(i) in the case of an individual, his name and surname, his usual residential address, his nationality and his business occupation, if any, or, if he has no business occupation, particulars of any directorship he may hold; and (ii) in the case of a body corporate, its registered or corporate name and registered or principal office; (c) the names and addresses of some one or more persons resident in Malta authorised to represent the company in Malta.
\n
(2)Oversea companies which have, before the commencement of this Ordinance, established a place of business within Malta and continue to have an established place of business within Malta at the commencement of this Ordinance shall deliver to the Registrar for registration and publication the documents and particulars specified under sub-article (1)(a), (b) and (c) within three months of the commencement of this Ordinance.
\n
Art. 179
\n
179.If any alteration is made in (a) the charter, statutes or memorandum and articles of an oversea company or any such instrument as aforesaid; or (b) the directors or secretary of an oversea company or the particulars contained in the list of the directors and secretary; or (c) the names or addresses of the persons authorised to represent an oversea company in Malta, Return to be delivered by oversea company where documents, etc., altered. the company shall, within one month of any such alteration, deliver to the Registrar for registration and publication a return containing the particulars of the alteration, signed by a director, secretary or other authorised officer of the company.
\n
Art. 180
\n
180.(1) Every oversea company shall, in every calendar year, make out and deliver to the Registrar for registration a balance sheet and profit and loss account in such form, and containing such particulars and including such documents as, under the provisions of this Ordinance, the directors would, if the company had been a company registered under this Ordinance, be required to make out and lay before the company in general meeting:
\n
Provided that the Registrar may accept for registration a balance sheet and profit and loss account prepared in the form required under the law of the place of the company’s registration or incorporation if, in his opinion, such accounts give substantially the same information as, or greater information than, that required Accounts of oversea company.
\n
Substituted by:
\n
I. 1965.11.
\n
COMMERCIAL PARTNERSHIPS to be given in the accounts referred to in article 135.
\n
(2)Notwithstanding that the balance sheet and profit and loss account prepared in the form required under the law of the place of t h e c o m p a n y ’s r e g i s t r a t i o n o r i n c o r p o r a t i o n d o n o t g i v e substantially as much information as that required in the accounts referred to in article 135, the Registrar may, in his absolute discretion, nevertheless agree to accept such accounts for registration in compliance with sub-article (1); but in that event, subject as provided by sub-article (4), the company shall also deliver to the Registrar for registration (a) a profit and loss account made out as nearly as may be in the form and containing the particulars required by article 135 and giving a true and fair view of the profit and loss, during the period to which it relates, on the company’s operations in Malta as if such operations had been conducted by a separate company formed in Malta under this Ordinance; (b) a statement, as at the end of the period to which the profit and loss account referred to in paragraph (a) of this sub-article relates, showing the company’s assets locally situated in Malta classified distinguished and valued in accordance with the provisions of article 135 and Part I of the Third Schedule to this Ordinance, and the nature and amount of the specific charges on such assets; and (c) a report on the account and statement referred to in the foregoing paragraphs of this sub-article by an auditor qualified in accordance with article 141 stating that in his opinion and to the best of his information the accounts and statements are in accordance with the books and records of the company and give the information required by this Ordinance in the manner therein required and give a true and fair view of the matter therein stated:
\n
Provided that this sub-article shall not apply to any company which has at any time made in Malta any invitation to the public to acquire any of its shares or debentures or to deposit money with it.
\n
(3)In the profit and loss account referred to in article (2)(a), the company shall be entitled to make such apportionments and to add such notes and explanations as shall, in its opinion, be necessary or desirable in order to give a true and fair view of the profit or loss of its operations in Malta and for this purpose may debit a reasonable rate of interest on capital employed in Malta.
\n
(4)Notwithstanding that the Registrar agrees to accept a balance sheet and profit and loss account under sub-article (2) he may waive compliance with paragraphs (a), (b) and (c) of that subarticle or any of such paragraphs if satisfied that compliance therewith is impracticable having regard to the nature of the company’s operations in Malta.
\n
COMMERCIAL PARTNERSHIPS
\n
(5)If any such document as is mentioned in the foregoing subarticles is not written in the Maltese or English languages there shall be annexed to it a certified translation thereof into either of such languages.
\n
Art. 181
\n
181.Every oversea company shall (a) in every prospectus inviting subscriptions for its shares or debentures in Malta state the country in which the company is registered or incorporated; and (b) cause the name of the company and of the country in which the company is registered or incorporated to be stated in legible characters in all business letters, trade catalogues and trade circulars of the company.
\n
Other obligations of oversea company.
\n
Art. 182
\n
182.If an oversea company fails to comply with any of the foregoing provisions of this Part, any officer or agent 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), or, in the case of a continuing offence, eleven euro and sixty-five cents (11.65) for every day during which the default continues.
\n
Penalties.
\n
Amended by:
\n
XIII. 1983.5;
\n
L.N. 410 of 2007.
\n
Art. 183
\n
183.The next following four articles shall apply to all partnerships, other than companies, constituted outside Malta and having a legal personality distinct from that of their members (hereinafter referred to as \"oversea partnerships\") 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.
\n
Application of articles 184 to 187.
\n
Art. 184
\n
184.(1) Oversea partnerships 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 - Documents, etc., to be delivered by oversea partnerships carrying on business in Malta. (a) an authentic copy of the instrument constituting or defining the constitution of the partnership, and, if the instrument is not written in the English or Maltese language, a certified translation thereof into either of such languages; (b) a list of the persons vested with the administration or the representation of the partnership, and, in respect of each such person, his name and surname, his usual residential address, his nationality and his business occupation, if any; (c) the names and addresses of some one or more person resident in Malta authorised to represent the partnership in Malta.
\n
(2)Oversea partnerships which have, before the commencement of this Ordinance, established a place of business within Malta and continue to have an established place of business within Malta at the commencement of this Ordinance shall deliver to the Registrar for registration and publication the documents and COMMERCIAL PARTNERSHIPS particulars specified under article (1)(a), (b) and (c), within three months of the commencement of this Ordinance.
\n
Return to be delivered by oversea partnerships where documents, etc., altered.
