partnership the Registrar shall certify under his hand that the partnership is registered and the partnership shall come into existence and shall be capable of commencing business under the partnership-name as from the date of the certificate: Duty of Registrar and effect of registration. Provided that, if registration is obtained before the date fixed in the deed of partnership for the commencement of the partnership, the certificate shall indicate such date, and the partnership shall come into existence and shall be capable of commencing business as from such later date.
Unless and until a certificate of registration is issued under this Ordinance in respect of a partnership en nom collectif or until the date indicated in a certificate of registration as the date on which a partnership en nom collectif shall come into existence - Where certificate of registration is not issued. (a) any two or more persons carrying on business under a name falsely implying the existence of a partnership shall have, as against one another and limitedly to property acquired from such business, such rights only as are by law conferred on joint owners; (b) any obligation contracted in favour of third parties in good faith under a name falsely implying the existence of a partnership shall be jointly and severally binding on those persons who, if a certificate as aforesaid had been issued, would have been partners carrying on business under that name. 19.

(1)Every change relating to the administration or the representation of a partnership, the dissolution of a partnership before the period fixed for its duration, any enlargement of the said period not expressly contemplated in the deed of partnership and generally any alteration or addition to the deed of partnership shall be made in writing and, subject to the provisions of article 21, shall not take effect unless and until the relative instrument or, where such instrument is a public deed or a private writing enrolled in the records of a notary public, an authentic copy thereof is delivered to the Registrar for registration and publication and is registered by him.

(2)Where a partner ceases to be a partner or where a person whose name does not appear in the deed of partnership or in any alteration or addition thereto becomes a partner of an already existing partnership, a notice to that effect shall, within one month, be delivered to the Registrar for registration and publication by the Changes in deed of partnership. Amended by: XIII. 1983.5; L.N. 410 of 2007. COMMERCIAL PARTNERSHIPS partner or partners having the administration or the representation of the partnership.

(3)If default is made in complying with any of the provisions of sub-article

(2), the partner or partners having the administration or the representation of the partnership shall be liable to a penalty not exceeding four euro and sixty-six cents (4.66) for every day during which the default continues. Where alteration consists in change of partnershipname.

Where the alteration to the deed of partnership consists in a change of the partnership-name, the Registrar shall enter the new name on the register in place of the former name and shall issue a certificate of registration altered to meet the circumstances of the case. Reductions in contribution of a partner and dissolution of a partnership before period fixed for its duration. Amended by: XI.1977.
21.

(1)Any reduction in the contribution of a partner, other than a contribution consisting in personal services, and the dissolution of the partnership before the period fixed for its duration shall not be operative until three months from the date of publication of the statement referred to in article 192

(1)(d) relating to the instrument effecting such reduction or dissolution. Right of creditors of a partner to oppose enlargement of duration of a partnership. Amended by: XI.1977.

Where the duration of a partnership is enlarged beyond the periods contemplated in the deed of partnership, the separate creditor of a partner may object to such enlargement by writ of summons filed within three months from the date of the publication of the statement referred to in article 192

(1)(d) relating to the instrument effecting such enlargement and, upon good cause being shown, the court shall direct the partnership to liquidate such partner’s interest in the partnership within three months of the judgment. Duties of Registrar of Courts. Amended by: XXIV.1995.

The Registrar of Courts shall, without delay, cause a copy of any writ of summons filed under articles 21 and 22 and of any judgment given thereon to be served on the Registrar for registration and publication. How deed of partnership may be altered.
Unless otherwise provided in the deed of partnership, any alteration or addition thereto may only be made with the unanimous consent of the partners. Administration and representation of a partnership.
In so far as the deed of partnership does not otherwise provide, the administration and representation of the partnership shall vest in each of the partners severally. How partnership may be bound. 26.

(1)A partnership may not be bound in favour of third parties except by a partner acting under the partnership-name and having the representation of the partnership either by virtue of the deed of partnership or by operation of law.

(2)Any creditor of the partnership whose debt existed prior to the registration of the reduction or of the dissolution may object thereto, by writ of summons, within the period of three months as aforesaid and, if he shows good cause why it should not take effect, the court shall either uphold the objection or allow the reduction of the contribution or the dissolution of the partnership, as the case may be, on sufficient security being given by the partnership. COMMERCIAL PARTNERSHIPS

(2)Where any such partner has acted as aforesaid, the partnership shall be bound even though it derives no benefit. 27.

(1)Where a person becomes a partner of an already existing partnership, he shall thereby become liable for all the obligations of the partnership, even if incurred before the date at which he became a partner. New partners.

(2)Any agreement to the contrary shall be of no effect in regard to third parties.

A partnership shall not distribute profits until it has made good all losses. Distribution of profits.
The separate creditors of a partner may enforce their rights, during the continuance of the partnership, on the share of the profits due to their debtor and, on the dissolution of the partnership, on such portion of the assets of the partnership as is due to their debtor on the partnership being wound up. How rights of creditors of a partner are enforceable. 30.

(1)A partner shall not, in competition with the partnership and without the express consent of the other partners, carry on business on his own account or on account of others or be a partner with unlimited liability in another partnership. A partner may not compete with partnership.

(2)If a partner acts in contravention of the provisions of subarticle

(1), the partnership may, at its option, either take action for damages and interest against the offending partner or demand payment of any profit made by him in violation of the aforesaid prohibition.

(3)The exercise of the rights conferred by sub-article

(2)shall be barred by the lapse of one year from the date of the contravention. 31. Saving any provision to the contrary in the deed of partnership, in the event of death of one of the partners the surviving partners shall liquidate the deceased partner’s interest in the partnership in favour of his heirs, unless the surviving partners unanimously elect either to dissolve the partnership or to continue the partnership with the heirs, if, in the latter case, such heirs accept. Death of a partner. 32.

(1)A partner may be expelled from the partnership by a decision of the majority of the other partners - Expulsion of a partner. (

a)if he is unable to make his contribution or fails to make it within a reasonable time after being called upon to do so; (
b)if he commits a serious breach of duty as a partner; (
c)if he contravenes the provisions of article 30

(1); (

d)if he is interdicted or incapacitated; (
e)in such other cases for which provision is made in the deed of partnership.

(2)Any decision taken as aforesaid shall be communicated in writing to the expelled partner and shall not take effect until the COMMERCIAL PARTNERSHIPS lapse of fifteen days from the receipt of such communication.

(3)The expelled partner may, by writ of summons filed within fifteen days from the receipt of the aforesaid communication, object to the decision and the court shall have power to stay the execution of the said decision pending its judgment.

(4)Where the partnership consists of two partners only, the expulsion of a partner may only be ordered by the court at the suit of the other partner. Cessation of membership. Rights of persons ceasing to be partners.

A partner shall cease to be a partner if (a) he is adjudged bankrupt; (b) his interest in the partnership has been liquidated under the provisions of article
34.

(1)A partner who has been expelled or has otherwise ceased to be a partner shall be entitled to have his interest in the partnership liquidated.

(2)There shall be included in the liquidation of the interest of a partner who has been expelled or who has otherwise ceased to be a partner any profit or loss deriving from business in course of transaction. Dissolution of partnerships en nom collectif. Notice of dissolution. Amended by: XII.1970.2. XXIV.1995.362. 35. A partnership en nom collectif is dissolved (

a)when the period fixed for its duration expires; (
b)if the undertaking forming its object is completed or cannot be completed; (
c)if all the partners so agree; (
d)if the partnership is adjudged bankrupt; (
e)if the number of partners is reduced below two and remains so reduced for more than six months; (
f)if, in the opinion of the court, there exist grounds of sufficient gravity to warrant dissolution; (
g)in such other cases for which provision is made in the deed of partnership. 36. On the dissolution of a partnership, and in no case later than fifteen days after such dissolution, the partners having the administration or the representation thereof shall deliver to the Registrar for registration and publication a notice of the dissolution: Provided that, where a partnership is dissolved by order of the court, notice of the dissolution shall be given as aforesaid by the Registrar of Courts. How a partnership en nom collectif may be wound up. 37.

(1)Where the manner in which the partnership is to be wound up is not provided for in the deed of partnership or is not determined by agreement between the partners, the partnership shall be wound up by one or more liquidators.

(2)If the partners do not agree as to the person who is to be COMMERCIAL PARTNERSHIPS appointed liquidator, the appointment shall be made by the court.

(3)The liquidator shall, within ten days after his appointment, deliver to the Registrar for registration and publication a notice of his appointment.

A liquidator, whether appointed by the partners or by the court, may be removed from office either by the partners, if they so agree, or by order of the court, on a demand by writ of summons made by any of the partners, if the court is satisfied that there exist sufficient grounds to warrant his removal. Power to remove liquidator.
The remuneration of the liquidator may be fixed by agreement between the partners and the liquidator, failing which it shall be fixed by the court. Remuneration of liquidator.
All costs, charges and expenses properly incurred in the winding up, including the remuneration of the liquidator, shall be payable out of the assets of the partnership in priority to all other claims. Costs of winding up payable in priority to other claims.
If default is made in complying with any of the requirements of article 36 and of article 37

(3), every partner or liquidator, as the case may be, who is in default, shall be liable to a penalty not exceeding four euro and sixty-six cents (4.66) for every day during which the default continues. Penalty. Amended by: XIII. 1983.5; L.N. 410 of

Until such time as provision is made for the winding up of the partnership, such acts only as are of ordinary administration may be performed. Powers until provision is made for winding up.
Where a liquidator is appointed, the partners vested with the administration of the partnership shall - Duties of partners vested with administration. (a) deliver to the liquidator all the assets and all the books and other documents of the partnership and shall draw up accounts relating to their administration for the period since the preceding accounts; and (b) together with the liquidator, draw up a balance sheet showing the state of affairs of the partnership as at the date of the dissolution. 44.

(1)The liquidator shall represent the partnership and shall have power to perform all acts conducive and ancillary to the winding up of the affairs of the partnership: Powers of liquidators. Provided that he shall not refer any matter to arbitration or make any compromise unless so authorised in writing by the partners.

(2)The liquidator shall not undertake any new transaction.