\n
Art. 185
\n
185.If any alteration is made in (a) the instrument constituting or defining the constitution of an oversea partnership; or (b) the persons vested with the administration or the representation of an oversea partnership or the particulars contained in the list of such persons; or (c) the names or addresses of the persons authorised to represent an oversea partnership in Malta, the partnership shall, within one month of any such alteration, deliver to the Registrar for registration and publication a return containing the particulars of the alteration signed by a person vested with the representation of the partnership.
\n
Other obligations of oversea partnerships.
\n
Art. 186
\n
186.Every oversea partnership shall cause the name of the partnership and of the country in which the partnership is constituted to be stated in legible characters in all business letters, trade catalogues and trade circulars of the partnership.
\n
Penalties.
\n
Art. 187
\n
187.If an oversea partnership fails to comply with any of the foregoing provisions of this Part, all persons carrying on business in the name of the partnership shall be personally and jointly and severally liable for their dealings with third parties acting in good faith.
\n
Prospectuses Dating of prospectus and particulars to be contained therein.
\n
Amended by:
\n
XIII. 1983.5;
\n
L.N. 410 of 2007.
\n
Art. 188
\n
188.(1) It shall not be lawful for any person to issue, circulate or distribute in Malta any prospectus offering for subscription shares in or debentures of a company registered or incorporated or to be registered or incorporated outside Malta, whether the company has or has not established, or when constituted will or will not establish, a place of business in Malta unless the prospectus is dated and (a) contains particulars with respect to the following matters: (i) the instrument constituting or defining the constitution of the company; (ii) the enactments, or provisions having the force of an enactment, by or under which the registration or incorporation of the company was effected; (iii) an address in Malta where the said instrument, enactments or provisions, or copies thereof, and, if the same are not in the English or Maltese language, a certified translation thereof into either of such languages can be inspected; (iv) the date on which and the country in which the company was registered or incorporated; (v) whether the company has established a place of business in Malta, and, if so, the address of its COMMERCIAL PARTNERSHIPS principal office in Malta; (b) subject to the provisions of this article, states the matters specified in Part I of the Second Schedule to this Ordinance and sets out the report specified in Part II of that Schedule:
\n
Provided that the provisions of sub-paragraphs (i), (ii) and (iii) of paragraph (a) of this sub-article shall not apply in the case of a prospectus issued more than two years after the date at which the company is entitled to commence business, and, in the application of Part I of the Second Schedule for the purposes of this sub-article, paragraph 2 thereof shall have effect with the substitution for the reference to the articles, of a reference to the constitution of the company.
\n
(2)Any condition requiring or binding an applicant for shares or debentures to waive compliance with any requirement imposed by virtue of paragraph (a) or (b) of the foregoing sub-article, or purporting to affect him with notice of any contract, document or matter not specifically referred to in the prospectus, shall be void.
\n
(3)It shall not be lawful for any person to issue to any person in Malta a form of application for shares in or debentures of such a company or intended company as is mentioned in sub-article (1) unless the form is issued with a prospectus which complies with this Part and the issue whereof in Malta does not contravene the provisions of article 189:
\n
Provided that this sub-article shall not apply if it is shown that the form of application was issued in connection with a bona fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures.
\n
(4)In the event of non-compliance with or contravention of any of the requirements imposed by sub-article (1) (a) and (b), a director or other person responsible for the prospectus shall not incur any liability by reason of the non-compliance or contravention if the conditions under which a director or other person responsible for a prospectus is exempt from liability by article 84 are satisfied.
\n
(5)This article shall not apply to the issue to existing members or debenture holders of a company of a prospectus or form of application relating to shares in or debentures of the company, whether an applicant for shares or debentures will or will not have the right to renounce in favour of other persons, but, subject as aforesaid, this article shall apply to a prospectus or form of application whether issued on or with reference to the formation of a company or subsequently.
\n
(6)Any person who is knowingly 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 this article shall be liable to a fine not exceeding one thousand and one hundred and sixty-four euro and sixty-nine cents (1,164.69).
\n
COMMERCIAL PARTNERSHIPS Application of articles 85, 86 and 88.
\n
Art. 189
\n
189.Articles 85, 86 and 88 shall extend to every prospectus issued, circulated or distributed in Malta offering for subscription shares in or debentures of a company registered or incorporated or to be registered or incorporated outside Malta, whether the company has or has not established, or when formed will or will not establish, a place of business in Malta.
\n
Interpretation of provisions as to prospectuses.
\n
Art. 190
\n
190.(1) Where any document by which any shares in or debentures of a company registered or incorporated outside Malta are offered for sale to the public would, if the company concerned had been a company registered under this Ordinance, have been deemed by virtue of article 89 to be a prospectus, that document shall be deemed to be a prospectus for the purposes of this Part.
\n
(2)An offer of shares or debentures for subscription or sale to any person whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, shall not be deemed an offer to the public for the purposes of this Part.
\n
PART IX
\n
GENERAL Power of Prime Minister to appoint Registrar.
\n
Amended by:
\n
L.N. 4 of 1963.
\n
Art. 191
\n
191.The Prime Minister shall appoint a person to be Registrar of Partnerships and may appoint persons to assist such Registrar, conferring on any such persons all or any of the powers of the Registrar under this Ordinance.
\n
Additional duties of Registrar.
\n
Amended by:
\n
I.1965.12;
\n
XII.1970.6.
\n
Substituted by:
\n
IV. 1991.4.
\n
Amended by:
\n
XXIV.1995.362.
\n
Art. 192
\n
192.(1) In addition to the other duties prescribed by this Ordinance, it shall be the duty of the Registrar (a) to ensure compliance with any provision of this Ordinance requiring an act to be done or to be omitted to be done under a penalty; (b) to institute proceedings for the recovery of any penalty under this Ordinance in the Civil Court, First Hall; (c) to retain and register any document which is required to be delivered or given to or served on him for registration under any of the provisions of this Ordinance; (d) where under any of the provisions of this Ordinance (i) any document is required to be delivered or given to or served on him for publication; or (ii) any certificate is issued by him on the registration or change of name or conversion or amalgamation of a partnership, or the name of a partnership is struck off the register, to cause without delay a statement to be published in the Government Gazette showing the date at which the registration, delivery or service was made, or at which the name of the partnership was struck off the register, and the general nature of the document or certificate, and giving such particulars as are COMMERCIAL PARTNERSHIPS necessary to distinguish the partnership to which the statement relates.
\n
(2)Where the Registrar gives notice in writing to any person that such person has become liable to a penalty under this Ordinance specifying the nature of the infringement and indicating an amount as due by way of penalty in respect of such infringement, the person to whom the notice is given shall without prejudice to the provisions of the following sub-articles, be deemed to have incurred a penalty under this Ordinance and the amount indicated as aforesaid as due by way of penalty shall be deemed to be the penalty due under this Ordinance in respect of the infringement specified in the notice.
\n
(3)A notice as is referred to in sub-article (2) shall upon the service of a copy thereof by means of a judicial act on the person indicated in the notice constitute an executive title for effects and purposes of Title VII of Part I of Book Second of the Code of Organization and Civil Procedure unless such person shall within thirty days from the date of such service institute proceedings before the Civil Court, First Hall, objecting to the penalty so fixed.
\n
(4)Where any person desires to institute proceedings objecting to a penalty referred to in sub-article (2), such proceedings shall be instituted by application against the Registrar.
\n
(5)The application shall, under pain of nullity, state clearly and concisely the nature of the complaint, the facts out of which the complaint arises, the reasons why such complaint should be upheld and the claim that the penalty is not due at law or is due at law only in a smaller amount.
\n
(6)The court shall not annul or reduce a penalty as aforesaid unless such penalty cannot at law be imposed in the circumstances of the case, or cannot at law be fixed in the amount fixed by the Registrar.
\n
(7)The applicant shall attach to the application all such documents in support of his claim as it may be in his power to produce, and shall indicate in his application the names of all the witnesses he intends to produce stating, in respect of each, the proof of which he intends to make.
\n
(8)The court shall, without delay, set down the application for hearing at an early date, which date shall in no case be later than thirty days from the date of the filing of the application.
\n
(9)The application, and the notice of the date fixed for hearing shall be served on the Registrar without delay, and the said Registrar shall file his reply thereto within fifteen days after the date of the service of the application.
\n
(10)The Registrar shall, in his reply, state clearly and concisely whether he agrees to the facts set out in the application, and the reasons why he objects to the claim; he shall moreover state in his reply the names of the witnesses in support of his reasons and shall attach thereto all the documents in support thereof.
\n
(11)On the day fixed for the hearing of the application, the Special court proceedings.
\n
COMMERCIAL PARTNERSHIPS court shall consider the issues of fact and of law as are ascertainable only from the application, reply or documents filed, by either of the parties, or from the evidence indicated by either of the parties in the application or reply, as the case may be, or from the oral pleading of either of the parties.
\n
(12)The court shall hear the application to a conclusion within five working days from the date fixed for the original hearing of the application, and no adjournment shall be granted except either with the consent of both parties, or for an exceptional reason to be recorded by the court, and such adjourned date shall not be later than that justified by any such reason.
\n
(13)Saving the preceding provisions of this article, the provisions of the Code of Organization and Civil Procedure relating to proceedings before the First Hall of the Civil Court shall apply in relation to any such application.
\n
(14)Notwithstanding the provisions of article 256(2) of the Code of Organization and Civil Procedure, the executive title referred to in sub-article (3) shall not be enforceable before the lapse of thirty days from the service of the judicial act therein referred to.
\n
(15)The decision of the court upon an application referred to in sub-article (4), confirming the imposition of a penalty fixed by the Registrar or reducing any such penalty, shall upon becoming res judicata be deemed to be a judgment of the court ordering the payment by the applicant of the penalty as confirmed or reduced.
\n
(16)An appeal from a decision of the Civil Court, First Hall, upon an application referred to in sub-article (4), shall be made by means of an application to be filed within six working days of the date of the decision; the person against whom the appeal is entered shall within six working days from the service upon him of the application file a reply to the appeal.
\n
Powers of Registrar to investigate affairs of partnership.
\n
Amended by:
\n
XI. 1977.2.
\n
Art. 193
\n
193.(1) For the purposes of article 192(1)(a) the Registrar shall have power to investigate the affairs of any partnership and to require any information and the production of any document from any partner or from any officer or auditor of a company.
\n
(2)Any matter coming to the knowledge of the Registrar, or of any other person by reason of his office, in pursuance of the provisions of this article shall be treated as secret and confidential, except as may be necessary for the purpose of carrying into effect the provisions of this Ordinance.
\n
(3)If any partner or if any officer or auditor of a company prevents or obstructs the Registrar, or any other officer authorised by him in writing, in the execution of his duties or refuses to comply with any request made under the provisions of sub-article
\n
(1)or, in complying with any such request, wilfully or recklessly furnishes any false information, the Registrar may certify the obstruction or the refusal or the false information under his hand to the court, and the court may thereupon inquire into the case and deal with the offender in like manner as if he had been guilty of contempt of the court.
\n
COMMERCIAL PARTNERSHIPS
\n
Art. 194
\n
194.Saving the provisions of article 193(2), any person may (a) inspect the documents kept by the Registrar; (b) require a certificate of the registration of any partnership or a copy or extract of any other document, to be certified by the Registrar:
\n
Inspection, etc., of documents kept by Registrar.
\n
Provided that in relation to documents delivered to the Registrar with a prospectus in pursuance of article 86(1)(b) and of article 89(3)(a), the right conferred by this article shall be exercisable only during the fourteen days beginning with the date of publication of the notice prescribed in article 93.
\n
Art. 195
\n
195.(1) The Minister may from time to time make regulations (a) respecting fees to be levied and paid in relation to the registration, publication, inspection or issue of documents, certificates, copies, or extracts, required or allowed under this Ordinance; (b) respecting the forms to be used for the purpose of this Ordinance; (c) prescribing anything that may be prescribed; and (d) generally for any other matter incidental or supplementary to any of the foregoing matters.
\n
(2)Where in respect of any of the services or other acts to be performed by the Registrar a fee is prescribed under sub-article (1), the Registrar may decline to perform such service or other act until the appropriate fee is paid; and any instrument, notice, return or other document delivered, given or forwarded to the Registrar under this Ordinance shall, if a fee is prescribed as aforesaid in respect of the registration or publication thereof, be deemed not to have been delivered, given or forwarded as required by this Ordinance until the appropriate fee is paid.
\n
Power of Minister to make regulations.