(3)Where more than one liquidator is appointed, they shall act jointly and shall be jointly and severally liable for their acts, unless the partners have otherwise provided. 45.

(1)The liquidator shall not distribute any assets of the partnership among the partners unless either the debts and liabilities of the partnership have been paid or sufficient funds have Liquidator not to distribute assets before paying debts. COMMERCIAL PARTNERSHIPS been set aside for the payment thereof.

(2)Where the assets of the partnership are insufficient to meet its liabilities, the liquidator may demand from the partners payment of the contribution, if any, due by them, irrespective of the date when it falls due, and, if necessary, the sums required for the payment of the aforesaid liabilities in the proportion in which the liabilities of the partnership are to be borne by the partners. Duty of liquidator to give information, to render account and prepare scheme of distribution. 46.

(1)The liquidator shall, at the request of any of the partners, inform the partners as to the state and progress of the liquidation. Rules applicable to distribution of assets. 47. In the distribution of the assets of a partnership the following provisions shall apply in so far as no provision in that behalf is made in the deed of partnership, that is to say:

(2)As soon as the affairs of the partnership are wound up, the liquidator shall render an account of the winding up and of his receipts and payments and draw up a scheme of distribution. (

a)where a thing has been contributed in usufruct or enjoyment, it shall be restored to the partner contributing it and the partnership shall be held liable in damages if the thing has perished or deteriorated for any cause attributable to any of the partners, saving the right of the partnership to the reimbursement of any sums so paid against the partner who is at fault; (
b)the assets of the partnership shall first be applied in repayment of the contributions and any balance shall be distributed among the partners in proportion to their share in the profits of the partnership; (
c)where it has been agreed that the distribution of the assets shall be made in kind, the provisions governing partition of common property shall apply. Approval of accounts and scheme of distribution. 48.

(1)The liquidator shall by judicial act serve on each of the partners a copy of the accounts and of the scheme of distribution mentioned in article 46

(2).

(2)The accounts and the scheme of distribution shall be deemed to have been approved by all the partners if no objection thereto is lodged by writ of summons by any of the partners within two months of the service of the judicial act referred to in subarticle

(1). Striking of name of partnership off Register.

On the approval of the accounts, the liquidator shall deliver to the Registrar for registration a notice of such approval and the Registrar shall thereupon strike the name of the partnership off the register. Preservation of books of account, etc., after dissolution.
The books of account and the documents of the partnership shall be kept by the person elected for that purpose by the majority of the partners and shall be so kept for a period of ten years from the date at which the name of the partnership was struck off the register. COMMERCIAL PARTNERSHIPS PART IV PARTNERSHIP EN COMMANDITE
A partnership en commandite operates under a partnershipname and has its obligations guaranteed by the unlimited and joint and several liability of one or more partners, called general partners, and by the liability, limited to the amount, if any, unpaid on the contribution, of one or more partners, called limited partners. Definition.
The provisions governing partnerships en nom collectif shall apply to partnerships en commandite except in so far as they are inconsistent with the provisions of this Part. Applicability of provisions governing partnerships en nom collectif. 53.

(1)The name of a limited partner may not be included in the partnership-name of a partnership en commandite. Partnership-name.

(2)If a limited partner permits or suffers his name to be included in a partnership-name, he shall be bound, in regard to third parties, unlimitedly and jointly and severally with the general partners for all the obligations of the partnership.

The contribution of a limited partner may not include personal services. Contribution of limited partner not to include personal services.
The deed of partnership, in addition to the particulars prescribed by article 15, shall specify which of the partners are general partners and which of them are limited partners, and in default the partnership shall resolve itself into a partnership en nom collectif. Contents of deed of partnership.
The general partners shall have all the rights and all the duties of partners in a partnership en nom collectif. Rights of general partners.
The administration and representation of the partnership may only be entrusted to one or more general partners. Administration and representation.
Unless otherwise provided in the deed of partnership, the general partners shall have the right to appoint the partners who are to administer and represent the partnership and to dismiss from office the partners so appointed. Appointment of partners to administer and represent partnership. 59.

(1)A limited partner shall not perform any act of administration nor transact business on behalf of the partnership except by virtue of a power of attorney given for specified acts or transactions. Limited partner cannot take part in management of partnerships.

(2)If a limited partner acts in contravention of the aforesaid prohibition, he shall be bound, in regard to third parties, unlimitedly and jointly and severally with the general partners for all the obligations of the partnership and shall moreover be liable to be expelled from the partnership in accordance with the provisions of article

COMMERCIAL PARTNERSHIPS Communication of yearly accounts to limited partners.
At the end of each financial year the balance sheet and profit and loss account of the partnership shall be communicated to the limited partners, who, for the purpose of ascertaining their correctness, shall have a right of access to the books of account and other documents of the partnership. Article 30 not to apply to limited partners.
The provisions of article 30 shall not apply to a limited partner. Limited partner not bound to restore profits received in good faith.
A limited partner shall in no case be bound to restore profits received in good faith. Assignment of interest by limited partner.
Unless the deed of partnership otherwise provides, a limited partner may assign his interest in the partnership: Provided that, if the contribution of a limited partner is not fully paid up, any assignment of his interest in the partnership shall not have effect, in regard to the partnership, unless it is made with the consent of all the general partners. Death of limited partner.
Unless the deed of partnership otherwise provides, in the event of death of a limited partner, the partnership shall continue with his heirs. Dissolution of partnership en commandite. 65.

(1)A partnership en commandite, besides being determinable for any of the causes mentioned in article 35, shall be dissolved if no general partner or no limited partner remains, unless, within six months, the partner who has ceased to be a partner shall have been substituted.

(2)Where no general partner remains, the limited partners may, for the said period of six months, appoint one of their number for the performance of acts of ordinary administration.

(3)A limited partner appointed as aforesaid shall not be subject to the provisions of article 59

(2). Division of capital into shares. 66.

(1)Without prejudice to the foregoing provisions of this Part, the capital of a partnership en commandite may be divided into shares.

(2)The provisions relating to shares in a limited liability company shall apply to the shares in a partnership en commandite in so far as they are not inconsistent with the foregoing provisions. PART V PARTNERSHIP ANONYME OR LIMITED LIABILITY COMPANY Formation of Company and Matters Incidental thereto COMMERCIAL PARTNERSHIPS 67. A partnership anonyme or limited liability company (hereinafter referred to as a "company") is formed by means of a capital divided into shares and has the liability of its members limited to the amount, if any, unpaid on the shares respectively held by them. Definition. 68. A company shall not be validly constituted unless a memorandum of association is entered into and a certificate of registration is issued under this Ordinance in respect thereof. How company is constituted. 69. The memorandum of every company must state: (

a)the name, surname and residence of each of the subscribers thereto; (
b)the name of the company; (
c)the registered office in Malta of the company; (
d)the objects of the company; (
e)the amount of share capital with which the company proposes to be registered, the division thereof into shares of a fixed amount, the number of shares taken by each of the subscribers and the amount paid up in respect of each share; (
f)the number of the directors and the name and surname of the first director or directors, and in the case of any such director being a body corporate, the name of the body corporate. 70.

(1)Subject to the provisions of this article, a company may be designated by any name, but such name shall have "limited" as the last word.

(2)A company shall not be registered by a name which: (

a)is the same as a name of another registered company or so nearly similar as in the opinion of the Registrar it could create confusion; or (
b)is in the opinion of the Registrar offensive or otherwise undesirable; or (
c)has been reserved for registration for another company upon a notice in writing to the Registrar given not earlier than three months before the date of the second request: Contents of memorandum. Amended by: I. 1965.3. Name of company. Amended by: XII. 1970.3; XIII.1983.5. Substituted by: XXXIV. 1988.55. Amended by: L.N. 410 of 2007. Provided that the Registrar shall notify any refusal under this article without delay to the person requesting the registration.

(3)A company shall not be registered by a name which includes the word "nominee" unless it is a company qualified to be registered as a nominee company under the Malta Financial Services Authority Act.

(4)A person or persons trading or carrying on business or other activity: (

a)under a name or title of which "limited" or a contraction or imitation thereof is the last word and COMMERCIAL PARTNERSHIPS which is not the name of a company duly registered under this Ordinance; or (
b)under a name or title which contains the word "nominee", or a contraction or imitation thereof, and which is not the name of a company in possession of a warrant, currently in force, issued under the Malta Financial Services Authority Act, or the Trusts and Trustees Act, authorising such company to act as a nominee company for the purpose of those Acts, shall be liable on conviction to a penalty of not less than two hundred and thirty-two euro and ninety-four cents (232.94) and not more than one thousand and one hundred and sixty-four euro and sixty-nine cents (1,164.69) and to a further penalty not exceeding twenty-three euro and twenty-nine cents (23.29) for any day during which the offence continues. Objects of company. 71. The objects of a company shall be clearly defined and may not be trade in general. Minimum share capital. Amended by: XIII. 1983.5; L.N. 410 of 2007. 72.

(1)The share capital of a company shall not be less than one thousand and one hundred and sixty-four euro and sixty-nine cents (1,164.69).

(2)Where the share capital is one thousand and one hundred and sixty-four euro and sixty-nine cents (1,164.69), it shall be fully subscribed in the memorandum, and where it exceeds such amount, a minimum of one thousand and one hundred and sixty-four euro and sixty-nine cents (1,164.69) shall be subscribed in the memorandum.

(3)Not less than twenty per cent of the nominal amount of each share taken shall be paid up on the signing of the memorandum. Articles of association. 73.

(1)There may be registered with the memorandum articles of association signed by the subscribers to the memorandum and prescribing regulations for the company.

(2)If articles are not registered, or, if articles are registered, in so far as the articles do not exclude or modify the regulations contained in the First Schedule hereto, these regulations shall be the regulations of the company in the same manner and to the same extent as if they were contained in duly registered articles. Registration of memorandum and articles. Amended by: XII. 1970.4. 74.

(1)The memorandum and articles, if any, shall be delivered for registration and publication to the Registrar who, being satisfied that all the requirements of articles 68 to 73 and of article 122

(1)have been complied with, shall register them.

(2)Where the memorandum or the articles are drawn up in a public deed or in a private writing enrolled in the records of a notary public, an authentic copy thereof shall be delivered in lieu of the original.

(3)The aforesaid delivery shall be made by any one of the subscribers to the memorandum or his authorised agent. COMMERCIAL PARTNERSHIPS

On the registration of the memorandum and articles, if any, of a company the Registrar shall certify under his hand that the company is registered, and the company shall come into existence and shall be capable of commencing business as from the date of the certificate: Duty of Registrar and effects of registration. Provided that if registration is obtained before the date fixed in the memorandum for the commencement of the company, the certificate shall indicate such date and the company shall come into existence and shall be capable of commencing business as from such later date.
All persons carrying on business in the name of a company in respect of which a certificate of registration has not been issued under this Ordinance or before the date indicated in a certificate of registration as the date on which a company shall come into existence shall be personally and jointly and severally liable for their dealings with third parties acting in good faith and shall have, as against one another and limitedly to property acquired from such business, such rights only as are by law conferred on joint owners. Where certificate of registration is not issued. 77.

(1)A company may by extraordinary resolution alter or add to its memorandum and articles: Alterations and additions to memorandum and articles. Amended by: I. 1965.4; XIII. 1983.5; L.N. 410 of 2007. Provided that (

i)(
ii)where the alteration consists in a change of the registered office in Malta of the company such alteration may be effected by a resolution of the directors; and where the alteration consists in the conversion of any shares into stock or in the reconversion of that stock into shares, such alteration may only be made if the shares to be converted are paid up shares and if the stock is reconverted into paid up shares, but, if the company is so authorised by its memorandum or articles, it may by ordinary resolution convert any paid up shares into stock and reconvert that stock into paid up shares of any denomination.

(2)It shall be the duty of the directors to deliver to the Registrar for registration and publication a copy of any resolution as aforesaid, authenticated in accordance with article 81, within fifteen days after the date of the resolution.

(3)Any alteration or addition to the memorandum or articles of a company shall not take effect, unless and until it is registered as provided in sub-article

(2).

(4)If default is made in complying with the provisions of subarticle

(2), every director of the company who is in default shall be liable to a penalty not exceeding four euro and sixty-six cents (4.66) for every day during which the default continues. Reduction of share capital. Amended by: XI. 1977.2; XXIV.1995.362. COMMERCIAL PARTNERSHIPS 78.

(1)Notwithstanding the provisions of the last foregoing article, where the alteration consists in a reduction of the share capital and such reduction involves either diminution of liability in respect of unpaid share capital or the payment to any member of any paid up share capital, any such reduction shall not take effect until three months from the date of the publication of the statement referred to in article 192

(1)(d) relating to the resolution effecting such alteration: Provided that if a creditor of the company whose debt existed prior to the registration of the reduction objects thereto by writ of summons filed within the period of three months reckoned as aforesaid and shows good cause why it should not take effect, the court shall either uphold the objection or allow the reduction on sufficient security being given.

(2)The Registrar of Courts shall without delay cause a copy of any writ of summons filed under sub-article

(1)and of any judgment given thereon to be served on the Registrar for registration and publication. Change of name of company.

Where a company changes its name under the provisions of article 77 the Registrar shall enter the new name on the register in place of the former name and shall issue a certificate of registration altered to meet the circumstances of the case. Alterations in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent.
Notwithstanding anything in the memorandum or articles of a company, no member shall be bound by any alteration made in the memorandum or articles after the date on which he became a member if and so far as the alteration requires him to subscribe for more shares than the number held by him at the date on which the alteration is made, or in any way increases his liability as at that date to contribute to the share capital of, or otherwise pay money to, the company: Provided that this article shall not apply in any case where the member agrees in writing, either before or after the alteration is made, to be bound thereby. Authentication of documents.
A document or proceeding requiring authentication by a company may be signed by a director, secretary or other authorised officer of the company. Share Capital and Debentures Issue of applications for shares in or debentures of a company to be made with a prospectus. Amended by: I. 1965.
82.

(1)It shall not be lawful to issue any form of application for shares in or debentures of a company unless the company is registered and the form is issued with a prospectus which complies with the requirements of the next following article: Provided that this article shall not apply to a form of application issued either (

a)in connection with a bona fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures; or (
b)in relation to shares or debentures which are not offered to the public. COMMERCIAL PARTNERSHIPS

(2)The issue of a prospectus or of a form of application for shares in or debentures of a company to existing members or debenture holders of the company shall not be deemed to be an offer to the public, whether an applicant will or will not have the right to renounce in favour of other persons. 83.

(1)Every prospectus shall be dated and shall state the matters specified in Part I of the Second Schedule hereto and set out the reports specified in Part II of that Schedule. Dating of prospectus and matters to be stated therein.

(2)A condition requiring or binding an applicant for shares or debentures to waive compliance with any requirement of this article or purporting to effect him with notice of any contract, document or matter not specifically referred to in the prospectus shall be void. 84. Any person responsible for the issue, circulation or distribution of a prospectus or for the issue of a form of application for shares or debentures, in contravention of any of the provisions of article 82 or of article 83

(1)shall be liable to a penalty not exceeding one thousand and one hundred and sixty-four euro and sixty-nine cents (1,164.69): Penalty. Amended by: I. 1965.6; XIII. 1983.5; L.N. 410 of 2007. Provided that a director or other person responsible for the prospectus shall not incur liability if (

a)as regards any matter not disclosed he proves that he was not cognizant thereof; or (
b)he proves that the contravention arose from an honest mistake of fact on his part; or (
c)the contravention was in respect of matters which, in the opinion of the court, were immaterial or otherwise such as ought, having regard to all the circumstances of the case, reasonably to be excused: Provided further that in the event of failure to include in a prospectus a statement with respect to matters specified in paragraph 16 of the Second Schedule hereto, no director or other person shall incur any liability in respect of the failure unless it be proved that he had knowledge of the matters not disclosed. 85.

(1)A prospectus including a statement purporting to be made by an expert shall not be issued unless (

a)the expert has given and has not, before delivery of a copy of the prospectus for registration, withdrawn his written consent to the issue thereof; and (
b)a statement that he has given and has not withdrawn his consent as aforesaid appears in the prospectus.

(2)If any prospectus is issued in contravention of the provisions of this article, every person who is knowingly a party to the issue thereof shall be liable to a penalty not exceeding one thousand and one hundred and sixty-four euro and sixty-nine cents (1,164.69).

(3)In this article the expression "expert" includes engineer, Prospectus including a statement by experts. Amended by: XIII. 1983.5; L.N. 410 of

COMMERCIAL PARTNERSHIPS valuer, accountant and any other person whose profession gives authority to a statement made by him. Registration of prospectus. Amended by: XIII. 1983.5; L.N. 410 of
86.

(1)No prospectus shall be issued unless, on or before the date of its publication, there has been delivered to the Registrar for registration a copy thereof signed by every person who is named therein as a director of the company, or by his agent authorised in writing, and having endorsed thereon or attached thereto (

a)any consent to the issue of the prospectus required by the last preceding article from any person as an expert; and (
b)a copy of any contract required by paragraph 14 of the Second Schedule hereto to be stated in a prospectus or, in the case of a contract not reduced in writing, a memorandum giving full particulars thereof.

(2)If a prospectus is issued in contravention of this article, every person who is knowingly a party to the issue of the prospectus shall be liable to a penalty not exceeding eleven euro and sixty-five cents (11.65) for every day from the date of the issue of the prospectus until a copy thereof is delivered as aforesaid with the required documents endorsed thereon or attached thereto. Restriction on alteration of terms mentioned in prospectus. 87. The terms of a contract referred to in the prospectus shall not, previously to the statutory meeting, be varied except subject to the approval of the said meeting. Civil liability for mis-statements in prospectus. 88.

(1)The persons who are responsible for or who have authorised the issue of a prospectus shall be jointly and severally liable for any damage sustained by a person subscribing for shares or debentures on the faith of that prospectus, by reason of any untrue statement included therein: Provided that a person who has given the consent required by article 85 shall not be liable as a person who has authorised the issue of a prospectus except in respect of an untrue statement made by him as an expert.

(2)No person shall be liable under this article if (

a)he proves that he had reasonable grounds to believe and did, up to the time of the allotment of the shares or debentures believe, that the statement was true; or (
b)he proves, as regards an untrue statement made by an expert, that he had reasonable grounds to believe and did, up to the time of the allotment of the shares or debentures believe, that the person making the statement was competent to make it; or (
c)on becoming aware of the untrue statement before any allotment is made under the prospectus, he gave reasonable public notice of the untruthfulness of the statement. COMMERCIAL PARTNERSHIPS 89.

(1)Where a company allots or agrees to allot any shares in or debentures of the company with a view to all or any of those shares or debentures being offered for sale to the public, any document by which the offer for sale to the public is made shall for all purposes be deemed to be a prospectus and all the rules relating to prospectuses shall apply and have effect accordingly. Document containing offer of shares or debentures for sale to be deemed prospectus.

(2)It shall be presumed, unless the contrary is proved, that the allotment or agreement to allot was made with a view to the shares or debentures being offered for sale to the public if it is shown (

a)that an offer for sale to the public was made within six months after the allotment or agreement to allot; or (
b)that at the date when the offer was made the whole consideration to be received by the company in respect of the shares or debentures had not been so received.

(3)Article 86 as applied by this article shall have effect (

a)as if it further required a prospectus to have attached thereto a copy of any contract under which the said shares or debentures have been or are to be allotted or, in the case of a contract not reduced in writing, a memorandum giving full particulars thereof; and (
b)as though the persons making the offer were persons named in the prospectus as directors of a company. 90. For the purposes of the foregoing provisions (
a)a statement included in a prospectus shall be deemed to be untrue if it is misleading in the form and context in which it is included; and (
b)a statement shall be deemed to be included in a prospectus if it is contained therein or in any document appearing on the face thereof or by reference incorporated therein or issued therewith. 91.

(1)No allotment shall be made of any share capital of a company offered to the public for subscription unless seventy-five per cent of the share capital so offered has been subscribed. Interpretation of provisions relating to prospectus. No allotment of share capital unless seventy-five per cent subscribed.