\n
Substituted by:
\n
I.1965.13.
\n
Amended by:
\n
XII.1970.7.
\n
COMMERCIAL PARTNERSHIPS FIRST SCHEDULE (Article 73)
\n
PART I
\n
Amended by:
\n
XIII. 1983.4.
\n
REGULATIONS FOR THE MANAGEMENT OF A LIMITED LIABILITY COMPANY Share Capital and Variation of Rights l.
\n
Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any share in the company may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the company may from time to time by ordinary resolution determine.
\n
2.
\n
Subject to the provisions of article 100 of the Commercial Partnerships Ordinance, (hereinafter referred to as \"the Ordinance\") any preference shares may, with the sanction of an ordinary resolution, be issued on the terms that they are, or at the option of the company are liable, to be redeemed on such terms and in such manner as the company before the issue of the shares may by extraordinary resolution determine.
\n
3.
\n
If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of an extraordinary resolution passed at a separate general meeting of the holders of the shares of the class. To every such separate general meeting the provisions of these regulations relating to general meetings shall apply.
\n
4.
\n
The company may exercise the power of paying commissions or of making discounts or allowances provided it complies with the requirements of article 98 of the Ordinance. Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other.
\n
5.
\n
Every person whose name is entered as a member in the register of members shall be entitled without payment to receive one certificate for all his shares or several certificates each for one or more of his shares upon payment of 12c5 for every certificate after the first or such less sum as the directors shall from time to time determine. If a share certificate be defaced, lost or destroyed, it may be renewed on payment of a fee of 12c5 or such less sum and on such terms (if any) as to evidence and indemnity and the payment of out-of-pocket expenses of the company on investigating evidence as the directors think fit.
\n
Calls on Shares 6.
\n
The directors may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times, provided no call shall exceed one-fourth of the nominal value of the share or be payable at less than one month from the date fixed for the payment of the last preceding call, and each member shall (subject to receiving at least fourteen days’ notice specifying the time or times and place of payment) pay to the company, at the time or times and place so specified, the amount called on his COMMERCIAL PARTNERSHIPS shares. A call may be revoked or postponed as the directors may determine.
\n
7.
\n
The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
\n
8.
\n
If a sum called in respect of a share is not paid before or on the date appointed for payment thereof, the person from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of actual payment at such rate not exceeding 6 per cent per annum as the directors may determine, but the directors shall be at liberty to waive payment of such interest wholly or in part.
\n
9.
\n
Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall for the purposes of these regulations be deemed to be a call duly made and payable on the date on which, by the terms of issue, the same becomes payable, and in case of non-payment, all the relevant provisions of these regulations as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.
\n
10.The directors may, on the issue of shares, differentiate between the holders as to the amount of calls to be paid and the times of payment.
\n
11.The directors may, if they think fit, receive from any member willing to advance the same, all or any part of the moneys uncalled and unpaid upon any shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become payable) pay interest at such rate not exceeding 6 per cent per annum, as may be agreed upon between the directors and the members paying such sum in advance.
\n
Transfer and Transmission of Shares 12. The instrument of transfer of any share shall be executed by or on behalf of the transferor and transferee and the transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof.
\n
13.Subject to such of the restrictions of these regulations as may be applicable, any member may transfer all or any of his shares by instrument in writing in any usual or common form or any other form which the directors may approve.
\n
14.The directors may decline to register the transfer of a share (not being a fully paid share) to a person of whom they shall not approve.
\n
15.The directors may also decline to recognise any instrument of transfer unless(a) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer; and (b) the instrument of transfer is in respect of only one class of share.
\n
16.If the directors refuse to register a transfer they shall within two months after the date on which the transfer was lodged with the company send to the transferee notice of the refusal.
\n
17.The registration of transfers may be suspended at such times and for such periods as the directors may from time to time determine, provided always that such COMMERCIAL PARTNERSHIPS registration shall not be suspended for more than thirty days in any year.
\n
18.Any person becoming entitled to a share in consequence of the death of a member may, upon such evidence being produced as may from time to time properly be required by the directors and subject as hereinafter provided, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof, but the directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that member before his death.
\n
19.If the person so becoming entitled shall elect to be registered himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects. If he shall elect to have another person registered he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death of the member had not occurred and the notice or transfer were a transfer signed by that member.
\n
20.A person becoming entitled to a share by reason of the death of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company:
\n
Provided always that the directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within ninety days the directors may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the share until the requirements of the notice have been complied with.
\n
21.In respect of a share held jointly by several persons the name of only one of such persons shall be entered in the register of members. Such person shall be elected by the joint holders and shall for all intents and purposes be deemed, vis-avis the company, to be the registered holder of the share so held.
\n
Forfeiture of Shares 22. If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the directors may, at any time thereafter during such time as any part of the call or instalment remains unpaid, require payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued, by means of a notice which shall also name a further day (not earlier than the expiration of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of nonpayment, at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.
\n
23.If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the directors to that effect.
\n
24.A forfeited share may be sold or otherwise disposed of on such terms and in s u c h m a n n e r a s t h e d i r e c t o r s t h i n k f i t , a n d t h e c o m p a n y m a y r e ce i v e t h e consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of, who shall thereupon be registered as the holder of the share. At any time COMMERCIAL PARTNERSHIPS before a sale or disposition the forfeiture may be cancelled on such terms as the directors think fit.
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25.A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the company all moneys which, at the date of the forfeiture, were payable by him to the company in respect of the shares; but his liability shall cease if and when the company shall have received payment in full of all such moneys in respect of the shares.
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Conversion of Shares into Stock 26. The company may by ordinary resolution convert any paid up shares into stock, and re-convert any stock into paid up shares of any denomination.
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27.The holders of stock may transfer the same, or any part thereof, in the same manner and subject to the same regulations, as and subject to which the shares from which the stock arose might previously to conversion have been transferred, or as near thereto as circumstances permit; and the directors may from time to time fix the minimum amount of stock transferable but so that such minimum shall not exceed the nominal amount of the shares from which the stock arose.
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28.The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the company and other matters as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the company and in the assets on winding up) shall be conferred by any amount of stock which would not, if existing in shares, have conferred that privilege or advantage.
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29.Such of the regulations of the company as are applicable to paid up shares shall apply to stock, and the words \"share\" and \"shareholder\" therein shall include \"stock\" and \"stockholder\".
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General Meetings 30. Subject to the provisions of the Ordinance the annual general meetings shall be held at such time and place as the directors shall appoint.
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31.All general meetings other than annual general meetings shall be called extraordinary general meetings.
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32.The directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition, or, in default, may be convened by such requisitionists, as provided by article 114 of the Ordinance. If at any time there are not in Malta sufficient directors capable of acting to form a quorum any director or any two members of the company may convene an extraordinary general meeting in the same manner, as nearly as possible, as that in which meetings may be convened by the directors.
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Notice of General Meetings 33. A general meeting of the company shall be called by fourteen days’ notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of meeting and, in case of special business, the general nature of that business, and shall be given, in manner hereinafter mentioned or in such other COMMERCIAL PARTNERSHIPS manner, if any, as may be prescribed by the company in general meeting, to such persons as are, under the regulations of the company, entitled to receive such notices from the company:
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Provided that a meeting of the company shall, notwithstanding that it is called by shorter notice than that specified in this regulation, be deemed to have been duly called if it is so agreed by all the members entitled to attend and vote thereat.
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34.The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
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Proceedings at General Meetings 35. All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of declaring a dividend, the consideration of the accounts, balance sheets, and the reports of the directors and auditors, the election of directors in the place of those retiring and the appointment of, and the fixing of the remuneration of, the auditors.
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36.No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business; save as herein otherwise provided, ten per cent of the members present in person or by proxy, not being less than two members present in person, shall be a quorum.
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37.If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened by the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week, at the same time and place or to such other day and at such other time and place as the directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum.
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38.The chairman, if any, of the board of directors shall preside as chairman at every general meeting of the company, or if there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the directors present shall elect one of their number to be chairman of the meeting.
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39.If at any meeting no director is willing to act as chairman or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be chairman of the meeting.
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40.The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjourned or of the business to be transacted at an adjourned meeting.
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41.At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded (a) by the chairman; or COMMERCIAL PARTNERSHIPS (b) by at least three members present in person or by proxy; or (c) by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or (d) 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.
\n
Unless a poll be so demanded a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the book containing the minutes of the proceedings of the company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution:
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Provided that where a resolution requires a particular majority in value, the resolution shall not be deemed to have been carried on a show of hands by the required majority unless there be present at that meeting, whether in person or by proxy, a number of members holding in the aggregate the required majority as aforesaid.
\n
The demand for a poll may be withdrawn.
\n
42.Except as provided in regulation 44, if a poll is duly demanded it shall be taken in such manner as the chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
\n
43.In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.
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44.A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.
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Votes of Members 45. Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member present in person shall have one vote, and on a poll every member shall have one vote for each share of which he is the holder. On a poll votes may be given either personally or by proxy.
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46.No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the company have been paid.
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47.No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive.
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48.The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the company or at such COMMERCIAL PARTNERSHIPS other place in Malta as is specified for that purpose in the notice convening the meeting, not less than twenty-four hours before the time for holding the meeting or adjourned meeting, at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than twenty-four hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.
\n
49.An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances permit:
\n
Limited \"I/We .................................., of ......................................................................... ................................................ residing at ..................................................... being a member/members of the above-named company, hereby appoint ............................ ............................................... of ...............................................or failing him .................................................... of ...........................................as my/our proxy to vote for me/us on my/our behalf at the (annual or extraordinary, as the case may be) general meeting of the company, to be held on the ............................................... day of .......................................19 ...................... , and at any adjournment thereof.
\n
Signed this This form is to be used day of in favour of * the resolution. Unless otherwise instructed, against the proxy will vote as he thinks fit.\" *Strike out whichever is not desired.
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50.The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
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Directors 51. The remuneration of the directors shall from time to time be determined by the company in general meeting. Such remuneration shall be deemed to accrue from day to day. The directors may also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the directors or any committee of the directors or general meetings of the company or in connection with the business of the company.
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52.The shareholding qualification for directors may be fixed by the company in general meeting, and unless and until so fixed no qualification shall be required.
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Borrowing Powers 53. The directors may exercise all the powers of the company to borrow money, and to hypothecate or charge its undertaking, property and uncalled capital, or any part thereof, and to issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the company or of any third party:
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Provided that the amount for the time being remaining undischarged of moneys borrowed or secured by the directors as aforesaid (apart from temporary loans obtained from the company’s bankers in the ordinary course of business) shall not at any time, without the previous sanction of the company in general meeting, exceed COMMERCIAL PARTNERSHIPS the nominal amount of the share capital of the company for the time being issued, but nevertheless no lender or other person dealing with the company shall be concerned to see or inquire whether this limit is observed. No debt incurred or security given in excess of such limit shall be invalid or ineffectual except in the case of express notice to the lender or the recipient of the security at the time when the debt was incurred or security given that the limit hereby imposed had been or was thereby exceeded.
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Powers and Duties of Directors 54. The directors shall exercise their powers subject to any of these regulations, to the provisions of the Ordinance and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the company in general meeting; but no regulation made by the company in general meeting shall invalidate any prior act of the directors which would have been valid if that regulation had not been made.
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55.The directors shall have power to appoint any person to be the attorney of the company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the directors under these regulations) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the directors may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him.
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56.A director shall not vote at a meeting of the directors in respect of any contract or arrangement in which he is interested, and if he shall do so his vote shall not be counted, nor shall he be counted in the quorum present at the meeting, but neither of these prohibitions shall apply to (a) any arrangement for giving any director any security or indemnity in respect of money lent by him to or obligations undertaken by him for the benefit of the company; or (b) to any arrangement for the giving by the company of any security to a third party in respect of a debt or obligation of the company for which the director himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the deposit of a security; or (c) any contract by a director to subscribe for or underwrite shares or debentures of the company; or (d) any contract or arrangement with any other company in which he is interested only as an officer of the company or as a holder of shares or other securities, and these prohibitions may at any time be suspended or relaxed to any extent, and either generally or in respect of any particular contract, arrangement or transaction, by the company in general meeting.
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57.The directors shall cause minutes to be made in books provided for the purpose (a) of all appointments of officers made by the directors; (b) of the names of the directors present at each meeting of the directors and of any committee of the directors; (c) of all resolutions and proceedings at all meetings of the company, and of COMMERCIAL PARTNERSHIPS the directors, and of committees of directors.