(2)Not less than ten per cent of the nominal amount of each share taken shall be paid up on allotment. 92. No allotment shall be made of shares in or debentures of a company in pursuance of a prospectus after the lapse of three months from the issue of the prospectus. No allotment after lapse of three months from issue of prospectus. 93.

(1)No allotment shall be made of any shares in or debentures of a company in pursuance of a prospectus and no proceedings shall be taken on applications made in pursuance of a prospectus until at least the beginning of the third working day or such later time (if any) as may be specified in the prospectus, after the publication in a daily newspaper of a notice stating that a prospectus has been issued. Time of the opening of the subscription lists.

(2)The beginning of the said third working day or such later COMMERCIAL PARTNERSHIPS time as aforesaid is hereafter in this Ordinance referred to as "the time of the opening of the subscription lists".

(3)In the application of this article to a prospectus offering shares or debentures for sale the foregoing sub-articles shall have effect with the substitution of references to sale for references to allotment. Revocability of applications for shares or debentures.

An application for shares in or debentures of a company which is made in pursuance of a prospectus shall not be revocable until after the expiration of the third working day after the time of the opening of the subscription lists, or the giving, before the e x p i r a t i o n o f t h e s a i d t h i r d w o r k i n g d a y, b y s o m e p e r s o n responsible under article 88 for the prospectus, of a public notice having the effect under that article of excluding the responsibility of the person giving it. Return as to allotments. Amended by: XIII. 1983.5; L.N. 410 of
95.

(1)Whenever a company makes any allotment of its shares, the company shall, within one month thereafter, deliver to the Registrar for registration (

a)a return of the allotments, stating the names and addresses of the allottees and the amount paid on each share; and (
b)in the case of shares allotted as fully or partly paid up otherwise than in cash, a contract in writing or a document containing the particulars of the contract, constituting the title of the allottee to the allotment, together with any contract of sale, or for services or other consideration in respect of which the allotment was made, and a return stating the number and nominal amount of shares so allotted, the extent to which they are to be treated as paid up, and the consideration for which they have been allotted; and (
c)where applicable, a declaration that the requirements of article 91 have been complied with.

(2)If default is made in complying with this article, every officer of the company who is in default shall be liable to a penalty not exceeding four euro and sixty-six cents (4.66) for every day during which the default continues. Company may not hold its own shares. 96.

(1)It shall not be lawful for a company to hold any of its own shares.

(2)Where under any provision contained in the memorandum or articles of a company any share is forfeited to the company, any such share shall, until disposed of or until the forfeiture is cancelled, carry no voting rights. COMMERCIAL PARTNERSHIPS 97.

(1)It shall not be lawful for a company (

a)to hold shares in a company which is its holding company; or (
b)to give, whether directly or indirectly, and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the company, or, where the company is a subsidiary company, in its holding company. Company may not hold shares in its holding company nor provide financial assistance for purchase of or subscription for its own, or its holding company’s shares. Amended by: I.1965.7.

(2)For the purposes of this Ordinance a company shall be deemed to be a subsidiary of another (in this Ordinance referred to as the "holding company") only if (

a)that other either (
i)holds more than half in nominal value of its issued share capital, excluding any part thereof which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution; or (
ii)is entitled to more than half its voting power; or (
b)the first mentioned company is a subsidiary of any company which is that other’s subsidiary. 98. It shall not be lawful for a company to pay a commission or make a discount or allowance to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares in the company, or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the company, unless - Conditions for payment of commissions, discounts, etc. (
a)authority therefor is given by the memorandum or articles; and (
b)the commission, discount or allowance does not exceed ten per cent of the price at which the shares are issued or the amount authorised by the memorandum or articles, whichever is the less; and (
c)in the case of shares offered to the public for subscription, the amount or rate per cent of the commission, discount or allowance as well as the number of shares which persons have agreed in consideration thereof to subscribe absolutely, are disclosed in the prospectus. 99.

(1)Where a company issues shares at a premium whether for cash or otherwise, a sum equal to the aggregate amount or value of the premiums on those shares shall be transferred to an account, to be called "the share premium account", and the provisions of this Ordinance relating to the reduction of the share capital of a company shall, except as provided in this article, apply as if the share premium account were paid up share capital of the company.

(2)The share premium account may, notwithstanding anything Application of premium received on issue of shares. COMMERCIAL PARTNERSHIPS in the foregoing sub-article, be applied by the company (

a)in paying up unissued shares of the company to be issued to members of the company as fully paid bonus shares; or (
b)in writing off the preliminary expenses of the company or the expenses of or the commission paid or discount allowed on, any issue of shares or debentures of the company; or (
c)in providing for the premium payable on redemption of any redeemable preference shares or of any debentures of the company. Redeemable preference shares. 100.

(1)Where a company, duly authorised by its memorandum or articles, issues preference shares which are, or at the option of the company are to be liable, to be redeemed (

a)no such shares shall be redeemed except out of the profits of the company which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purpose of the redemption; (
b)no such shares shall be redeemed unless they are fully paid; (
c)the premium, if any, payable on redemption must have been provided for out of the profits of the company or out of the company’s share premium account before the shares are redeemed; (
d)where any such shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall, out of profits which would otherwise have been available for dividend, be transferred to a reserve fund to be called "the capital redemption reserve fund", a sum equal to the nominal amount of the shares redeemed, and the provisions of this Ordinance relating to the reduction of the share capital of a company shall, except as provided in this article, apply as if the capital redemption reserve fund were paid up share capital of the company.

(2)The capital redemption reserve fund may, notwithstanding anything in this article, be applied by the company in paying up unissued shares of the company to be issued to members of the company as fully paid bonus shares. Rights of holders of special classes of shares and variations thereof. Amended by: XXIV.1995.362. 101.

(1)If, in the case of a company the share capital of which is divided into different classes of shares, provision is made by the memorandum or articles for authorising the variation of the rights attached to any class of shares in the company, subject to the consent of any specified proportion of the holders of the issued shares of that class or the sanction of a resolution passed at a separate meeting of the holders of those shares, and in pursuance of the said provision the rights attached to any such class of shares are at any time varied, the holders of not less in the aggregate than COMMERCIAL PARTNERSHIPS fifteen per cent of the issued shares of that class, being persons who did not consent to or vote in favour of the resolution for the variation, may by writ of summons filed within twenty-one days of the consent or the resolution, demand that the variation shall not have effect.

(2)On any such demand the court, if it is satisfied, having regard to all circumstances of the case, that the variation would unfairly prejudice the shareholders of the class represented by the plaintiff, shall disallow the variation.

(3)The Registrar of Courts shall without delay cause a copy of any writ of summons filed under sub-article

(1)and of any judgment given thereon to be served on the Registrar of Partnerships for registration.

(4)Articles 77

(2)and

(4)shall apply to any consent or resolution given or taken in terms of sub-article

(1).

Each share in a company shall be distinguished by its appropriate number: Numbering of shares. Provided that, if at any time all the issued shares in a company, or all the issued shares therein of a particular class, are fully paid up and rank pari passu for all purposes, none of those shares need thereafter have a distinguishing number so long as it remains fully paid up and ranks pari passu for all purposes with all shares of the same class for the time being issued and fully paid up.
It shall not be lawful for a company to register a transfer of shares in or debentures of the company unless a proper instrument of transfer or an authentic copy thereof has been delivered to the company: Transfer of shares. Provided that nothing in this article shall prejudice any power of the company to register as shareholder or debenture holder any person to whom the right to any shares in or debentures of the company has been transmitted causa mortis.
On the application of the transferor of any share in or debenture of a company, the company shall enter in its register of members or of debentures, as the case may be, the name of the transferee in the same manner and subject to the same conditions as if the application for the entry were made by the transferee. Registration of transfer at request of transferor. 105.

(1)Every company shall, within two months after the allotment of any of its shares or debentures and within two months after the date on which a transfer of any such shares or debentures is lodged with the company, and within one month from the date on which any such shares or debentures transmitted causa mortis have been registered in the name of the person entitled to be registered as the holder thereof, deliver the certificates of all shares, the debentures and the certificates of all debenture stock allotted, transferred or transmitted causa mortis to the persons entitled thereto, unless the conditions of issue of the shares or debentures otherwise provide. Issue of certificates. Amended by: XIII. 1983.5; L.N. 410 of 2007.

(2)The expression "transfer" for the purposes of this article COMMERCIAL PARTNERSHIPS means a transfer duly stamped and otherwise valid, and does not include such a transfer as the company is for any reason entitled to refuse to register and does not register.

(3)If default is made in complying with any of the provisions of this article, every officer of the company who is in default shall be liable to a penalty not exceeding four euro and sixty-six cents (4.66) for every day during which the default continues. Share warrants. 106.

(1)A company, if so authorised by its memorandum or articles, may, with respect to any fully paid up shares, issue a warrant, in this Ordinance referred to as a "share warrant", stating that the bearer of the warrant is entitled to the shares therein specified and may provide, by coupons or otherwise, for the payment of the future dividends on shares included in the warrant.

(2)The shares specified in a share warrant may be transferred by the delivery of the warrant. Register of members. Amended by: XIII. 1983.5; L.N. 410 of 2007. 107.

(1)Every company shall keep a register of its members and enter therein the following particulars: (

a)the names and addresses of the members and a statement of the shares held by each member, distinguishing each share by its number, so long as the share has a number, and of the amount paid or agreed to be considered as paid on the shares of each member; (
b)the date at which each person was entered in the register as a member; and (
c)the date at which any person ceased to be a member: Provided that on the issue of a share warrant the company shall strike out of its register of members the name of the member then entered therein as holding the shares specified in the warrant and shall enter in place of the aforesaid requirements the following particulars: (
i)(
ii)(iii) the fact of the issue of the warrant; a statement of the shares included in the warrant, distinguishing each share by its number so long as the share has a number; and the date of the issue of the warrant: Provided further that where the company has converted any of its shares into stock and has registered the conversion with the Registrar as provided in article 77

(2), the register shall show the amount of stock held by each member instead of the amount of shares and the particulars relating to shares specified in paragraph (a) of this sub-article.

(2)The register of members shall be kept at the registered office of the company.