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58.The directors on behalf of the company may pay a gratuity or pension or allowance on retirement to any director who has held any other salaried office or place of profit with the company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.
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Rotation of Directors 59. At the first annual general meeting of the company all the directors shall retire from office, and at the annual general meeting in every subsequent year onethird of the directors for the time being or, if their number is not three or a multiple of three, then the number nearest one-third, shall retire from office.
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60.The directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who became directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.
\n
61.
\n
A retiring director shall be eligible for re-election.
\n
62.The company at the meeting at which a director retires in manner aforesaid may fill the vacated office by electing a person thereto.
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63.No person other than a director retiring at the meeting shall unless recommended by the directors be eligible for election to the office of director at any general meeting unless not less than three nor more than fourteen days before the date appointed for the meeting there shall have been left at the registered office of the company notice in writing, signed by a member duly qualified to attend and vote at the meeting for which such notice is given, of his intention to propose such person for election, and also notice in writing signed by that person of his willingness to be elected.
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Proceedings of Directors 64. The directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings, as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the chairman shall have a second or casting vote. A director may, and the secretary on the requisition of a director shall, at any time summon a meeting of the directors. It shall not be necessary to give notice of a meeting of directors to any director for the time being absent from Malta.
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65.The quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall be two.
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66.The continuing directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to the regulations of the company as the necessary quorum of directors, the continuing directors or director may act for the purpose of increasing the number of directors to that number, or of summoning a general meeting of the company, but for no other purpose.
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67.The directors may elect a chairman of their meetings and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the directors present may choose one of their number to be COMMERCIAL PARTNERSHIPS chairman of the meeting.
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68.The directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the directors, and subject to any such regulations, it shall regulate its proceedings in like manner as if its meetings were meetings of the directors.
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69.A resolution in writing, signed by all the directors for the time being entitled to receive notice of a meeting of the directors, shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held.
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Managing Director 70. The directors may from time to time appoint one or more of their body to the office of managing director for such period and on such terms as they think fit, and, subject to the terms of any agreement entered into in any particular case, may revoke such appointment. A director so appointed shall not, whilst holding that office, be subject to retirement by rotation or be taken into account in determining the rotation of retirement of directors, but his appointment shall be automatically determined if he ceases from any cause to be a director.
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71.A managing director shall receive such remuneration as the directors, subject to the approval of the company in general meeting, may from time to time determine.
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72.The directors may entrust to and confer upon a managing director any of the powers exercisable by them upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with or to the exclusion of their own powers and may from time to time revoke, withdraw, alter or vary all or any of such powers.
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Secretary 73. The directors may appoint a secretary for such term, at such remuneration and upon such conditions as they may think fit; and any secretary so appointed may be removed by them:
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Provided that no person shall be appointed or hold office as secretary who is the sole director of the company.
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Dividends and Reserve 74. The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the directors.
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75.The directors may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the company.
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76.
\n
No dividend shall be paid otherwise than out of profits.
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77.The directors may, before recommending any dividend, set aside out of the profits of the company such sums as they think proper as a reserve or reserves which shall, at the discretion of the directors, be applicable for any purpose to which the profits of the company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the company or be invested in such investments (other than shares of the company) as the directors may COMMERCIAL PARTNERSHIPS from time to time think fit. The directors may also without placing the same to reserve carry forward any profits which they may think prudent not to divide.
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78.Subject to the rights of persons, if any, entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but no amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this regulation as paid on the share. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly.
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79.The directors may deduct from any dividend payable to any member all sums of money (if any) presently payable by him to the company on account of calls or otherwise in relation to the shares of the company.
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80.
\n
No dividend shall bear interest against the company.
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Accounts 81. The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the company or any of them shall be open to the inspection of members not being directors, and no member (not being a director) shall have any right of inspecting any account or book or document of the company except as conferred by law or authorised by the directors or by the company in general meeting.
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Capitalisation of Profits 82. The company in general meeting may upon the recommendation of the directors resolve that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the company’s reserve accounts or to the credit of the profit and loss account or otherwise available for distribution, and accordingly that such sum be set free for distribution amongst the members who would have been entitled thereto if distributed by way of dividend and in the same proportions on condition that the same be not paid in cash but be applied either in or towards paying up any amounts for the time being unpaid on any shares held by such members respectively or paying up in full unissued shares or debentures of the company to be allotted and distributed credited as fully paid up to and amongst such members in the proportion aforesaid, or partly in the one way and partly in the other, and the directors shall give effect to such resolution:
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Provided that a share premium account and a capital redemption reserve fund may, for the purposes of this regulation, only be applied in the paying up of unissued shares to be issued to members of the company as fully paid bonus shares:
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Provided further that the directors may in giving effect to such resolution make such provision by payment in cash or otherwise as they think fit for the case of shares or debentures becoming distributable in fractions.
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Notice 83. A notice may be given by the company to any member either personally or by sending it by post to him or to his registered address, or (if he has no registered address in Malta) to the address, if any, in Malta supplied by him to the company for COMMERCIAL PARTNERSHIPS the giving of notice to him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of twenty-four hours after the letter containing the same is posted, and in any other case at the time at which the letter would be delivered in the ordinary course of post.
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84.Notice of every general meeting shall be given in the manner hereinbefore authorised to (a) every registered member except those members who (having no registered address in Malta) have not supplied to the company an address in Malta for the giving of notices to them; and (b) the auditor for the time being of the company.
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No other person shall be entitled to receive notices of general meetings.
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Indemnity 85. Every director, managing director, agent, auditor or secretary and in general any officer for the time being of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings in which judgment is given in his favour or in which he is acquitted.
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PART II
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REGULATIONS FOR THE MANAGEMENT OF A PRIVATE COMPANY 1.
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The regulations contained in Part I of this Schedule (with the exception of regulation 14) shall apply.
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2.
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The company is a private company and accordingly(a) the right to transfer shares is restricted in manner hereinafter prescribed; (b) the number of members of the company is limited to fifty:
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Provided that where two or more persons hold one or more shares in the company jointly they shall for the purpose of this regulation be treated as a single member; (c) any invitation to the public to subscribe for any shares or debentures of the company is prohibited; (d) the company shall not have power to issue share warrants to bearer.