(1)Every company shall keep a register of debentures and enter therein the names and addresses of the registered holders and particulars of the debentures held by them respectively.

(2)The register of debentures shall be kept at the registered office of the company. Register of debentures. Amended by: XIII. 1983.5; L.N. 410 of 2007.

(3)If default is made in complying with any requirement of this article, every officer of the company who is in default shall be liable to a penalty not exceeding one hundred and sixteen euro and forty-seven cents (116.47). 109. Except when duly closed under the provisions of this Ordinance, and subject to such reasonable restrictions as the company in general meeting may impose (

a)the register of members shall be open to the inspection of any member without charge; and (
b)the register of debentures shall be open to the inspection of the registered holders of any such debentures and of any member of the company without charge, and of any other person on payment of a fee of twelve cents (0.12) or such less sum as may be prescribed by the company, for each inspection. 110.

(1)A company may, on giving notice by advertisement in a daily newspaper, close the register of members for any period or periods not exceeding in the whole thirty days in each year. Inspection of registers. Amended by: XIII. 1983.5; L.N. 410 of 2007. Power to close registers.

(2)The register of debentures may be closed in accordance with the provisions contained in the memorandum or articles or in the debentures or, in the case of debenture stock, in the stock certificates, during such period or periods, not exceeding in the whole thirty days in any one year, as may be therein specified. Management and Administration 111.

(1)Every company shall within a period of not less than two months nor more than three months from the date at which the company is entitled to commence business, hold a general meeting of the members of the company, which shall be called the "statutory meeting": Provided that where a company has, within the aforesaid period of two months, issued a prospectus inviting the public to subscribe for its shares, the statutory meeting shall be held not less than one month nor more than three months from the date at which any allotment of its shares has been made under that prospectus.

(2)The directors shall, at least fourteen days before the day on which the meeting is held, forward a report (in this Ordinance referred to as the "statutory report") to every member of the company: Provided that if the statutory report is forwarded later than is required by this sub-article, it shall, notwithstanding that fact, be deemed to have been duly forwarded if it is so agreed by all the members entitled to attend and vote at the meeting. Statutory meeting. COMMERCIAL PARTNERSHIPS

(3)The statutory report shall be certified by two of the directors of the company or, if there is only one director, by that director, and shall state: (

a)the total number of shares allotted, distinguishing shares allotted as fully or partly paid up otherwise than in cash, and stating, in the case of shares partly paid up, the extent to which they are so paid up, and, in either case, the consideration for which they have been allotted; (
b)the total amount of cash received by the company in respect of all the shares allotted, distinguished as aforesaid; (
c)an abstract of the receipts of the company and of the payments made thereout, up to a date within seven days of the date of the report, exhibiting under distinctive headings the receipts of the company from shares and debentures and other sources, the payments made thereout, and particulars concerning the balance remaining in hand, and an account or estimate of the preliminary expenses of the company; and (
d)the particulars of any contract the modification of which is to be submitted to the meeting for its approval, together with the particulars of the modification or proposed modification.

(4)The directors shall cause a copy of the statutory report certified as required by this article, to be delivered to the Registrar for registration forthwith after the sending thereof to the members of the company.

(5)The members present at the meeting shall be at liberty to discuss any matter arising out of the statutory report, whether previous notice has been given or not, but no resolution of which notice has not been given in accordance with the articles may be passed.

(6)The meeting may adjourn from time to time, and at any adjourned meeting any resolution of which notice has been given in accordance with the articles, either before or subsequently to the former meeting, may be passed, and the adjourned meeting shall have the same powers as an original meeting. Holding of annual general meeting.

Every company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of the company and that of the next: Provided that so long as a company holds its first annual general meeting within eighteen months of its registration it need not hold it in the year of its registration or in the following year. COMMERCIAL PARTNERSHIPS
If default is made in complying with the provisions of articles 111 and 112, every officer of the company who is in default shall be liable to a penalty not exceeding one hundred and sixteen euro and forty-seven cents (116.47). Penalty. Amended by: XIII. 1983.5; L.N. 410 of
114.

(1)The directors of a company shall, on the requisition of members of the company holding at the date of the deposit of the requisition not less than one-tenth of such of the paid up share capital of the company as at the date of the deposit carried the right of voting at general meetings of the company, forthwith proceed duly to convene an extraordinary general meeting of the company. Convening of extraordinary general meeting on requisition.

(2)The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the registered office of the company and may consist of several documents in like form each signed by one or more requisitionists.

(3)If the directors do not within twenty-one days from the date of the deposit of the requisition proceed duly to convene a meeting, the requisitionists may themselves convene a meeting in the same manner, as nearly as possible, as that in which meetings are to be convened by the directors, but a meeting so convened shall not be held after the expiration of three months from the date of the deposit of the requisition.

(4)Any reasonable expense incurred by the requisitionists by reason of the failure of the directors duly to convene a meeting shall be repaid to the requisitionists by the company, and any sum so paid shall be retained by the company out of any sums due or to become due from the company by way of fees or other remuneration in respect of their services to such of the directors as were in default. 115. A general meeting of a company shall be deemed not to have been duly convened unless at least fourteen days’ notice has been given in writing, and any provision in the company’s memorandum or articles shall be construed as requiring fourteen days’ notice in writing in so far as it provides for the calling of a meeting of a company (other than an adjourned meeting) by a shorter notice: Length of notice for calling meetings. Provided that a meeting of the company shall, notwithstanding that it is called by a shorter notice, be deemed to have been duly convened if it is so agreed by all the members entitled to attend and vote thereat. 116. The following provisions shall have effect in so far as the articles of a company do not make other provisions in that behalf: (

a)notice of the meeting of a company shall be served on every member of the company in the manner in which notices are required to be served by the First Schedule to this Ordinance; (
b)two members personally present shall be a quorum; (
c)any member elected by the members present at a meeting may be chairman thereof; General provisions as to meetings and votes. Amended by: XIII. 1983.5; L.N. 410 of 2007. COMMERCIAL PARTNERSHIPS (
d)every member shall have one vote in respect of each share or each twenty-three euro and twenty-nine cents (23.29) of stock held by him. Power of court to order meeting. 117. If for any reason it is impracticable to call a meeting of a company in any manner in which meetings of the company may be called, or to conduct the meetings of that company in the manner prescribed by the articles or this Ordinance, the court may, either of its own motion or on the application of any director of the company or of any member of the company who would be entitled to vote at the meeting, order a meeting of the company to be called, held and conducted in such manner as the court thinks fit, and where any such order is made, may give such ancillary or consequential directions as it thinks expedient, including a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting. Proxies. Amended by: I. 1965.8. 118.

(1)Any member entitled to attend and vote at a meeting of the company or at a meeting of any class of members of the company shall be entitled to appoint another person (whether a member or not) as his proxy to attend and vote instead of him, and a proxy so appointed shall have the same right as the member to speak at the meeting and to demand a poll.

(2)The appointment of a proxy shall be in writing.

(3)In every notice calling a meeting of a company there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy and that a proxy need not also be a member. Right to demand a poll. 119. Any provision contained in a company’s memorandum or articles shall be void in so far as it would have the effect either (

a)of excluding the right to demand a poll at a general meeting on any question other than the election of the chairman of the meeting or the adjournment of the meeting; or (
b)of making ineffective a demand for a poll on any such question which is made either (
i)by not less than five members having the right to vote at the meeting; or (
ii)by a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or (iii) by a member or members holding shares in the company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right. Extraordinary resolutions. 120. A resolution shall be an extraordinary resolution where (
a)it has been taken at a general meeting of which notice COMMERCIAL PARTNERSHIPS specifying the intention to propose the resolution as an extraordinary resolution has been duly given; and (
b)it has been passed by a number of members having the right to attend and vote at any such meeting holding in the aggregate not less than fifty-one per cent in nominal value of the shares conferring that right or such other higher percentage as the memorandum or articles may prescribe. 121.

(1)The business of a company shall be managed by one or more directors, who may exercise all such powers of the company as are not, by this Ordinance or by the memorandum or articles of the company, required to be exercised by the company in general meeting. Directors.

(2)Unless otherwise provided in the memorandum or articles of a company any two of the directors, or, if there is only one director, that director, shall represent the company. 122.

(1)A person shall not be capable of being appointed director of a company by the memorandum unless, before the registration of the memorandum, he has by himself or by his agent authorised in writing - Restrictions on appointment of director. (

a)signed and delivered to the Registrar for registration consent in writing to act as such director; and (
b)either signed the memorandum for a number of shares not less than his qualification, if any, or signed and delivered to the Registrar for registration an undertaking in writing to take from the company and pay for his qualification shares, if any.

(2)Without prejudice to the aforesaid restrictions, where a director is, by the memorandum or articles of a company, required to hold a specified share qualification, and is not already qualified, he shall vacate his office if he fails to obtain his qualification within two months after his appointment, or such shorter time as may be fixed by the memorandum or articles, or if at any time thereafter he ceases to hold his qualification; and he shall be incapable of being reappointed director of the company until he has obtained his qualification.

(3)For the purposes of any provision in the memorandum or articles requiring a director or manager to hold a specified share qualification the bearer of a share warrant shall not be deemed to be the holder of the shares specified in the warrant. 123.

(1)A company may by ordinary resolution remove a director before the expiration of his period of office, notwithstanding anything in its memorandum or articles or in any agreement between it and him.

(2)On receipt of a notice of an intended resolution to remove a director under this article the company shall forthwith send a copy thereof to the director concerned and the director (whether or not he is a member of the company) shall be entitled to be heard on the Removal of directors. COMMERCIAL PARTNERSHIPS resolution at the meeting.

(3)A vacancy created by the removal of a director under this article, if not filled at the meeting at which he is removed, may be filled as a casual vacancy.

(4)Nothing in this article shall be taken as depriving a person removed thereunder of compensation or damages payable to him in respect of the termination of his appointment as director or of any appointment terminating with that as director or as derogating from any power to remove a director which may exist apart from this article. Casual vacancy. 124.

(1)A casual vacancy may be filled by the continuing director or directors, and, without prejudice to the aforesaid powers of the directors, it may be filled by the company in general meeting.