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3.
\n
The directors may, in their absolute discretion and without assigning any reason therefor, decline to register any transfer of any share, whether or not it is a fully paid share.
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4.
\n
Subject to the provisions of the Ordinance, a resolution in writing signed by all the members for the time being entitled to receive notice of and to attend and vote at general meetings shall be as valid and effective as if the same had been passed at a general meeting of the company duly convened and held.
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5.
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The directors may at any time require any person whose name is entered in the register of members of the company to furnish them with any information, COMMERCIAL PARTNERSHIPS supported (if the directors so require) by an affidavit, which they may consider necessary for the purposes of determining whether or not the company satisfies the conditions mentioned in article 149(2) of the Ordinance.
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SECOND SCHEDULE (Articles 83, 84, 86, 188) MATTERS TO BE SPECIFIED IN A PROSPECTUS AND REPORTS TO BE SET OUT THEREIN
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PART I
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Matters to be specified 1.
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The number of founders or management or deferred shares, if any, and the nature and extent of the interest of the holders in the property and profits of the company.
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2.
\n
The number of shares, if any, fixed by the articles as the qualification of a director, and any provision in the articles as to remuneration of the directors.
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3.
\n
The names and addresses of the directors.
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4.
\n
Particulars as to (a) the amount which, in the opinion of the directors, is to be raised by the issue of the shares in order to provide the sums, or, if any part thereof is to be defrayed in any other manner, the balance of the sums, required to be provided in respect of each of the following matters: (i) the purchase price of any property purchased or to be purchased which is to be defrayed in whole or in part out of the proceeds of the issue; (ii) any preliminary expenses payable by the company and any commission so payable to any person in consideration of his agreeing to subscribe for, or of his procuring or agreeing to procure subscriptions for, any shares in the company; (iii) the repayment of any moneys borrowed by the company in respect of any of the foregoing matters; (iv) working capital; and (b) the amounts to be provided in respect of the matters aforesaid otherwise than out of the proceeds of the issue and the sources out of which those amounts are to be provided.
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5.
\n
The time of the opening of the subscription lists.
\n
6.
\n
The amount payable on application and allotment on each share, and, in the case of a second or subsequent offer of shares the amount offered for subscription on each previous allotment made within the two preceding years, the amount actually allotted, and the amount, if any, paid on the shares so allotted.
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7.
\n
The number, description and amount of any shares in or debentures of the company which any person has, or is entitled to be given, an option to subscribe for, together with the following particulars of the option, that is to say:
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COMMERCIAL PARTNERSHIPS (a) (b) (c) (d) the period during which it is exercisable; the price to be paid for shares or debentures subscribed for under it; the consideration, if any, given or to be given for it or for the right to it; the names and addresses of the persons to whom it or the right to it was given or, if given to existing shareholders or debenture holders as such, the relevant shares or debentures.
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8.
\n
The number and amount of shares and debentures which within the two preceding years have been issued, or agreed to be issued, as fully or partly paid up otherwise than in cash, and in the latter case the extent to which they are so paid up, and in either case the consideration for which those shares or debentures have been issued or are proposed or intended to be issued.
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9.
\n
In regard to any property purchased or acquired by the company or proposed so to be purchased or acquired, which is to be paid for wholly or partly out of the proceeds of the issue offered for subscription by the prospectus, the following particulars, that is to say: (a) the names and addresses of the vendors; (b) the amount paid or payable in cash, shares or debentures to the vendor, specifying the amount, if any, in respect of goodwill, and, where there is more than one separate vendor, or the company is a sub-purchaser, the amount so payable to each vendor; (c) short particulars of any transaction relating to the property completed within the two preceding years in which any vendor of the property to the company or any person who is, or was at the time of the transaction, a promoter or a director of the company had any interest direct or indirect.
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Every person shall for the purpose of this Schedule be deemed to be a vendor who has entered into a contract, absolute or conditional, for the sale or purchase, or for any option of purchase, of any property to be acquired by the company, in any case where (a) the purchase money is not fully paid at the date of the issue of the prospectus; (b) the purchase money is to be paid or satisfied wholly or in part out of the proceeds of the issue offered for subscription by the prospectus; (c) the contract depends for its validity or fulfilment on the result of that issue.
\n
In this paragraph the expression \"vendor\" includes a grantor on emphyteusis and a lessor, the expression \"sale\" includes an emphyteutical grant and a lease, the expression \"purchase money\" includes the consideration for the emphyteutical grant or for the lease, and the expression \"sub-purchaser\" includes a sub-emphyteuta and a sub-lessee.
\n
10.The amount, if any, paid within the two preceding years, or payable, as commission (but not including commission to sub-underwriters) for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, for any shares in or debentures of the company, or the rate of any such commission.
\n
11.The amount or estimated amount of preliminary expenses and the persons by whom any of those expenses have been paid or are payable, and the amount or estimated amount of the expenses of the issue and the persons by whom any of those expenses have been paid or are payable.
\n
COMMERCIAL PARTNERSHIPS 12. Any amount or benefit paid or given within the two preceding years or intended to be paid or given to any promoter, and the consideration for the payment or the giving of the benefit.
\n
13.
\n
The names and addresses of the auditors, if any, of the company.
\n
14.The dates of, parties to, name of receiving notary, if any, and the general nature of every material contract, not being a contract entered into in the ordinary course of the business carried on or intended to be carried on by the company or a contract entered into more than two years before the date of issue of the prospectus.
\n
15.If the share capital of the company is divided into different classes of shares, the right of voting at meetings of the company conferred by, and the rights in respect of capital and dividends attached to, the several classes of shares respectively.
\n
16.Full particulars of the nature and extent of the interests, if any, of any director in the promotion of, or in the property proposed to be acquired by, the company, or where the interest of such a director consists in being a joint owner of a firm or a partner in a partnership other than a company, the nature and extent of the interest of the firm or partnership, with a statement of all sums paid or agreed to be paid to him or to the firm or partnership in cash or shares or otherwise by any person either to induce him to become, or to qualify him as, a director, or otherwise for services rendered by him or by the firm or partnership in connection with the promotion or formation of the company.