(2)A person appointed by the directors to fill a casual vacancy shall hold office until the next following annual general meeting and shall be eligible for re-election, but shall not be taken into account in determining the directors who are to retire by rotation at that meeting.

(3)A person appointed to fill a casual vacancy by the company in general meeting shall be treated, for the purpose of determining the time at which he or any other director is to retire, as if he had become director on the day on which the person in whose place he is appointed was last appointed director. Disqualification for appointment as director. Substituted by: IV. 1991.2. 125. A person shall not be qualified for appointment or hold office as director of a company if - Director may not compete with company. 126.

(1)A director may not, in competition with the company and without the approval of the company given at a general meeting, carry on business on his own account or on account of others or be a partner with unlimited liability in another partnership. (

a)he is interdicted or incapacitated or is an undischarged bankrupt; or (
b)he has been convicted of any of the crimes affecting public trust or of theft or of fraud or of knowingly receiving property obtained by theft or fraud.

(2)Where a director acts in violation of the prohibition contained in this article, the company may, at its option, either take action for damages and interest against him or demand payment of any profits made by him in contravention of this article. Prohibition of loans, etc., to directors. 127. It shall not be lawful for a company (

a)to make a loan to any person who is its director or a director of its holding company, or to enter into any guarantee or provide any security in connection with a loan made to such a person as aforesaid by any other person: COMMERCIAL PARTNERSHIPS - Provided that nothing in this article shall apply either (
i)to anything done, with the approval of the company given at a general meeting, to provide any such person as aforesaid with funds to meet expenditure incurred or to be incurred by him for the purposes of the company or for the purpose of enabling him properly to perform his duties as an officer of the company; or (
ii)in the case of a company whose ordinary business includes the lending of money or the giving of guarantees in connection with loans made by other persons, to anything done by the company in the ordinary course of that business; (
b)to make to any director of the company any payment by way of compensation for loss of office, or as consideration for or in connection with his retirement from office, without particulars with respect to the proposed payment (including the amount thereof) being disclosed to members of the company and the proposal being approved by the company in general meeting. 128.

(1)It shall be the duty of a director of a company who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the company to declare the nature of his interest to the other directors either at the meeting of the directors at which the question of entering into the contract is first taken into consideration, or, if the director was not at the date of that meeting interested in the contract or proposed contract, at the next meeting of the directors held after he became so interested. Duty of director to disclose interest in a contract with company. Amended by: XIII. 1983.5; L.N. 410 of 2007.

(2)Any director who fails to comply with the provisions of this article shall be liable to a penalty not exceeding one thousand and one hundred and sixty-four euro and sixty-nine cents (1,164.69). 129.

(1)Every company shall send to the Registrar for registration and publication a return of any change among its directors, specifying the date of the change, within fourteen days from the happening thereof.

(2)If default is made in complying with sub-article

(1), every officer of the company who is in default shall be liable to a penalty not exceeding four euro and sixty-six cents (4.66) for every day during which the default continues. 130.

(1)The liability of the directors in damages for any breach of duty shall be joint and several: Provided that where a particular duty has been entrusted to one or more of the directors, only such director or directors shall be liable in damages.

(2)A director shall not be liable for the acts of his co-directors if he proves either - Return as to changes among directors. Amended by: XIII. 1983.5; L.N. 410 of 2007. Joint and several liability of directors. COMMERCIAL PARTNERSHIPS (

a)that he did not know of the breach of duty before or at the time of its occurrence and that on becoming aware of it after its occurrence he signified forthwith to the co-directors his dissent in writing; or (
b)that, knowing that the co-directors intended to commit a breach of duty, he took all reasonable steps to prevent it. Provisions as to liability of officers and auditors. 131. Any provision, whether contained in the memorandum or articles of a company or in any contract with a company or otherwise for exempting any officer of the company or any person employed by the company as auditor from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise be attached to him in respect of negligence, default or breach of duty of which he may be guilty in relation to the company shall be void: Provided that a company may, in pursuance of any such provision as aforesaid, indemnify any such officer or auditor against any liability incurred by him in defending any proceedings in which judgment is given in his favour or in which he is acquitted. Minutes of proceedings. Amended by: XIII. 1983.5; L.N. 410 of 2007. 132.

(1)Every company shall cause minutes of all proceedings of general meetings and all proceedings at meetings of its directors to be entered in books kept for that purpose.

(2)Any such minute, if purporting to be signed by the chairman of the meeting at which the proceedings were held, or by the chairman of the next succeeding meeting, shall be evidence of the proceedings.

(3)The books containing the minutes of proceedings of any general meeting of a company shall be kept at the registered office of the company, and shall, during business hours (subject to such reasonable restrictions as the company may by its articles or in general meeting impose) be open to the inspection of any member without charge.

(4)If a company fails to comply with the requirements of subarticles

(1)and

(3), every officer of the company who is in default shall be liable to a penalty not exceeding one hundred and sixteen euro and forty-seven cents (116.47). Keeping of books of account. 133.

(1)A company shall be deemed to comply with the requirements of articles 13 to 18 of the Commercial Code if it keeps proper books of account with respect to (

a)all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place; (
b)all sales and purchases of goods by the company; (
c)the assets and liabilities of the company.

(2)For the purposes of sub-article

(1), proper books of account shall not be deemed to be kept with respect to the matters aforesaid COMMERCIAL PARTNERSHIPS if there are not kept such books as are necessary to give a true and fair view of the state of the company’s affairs and to explain its transactions.

(3)The books of account shall be kept at the registered office of the company or at such other place as the directors think fit, and shall be at all times open to inspection by the directors: Provided that if books of account are kept at a place outside Malta there shall be sent to, and kept at a place in, Malta and be at all times open to the inspection of the directors such accounts and returns with respect to the business dealt with in the books of account so kept as will disclose with reasonable accuracy the financial position of that business at intervals not exceeding six months and will enable to be prepared, in accordance with this Ordinance, the company’s balance sheet and its profit and loss account. 134.

(1)The directors of every company shall, not later than eighteen months after its registration and subsequently once at least in every calendar year, lay before the company in general meeting a profit and loss account for the period, in the case of the first account since the registration of the company, and, in any other case, since the preceding account, made up to a date not earlier than the date of the meeting by more than nine months. Profit and loss account and balance sheet.

(2)The directors shall cause to be made out in every calendar year, and to be laid before the company in general meeting, a balance sheet as at the date to which the profit and loss account is made up. 135.

(1)Every balance sheet of a company shall give a true and fair view of the state of affairs of the company as at the end of its financial year, and every profit and loss account shall give a true and fair view of the profit and loss of the company for the financial year.

(2)Without prejudice to the general requirements of sub-article

(1)or to any other requirement of this Ordinance, and save as expressly provided in Part II of the Third Schedule hereto, a company’s balance sheet and profit and loss account shall comply with the requirements of the said Third Schedule, so far as applicable thereto.

(3)The accounts which, in pursuance of this Ordinance, are to be laid before every company in general meeting shall contain particulars showing (

a)the amount of any loans which during the period to which the accounts relate have been made by the company or by any other person under a guarantee from or a security provided by the company to any director or officer of the company, including any such loans which were repaid during the same period; (
b)the amount of any loans made in the manner aforesaid to any director or officer at any time before the period aforesaid and outstanding at the expiration thereof; General provisions as to contents and form of accounts. COMMERCIAL PARTNERSHIPS (
c)the total amount paid to the directors or past directors as remuneration for their services, inclusive of all fees, percentages, compensation for loss of office, pensions, superannuation allowances or gratuities or similar payments, or other emoluments paid to them by, or receivable by them from, the company or any subsidiary thereof. Signing of balance sheet. 136.

(1)Every balance sheet of a company shall be signed on behalf of the board by two of the directors of the company, or, if there is only one director, by that director.

(2)The profit and loss account shall be annexed to the balance sheet, and the auditor’s report shall be attached thereto.

(3)Any accounts so laid shall be approved by the board of directors before the balance sheet is signed on their behalf. Directors’ report to be attached to balance sheet.

There shall be attached to every balance sheet laid before a company in general meeting a report by the directors with respect to the company’s affairs, the amount, if any, which they recommend should be paid by way of dividend, and the amount, if any, which they propose to carry to reserves within the meaning of the Third Schedule to this Ordinance. Inspection of accounts.
Every balance sheet, including every document required by law to be annexed, which is to be laid before a company in general meeting, together with the auditor ’s report, shall be open to inspection at the registered office of the company, by any member or debenture holder of the company for at least ten days immediately preceding the meeting at which it is to be laid before the company and until approved by the company in general meeting. Penalty. Amended by: XIII. 1983.5; L.N. 410 of
If default is made in complying with any of the requirements of articles 13 to 18 of the Commercial Code or of article 133, as the case may be, or with any of the requirements of articles 134 to 138, any person being a director of a company who fails to take all reasonable steps to secure compliance by the company with the aforesaid requirements shall in respect of each default, be liable to a penalty not exceeding four hundred and sixtyfive euro and eighty-seven cents (465.87): Provided that it shall be a defence to prove that he had reasonable grounds to believe and did believe that a competent and reliable person was charged with the duty of seeing that the aforesaid requirements were complied with and was in a position to discharge that duty. Appointment and remuneration of auditors. Amended by: XXIV.1995.
140.

(1)Every company shall at each annual general meeting appoint an auditor or auditors to hold office from the conclusion of that, until the conclusion of the next, annual general meeting.

(2)Where at an annual general meeting no auditors are appointed, the vacancy shall be filled by the Judge of the Civil Court, First Hall, on an application made by any of the directors or by any member of the company, and the auditors so appointed shall COMMERCIAL PARTNERSHIPS hold office until the conclusion of the next following annual general meeting.

(3)The first auditor or auditors of the company may be appointed by the directors at any time before the first annual general meeting, and auditors so appointed shall hold office until the conclusion of that meeting, unless they are previously removed and others are appointed in their place by the company in a general meeting.

(4)The directors may fill any casual vacancy in the office of an auditor, but while any such vacancy continues the surviving or continuing auditor or auditors, if any, may act.

(5)The remuneration of the auditors of a company (

a)in the case of an auditor appointed by the directors or by the Judge of the Civil Court, First Hall, may be fixed by the directors or by the Judge, as the case may be; (
b)subject to the foregoing paragraph, shall be fixed by the company in general meeting or in such manner as the company in general meeting may determine. For the purposes of this sub-article, any sum paid by the company in respect of the auditor’s expenses shall be deemed to be included in the expression "remuneration". 141.

(1)A person shall not be qualified for appointment as auditor of a company unless he is an individual who holds a warrant to act as auditor issued under the Accountancy Profession Act, or is a partnership of auditors duly registered under the said Act and (

a)in the case of an individual, he is not (
i)an officer or servant of the company; or (
ii)a partner or in the employment of an officer or servant of the company; or (iii) related by consanguinity or affinity in the direct line, or, up to the third degree, in the collateral line, to any officer of the company; (
b)in the case of a partnership none of the partners is an individual who is not qualified to be appointed as auditor of the company. Disqualification for appointment as auditor. Amended by: L.N. 4 of 1963; I. 1965.9. Substituted by: XXVIII. 1979.16.

(2)The provisions of sub-article

(1)in regard to the appointment of an auditor shall also apply in regard to the holding of such appointment. 142.

(1)The auditors shall make a report to the members on the accounts examined by them, and on every balance sheet and profit and loss account laid before the company in general meeting during their tenure of office, and the report shall contain statements as to the following matters: (

a)whether they have obtained all the information and explanations which to the best of their knowledge and Auditor’s report. COMMERCIAL PARTNERSHIPS belief were necessary for the purposes of their audit; (
b)whether, in their opinion, proper books of account have been kept by the company, so far as appears from their examination of those books, and proper returns adequate for the purposes of their audit have been received from branches not visited by them; (
c)whether the company’s balance sheet and profit and loss account dealt with by the report are in agreement with the books of account and returns; (
d)whether, in their opinion and to the best of their knowledge and according to the explanations given to them, the said accounts give the information required by this Ordinance in the manner as required and give a true and fair view, in the case of the balance sheet, of the company’s affairs as at the end of its financial year, and, in the case of the profit and loss account, of the profit or loss for its financial year.

(2)The auditor’s report shall be read before the company in general meeting. Right of access to books and to attend at general meetings. 143.

(1)Every auditor of a company shall have a right of access at all times to the books and accounts and vouchers of the company and shall be entitled to require from the officers of the company such information and explanations as he thinks necessary for the performance of the duties of the auditors.

(2)The auditors of a company shall be entitled to attend any general meeting of the company and to receive all notices of, and other communications relating to, any general meeting which any member of the company is entitled to receive and to be heard at any general meeting which they attend on any part of the business of the meeting which concerns them as auditors. Annual return. 144.

(1)Every company shall, once at least in every year, make a return in the form set out in the Fourth Schedule to this Ordinance showing the matters therein specified as on the fourteenth day after the date of the annual general meeting for the year: Provided that (

a)a company need not make a return under this subarticle either in the year of its registration or, if it is not required by article 112 to hold an annual general meeting during the following year, in that year; (
b)where a company has converted any of its shares into stock and registered the conversion as provided in article 77

(2), the list shown in paragraph 3 of the Fourth Schedule must state the amount of stock held by each of the existing members instead of the amount of shares and the particulars relating to shares required by that paragraph; (c) the return may, in any year, if the return for either of COMMERCIAL PARTNERSHIPS the two immediately preceding years has given as at the date of that return the full particulars required by the said paragraph 3, give only such of the particulars required by that paragraph as relate to persons ceasing to be or becoming members since the date of the last return and to shares transferred since that date or to changes as compared with that date in the amount of stock held by a member.

(2)The annual return, duly completed, must be signed by at least one director of the company and forwarded to the Registrar for registration within forty-two days after the annual general meeting for the year. 145. There shall be annexed to the annual return, not being the annual return of a company whose objects are limited to the sole purposes of owning, managing, administering or, operating ships and transactions ancillary thereto: Documents to be annexed to annual return. Amended by: IV. 1991.3. (

a)a written copy, certified by at least one director of the company to be a true copy, of every balance sheet laid before the company in general meeting during the period to which the return relates (including every document required by law to be annexed to the balance sheet); and (
b)a copy, certified as aforesaid, of the report of the auditors on, and of the report of the directors accompanying, each such balance sheet. 146. If default is made in complying with the provisions of articles 144 and 145, every officer of the company who is in default shall be liable to a penalty not exceeding eleven euro and sixty-five cents (11.65) for every day during which the default continues. Penalty. Amended by: XIII. 1983.5; L.N. 410 of 2007. Private Companies 147.

(1)A private company is a company which by its memorandum or articles - Definition. (

a)restricts the right to transfer its shares; and (
b)limits the number of its members to fifty; and (
c)prohibits any invitation to the public to subscribe for any shares or debentures of the company.

(2)Where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this article, be treated as a single member. 148. The provisions of articles 106 and 111 and of articles 122

(1)and

(3)shall not apply to a private company. Provisions not applicable to private companies. 149.

(1)A private company shall be excepted from the requirements imposed by article 145 if, but only if - Exemption of private company from requirements of article 145, etc. Amended by: XXVIII. 1979.16; XXIV.1995.362. (

a)the conditions mentioned in the next following subarticle are satisfied at the date of the return and have been satisfied at all times since the commencement of COMMERCIAL PARTNERSHIPS this Ordinance; and (
b)there is sent with the return a certificate signed by at least one director of the company that to the best of his knowledge and belief the said conditions are and have been satisfied as aforesaid: Provided that if at any time it is shown that the said conditions are then satisfied in the case of a private company, the Judge of the Civil Court, First Hall, may, on the application of the company and after hearing any of the directors of the company and the Registrar, direct that, in relation to any subsequent annual returns of the company, it shall not be necessary for the said conditions to have been satisfied before that time, and the certificates sent with those returns shall in that event relate only to the period since that time.

(2)The said conditions are: (

a)that the number of persons holding debentures of the company is not more than fifty; and (
b)that no body corporate is the holder of, or has any interest in, any shares or debentures of the company or is a director of the company, and neither the company nor any of the directors is party or privy to an arrangement whereby the policy of the company is capable of being determined by persons other than the directors, members or debenture holders thereof.

(3)For the purposes of this article (

a)shares held by another private company which is itself excepted under this article shall not disqualify a company from being also so excepted if, taking all the following companies together, that is to say (
i)the company whose exemption is in question (hereinafter referred to as the "relevant company"); (
ii)any company holding shares to which this paragraph has to be applied in determining the relevant company’s right to be excepted as aforesaid; and (iii) any further company taken into account for the purposes of this paragraph in determining the right to be so excepted of any company holding any such shares as aforesaid, the total number of persons holding shares in those companies is not more than fifty, the companies themselves being disregarded; (
b)any interest of the company itself in any of its shares or debentures shall be disregarded; (
c)where two or more persons hold one or more shares in or debentures of a company jointly, they shall be treated as a single member or person.

(4)A company with respect to which the conditions mentioned COMMERCIAL PARTNERSHIPS in sub-article

(2)are satisfied and have been satisfied at all times since the commencement of this Ordinance or since the giving by the Judge of the Civil Court, First Hall, of a direction under the proviso to sub-article

(1)shall also be excepted from the provisions of article 127(a) and of article 141

(1)(

ii)and (iii). Dissolution and winding up 150. A company is dissolved (
a)when the period fixed for its duration expires; (
b)if the undertaking forming its objects is completed or cannot be completed; (
c)if the share capital of the company is reduced below the statutory minimum; (
d)if the number of members is reduced below two and remains so reduced for more than six months; (
e)if the company is adjudged bankrupt; (
f)if the company so resolves by extraordinary resolution; (
g)if, in the opinion of the court, there exist grounds of sufficient gravity to warrant dissolution; (
h)in such other cases for which provision is made in the memorandum or articles. 151.

(1)On the dissolution of a company, and in no case later than fifteen days after such dissolution, the directors shall deliver to the Registrar for registration and publication a notice of the dissolution: Provided that where a company is dissolved by order of the court notice of the dissolution shall be given as aforesaid by the Registrar of Courts. Dissolution of companies. Notice of dissolution and calling of meeting for appointment of liquidator. Amended by: XII. 1970.5; XXIV.1995.362.

(2)Except where a company is dissolved by a resolution taken at a general meeting and a liquidator is appointed at that meeting, the directors shall call a general meeting of the company, to be held not later than thirty days after the date of the dissolution, for the purpose of appointing one or more liquidators. 152.

(1)The liquidators shall be appointed, and may be removed from office, by an extraordinary resolution taken at a general meeting of the company: Provided that if a resolution submitted for the appointment of a person as liquidator fails to obtain the required majority, the directors shall, within ten days of the holding of the meeting, apply t o t h e c o u r t f o r t h e a p p o i n t m e n t o f a l i q u i d a t o r, a n d t h e appointment shall be made by the court: Provided further that a liquidator, whether appointed by the company or by the court, may be removed from office by order of the court on a demand, by writ of summons made by members of the company holding in the aggregate not less than one-tenth of the Appointment, removal and remuneration of liquidator. COMMERCIAL PARTNERSHIPS paid up share capital of the company, if the court is satisfied that there exist sufficient grounds to warrant his removal.

(2)The remuneration of the liquidator shall be fixed by the company in general meeting, subject nevertheless to the right of the liquidator to demand that it be fixed or varied by the court.

(3)All costs, charges and expenses properly incurred in the winding up, including the remuneration of the liquidator, shall be payable out of the assets of the company in priority to all other claims. Notice of appointment of liquidator.

The liquidator shall, within fourteen days after his appointment, deliver to the Registrar for registration and publication a notice of his appointment. Penalty. Amended by: XIII. 1983.5; L.N. 410 of
If default is made in complying with any of the requirements of articles 151, 152 and 153, every director or liquidator, as the case may be, who is in default shall be liable to a penalty not exceeding four euro and sixty-six cents (4.66) for every day during which the default continues. Powers of directors and convening of general meetings. 155.

(1)Until such time as a liquidator is appointed, the directors shall have power to perform such acts only as are of ordinary administration.

(2)On the appointment of a liquidator all the powers of the directors shall cease.

(3)After the appointment of a liquidator a general meeting of the company may be convened by the liquidator or liquidators in office, or, if the office is vacant, by any member of the company, in the manner provided by this Ordinance or by the articles. Applicability of articles 43, 44 and article 45

(1). 156. The provisions of articles 43 and 44 and of article 45

(1)shall apply to the winding up of a company with the substitution of references to directors for references to partners vested with the administration of the partnership in article 43, and with the substitution of references to an extraordinary resolution taken by the company in general meeting for references to partners in article 44, and with the substitution of references to members for references to partners in article 45

(1). Calls for payment of unpaid share capital. 157.

(1)Where the assets of a company are insufficient to meet its liabilities the liquidator may make calls on all or any of the members for payment of any unpaid share capital of the company which he considers necessary to satisfy the debts and liabilities of the company, and the costs, charges and expenses of winding up, and for the adjustment of the rights of the members among themselves; and in making a call the liquidator may take into consideration that some of the members may partly or wholly fail to pay the call.

(2)The liquidator may, on production of a list certified by him of the names of the members liable in payment of any calls and of the amounts due by each of them, apply to the court for the enforcement of any such calls by any of the means mentioned in article 273(a), (b) and (d) of the Code of Organization and Civil COMMERCIAL PARTNERSHIPS Procedure.

(3)Where a call is made under the provisions of this article, the person from whom a sum is due shall pay interest thereon from the day appointed for payment to the time of actual payment at the rate of six per cent per annum. 158.

(1)In the event of the winding up continuing for more than one year, the liquidator shall summon a general meeting of the company at the end of the first year from the commencement of the winding up, and of each succeeding year, and shall lay before the meeting an account of his acts and dealings and of the conduct of the winding up during the preceding year. Duties of liquidator where winding up continues for more than one year. Amended by: XIII. 1983.5; L.N. 410 of 2007.

(2)If the liquidator fails to comply with the provisions of this article, he shall be liable to a penalty not exceeding twenty-three euro and twenty-nine cents (23.29) in respect of each default. 159.

(1)As soon as the affairs of the company are wound up the liquidator shall make an account of the winding up and of his receipts and payments and shall draw up a scheme of distribution indicating the amount due in respect of each share from the assets of the company. Duties of liquidator when affairs have been completely wound up. Amended by: XIII. 1983.5; L.N. 410 of 2007.

(2)The liquidator shall cause the accounts to be audited by one or more auditors appointed by the company in general meeting, and shall, as soon as the account is audited, call a general meeting of the company for the purpose of laying before it the account, the scheme of distribution and the auditors’ report and giving any explanation thereof.

(3)Within one week after the meeting the liquidator shall send to the Registrar for registration a copy of the account and of the scheme of distribution signed by him, together with the auditor’s report and shall make a return to him of the holding of the meeting and of its date: Provided that, if a quorum is not present at the meeting, the liquidator shall, in lieu of the return hereinbefore mentioned, make a return that the meeting was duly summoned and that no quorum was present thereat.

(4)If the liquidator fails to comply with the requirements of sub-article

(3), he shall be liable to a penalty not exceeding eleven euro and sixty-five cents (11.65) for every day during which the default continues. 160. The accounts and scheme of distribution drawn up and audited in accordance with the provisions of the last foregoing article shall be deemed to have been approved by all the members of the company if no objection thereto is lodged, by writ of summons, by any member of the company, within three months from the date at which a copy thereof has been delivered to the Registrar as provided in sub-article

(3)of the last foregoing article. Approval of accounts and scheme of distribution. 161.

(1)On the approval of the accounts and of the scheme of distribution the liquidator shall deliver to the Registrar for registration a notice of such approval and the Registrar shall Name of company to be struck off the register. COMMERCIAL PARTNERSHIPS thereupon strike the name of the company off the register.

(2)The liquidator shall, together with the aforesaid notice, deliver the books and other documents of the company to the Registrar, who shall keep them for a period of ten years from the date at which the name of the company was struck off the register. PART VI CONVERSION AND AMALGAMATION OF PARTNERSHIPS Conversion of partnerships. 162.

(1)A partnership may, by complying with the requirements prescribed for the formation of the kind of partnership into which it is to be converted, be converted into a partnership of that kind.

(2)Where the partnership to be converted is either en nom collectif or en commandite the conversion may only be made with the consent of all the partners: Provided that where one or more limited partners holding in the aggregate not more than one-fourth of the total contribution of the limited partners, or one-tenth of the share capital of the partnership, have not given their consent, the partnership shall be entitled, for the purposes of the conversion, to liquidate and reimburse to the dissenting partner his interest in the partnership or to redeem the shares held by him on such terms as may be agreed or as the court, on a demand of either the partnership or the limited partner, thinks fit to order.

(3)Where the partnership to be converted is a company, the conversion may only be made if it has been approved by an extraordinary resolution taken at a general meeting of the company; and the company shall be entitled for the purpose of the conversion, to redeem the shares held by the dissenting members on such terms as may be agreed or as the court, on a demand of either the company or the dissenting members, thinks fit to order. Amalgamation of partnerships. 163. The provisions of article 162

(2)and

(3)shall apply to the amalgamation of any two or more partnerships, whether such an amalgamation is effected by the formation of a new partnership or by the merger of one or more partnerships into another existing partnership, with the substitution of references to amalgamation for references to conversion. Registration of the conversion or amalgamation of partnerships. 164.

(1)The resolution approving the conversion or amalgamation of partnerships together with the instruments giving effect to the resolution, or an authentic copy thereof, shall be delivered for registration and publication to the Registrar who, being satisfied that the requirements of article 162 or of article 163, as the case may be, have been complied with, shall register it.

(2)The aforesaid delivery shall be made by any of the partners or directors of the new partnership or of the continuing partnership, as the case may be. COMMERCIAL PARTNERSHIPS

Upon the conversion or amalgamation of one or more partnerships which has become effective either through the lapse of the period referred to in article 167 or, where objection is made under that article, by a decision of the court, the Registrar shall, where a partnership ceases to exist, strike the name of the partnership off the register and, where the circumstances so demand issue a certificate of registration altered to meet the circumstances of the case; and where a conversion or an amalgamation which has been registered under this article becomes ineffective by a decision of the court under article 167, the Registrar shall amend the registration accordingly. Where partnership ceases to exist on conversion or amalgamation. Substituted by: I. 1965.
The conversion of a partnership shall not discharge partners with unlimited liability from liability for the obligations of the partnership contracted prior to the registration of the conversion unless it is proved that the creditors of the partnership have given their consent to the conversion. Partners with unlimited liability to remain bound unless creditors consent to conversion. 167.

(1)The conversion or the amalgamation of two or more partnerships shall not take effect until three months from the date of the publication of the statement referred to in article 192

(1)(c) relating to the instrument effecting such conversion or amalgamation. Rights of creditors to oppose conversion or amalgamation. Amended by: XI.1977.2.

(2)During the aforesaid period of three months any creditor of the partnership whose debt existed prior to the registration of the conversion or of the amalgamation may by writ of summons object to the conversion or to the amalgamation, and, if he shows good cause why it should not take effect, the court shall either uphold the objection or allow the conversion or the amalgamation on sufficient security being given.

A continuing partnership or, where in consequence of amalgamation a new partnership is formed, the new partnership shall succeed to all the rights and liabilities of the partnership or partnerships ceasing to exist. Continuing or new partnership succeeds partnership ceasing to exist. PART VII ASSOCIATION EN PARTICIPATION
An association en participation is a contract whereby a person assigns to another person, for a valuable consideration contributed by the latter, a portion of the profits and losses of a business or of one or more commercial transactions. Definition.
Saving any agreement to the contrary, the associating party may not have other associates in the same business or transactions without the consent of his associates. Consent of associates required for admission of other associates. 171.

(1)In regard to third parties the ownership of, or other rights over, a thing contributed by an associate shall vest in the associating party. Relations of parties vis-a-vis third parties and among themselves.

(2)In the relations of the parties among themselves, saving any COMMERCIAL PARTNERSHIPS agreement that a thing contributed is to be restored in kind, the associate shall, on the termination of the association, be entitled to the reimbursement of the value of his contribution. Only associating party acquires rights and assumes obligations.

A third party shall acquire rights and assume obligations against and in favour only of the associating party. Rights of associating party and of associates.
The management of the business or of the transactions in respect of which the association was formed shall vest only in the associating party: Provided that the associate may, where it is so agreed and to the extent agreed, supervise such business or transactions: Provided further that the associate shall, in all cases, be entitled to an account of any transaction that is completed and, where the association lasts for more than one year, to an annual account of the management of the business or transactions in respect of which the association was formed. Liability of associate.
Unless otherwise agreed, the associate shall bear the losses in the same proportion in which he partakes in the profits, and his liability shall be limited to his contribution. Agreements allowed between parties.
Saving the provisions of the preceding articles, an association en participation may be formed in such manner, in such proportions of interests and upon such conditions as may be agreed upon by the parties. No formalities required for association en participation.
No written instrument is required for an association en participation and such associations are not subject to the formalities prescribed in regard to partnerships. PART VIII PARTNERSHIPS CONSTITUTED OR REGISTERED OUTSIDE MALTA Provisions as to establishment of place of business in Malta Application of articles 178 to
The next following five articles shall apply to all companies registered or incorporated outside Malta (hereinafter referred to as "oversea companies") which, after the commencement of this Ordinance, establish a place of business within Malta or which have, before the commencement of this Ordinance, established a place of business within Malta and continue to have a place of business within Malta at the commencement of this Ordinance. Documents, etc., to be delivered by oversea companies carrying on business in Malta. 178.

(1)Oversea companies which, after the commencement of this Ordinance, establish a place of business within Malta shall, within one month of the establishment of the place of business, deliver to the Registrar for registration and publication (

a)an authentic copy of the charter, statutes or memorandum and articles of the company or other instrument constituting or defining the constitution of the company, and, if the instrument is not written in COMMERCIAL PARTNERSHIPS the English or Maltese language, a certified translation thereof into either of such languages; (
b)a list of the directors and secretary, if any, of the company together with the following particulars, that is to say: (
i)in t

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