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17.In the case of a company which has been carrying on business, or of a business which has been carried on for less than three years, the length of time during which the business of the company or the business to be acquired, as the case may be, has been carried on.
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PART II
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Reports To Be Set Out 18.
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A report by the auditors of the company with respect to (a) the profits and losses of the company in respect of each of the five financial years, or where the company has been carrying on business for less than five years, in respect of each of such years, immediately preceding the issue of the prospectus; and (b) the assets and liabilities of the company at the last date to which the accounts of the company were made up; and (c) the rates of the dividends, if any, paid by the company in respect of each class of shares in respect of each of the five financial years, or such less number of years as aforesaid, immediately preceding the issue of the prospectus, giving particulars of each such class of shares on which such dividends have been paid and particulars of the cases in which no dividends have been paid in respect of any class of shares in respect of any of those years, and, if no accounts have been made up in respect of any part of the period of five years or of such shorter period as aforesaid, ending on a date three months before the issue of the prospectus, containing a statement of that fact.
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COMMERCIAL PARTNERSHIPS 19. If the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is to be applied, directly or indirectly in the purchase of any business or in the acquisition by the company of shares in any other company which, by reason of that acquisition or anything to be done in consequence thereof or in connection therewith, will become a subsidiary of the company, a report made by accountants (who shall be named in the prospectus and who are qualified under this Ordinance for appointment as auditor of a company) upon (a) the profits or losses of the business or of that other company in respect of each of the five financial years, or such shorter period as aforesaid, immediately preceding the issue of the prospectus; and (b) the assets and liabilities of the business or of that other company at the last date to which the accounts of the business or of the company were made up.
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20.Any of the aforesaid reports shall either indicate by way of a note any adjustments as respects the figures of any profits or losses or assets and liabilities dealt with by the report which appear to the persons making the report necessary or shall make those adjustments and indicate that adjustments have been made, and in either case give the reasons therefor.
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THIRD SCHEDULE (Articles 135, 137)
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PART I
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Amended by:
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L.N. 4 of 1963;
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XI. 1977.2;
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L.N. 410 of 2007.
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G ENERAL PROVISIONS A S TO BALANCE S HEET AND PROFIT A ND L OSS ACCOUNT Balance Sheet 1.
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The authorised share capital, issued share capital, liabilities and assets shall be summarised, with such particulars as are necessary to disclose the general nature of the assets and liabilities, and there shall be specified (a) any part of the issued capital that consists of redeemable preference shares, and the earliest date on which the company has power to redeem those shares; (b) the amount of the share premium account; (c) particulars of any redeemed debentures which the company has power to re-issue.
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2.off- There shall be stated under separate headings, so far as they are not written (a) the preliminary expenses; (b) any expenses incurred in connection with any issue of share capital or debentures; (c) any sums paid by way of commission in respect of any shares or COMMERCIAL PARTNERSHIPS debentures; (d) any sums allowed by way of discount in respect of any debentures; and (e) the amount of the discount allowed on any issue of shares at a discount.
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3.(1) The reserves, provisions, liabilities and fixed and current assets shall be classified under headings appropriate to the company’s business:
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Provided that (a) where the amount of any class is not material it may be included under the same heading as some other class; and (b) where any assets of one class are not separable from assets of another class, those assets may be included under the same heading.
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(2)Fixed assets shall also be distinguished from current assets.
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(3)The method or methods used to arrive at the amount of the fixed assets under each heading shall be stated.
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4.(1) The method of arriving at the amount of any fixed asset shall, subject to the next following sub-paragraph, be to take the difference between (a) its cost or, if it stands in the company’s books at a valuation, the amount of the valuation; and (b) the aggregate amount provided or written off since the date of acquisition or valuation, as the case may be, for depreciation or diminution in value, and for the purpose of this paragraph the net amount at which any assets stand in the company’s book at the commencement of the Ordinance (after deduction of the amounts previously provided or written off for depreciation or diminution in value) shall, if the figures relating to the period before the commencement of the Ordinance cannot be obtained without unreasonable expense or delay, be treated as if it were the amount of a valuation of those assets made at the commencement of the Ordinance and, where any of those assets are sold, the said net amount less the amount of the sales shall be treated as if it were the amount of a valuation so made of the remaining assets.
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(2)The foregoing sub-paragraph shall not apply (a) to assets for which the figures relating to the period beginning with the commencement of the Ordinance cannot be obtained without unreasonable expense or delay; or (b) to assets the replacement of which to provide for wholly or partly (i) by making provision for renewals and charging the cost of replacement against the provision so made; or (ii) by charging the cost of replacement direct to revenue; or (c) to any investments of which the market value (or in the case of investments not having a market value, their value as estimated by the directors) is shown either as the amount of the investments or by way of note; or (d) to goodwill, patents or trade marks.
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(3)For the assets under each heading whose amount is arrived at in accordance with sub-paragraph (1) of this paragraph, there shall be shown - COMMERCIAL PARTNERSHIPS (a) the aggregate of the amounts referred to in paragraph (a) of that subparagraph; and (b) the aggregate of the amounts referred to in paragraph (b) thereof.
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(4)As respects the assets under each heading whose amount is not arrived at in accordance with the said sub-paragraph (1) because their replacement is provided for as mentioned in sub-paragraph (2) (b) of this paragraph, there shall be stated (a) the means by which their replacement is provided for; and (b) the aggregate amount of the provision (if any) made for renewals and not used.
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5.
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The aggregate amounts respectively of capital reserves, revenue reserves and provisions (other than provisions for depreciation, renewals or diminution in value of assets) shall be stated under separate headings:
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Provided that this paragraph shall not require a separate statement of any of the said three amounts which is not material.
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6.(1) There shall also be shown (unless it is shown in the profit and loss account or a statement or report annexed thereto, or the amount involved is not material) (a) where the amount of the capital reserves, of the revenue reserves or of the provisions (other than provisions for depreciation, renewals or diminution in value of assets) shows an increase as compared with the amount at the end of the immediately preceding financial year, the source from which the amount of the increase has been derived; and (b) where (i) the amount of the capital reserves or of the revenue reserves shows a decrease as compared with the amount at the end of the immediately preceding financial year; or (ii) the amount at the end of the immediately preceding financial year of the provisions (other than provisions for depreciation, renewals or diminution in value of assets) exceeded the aggregate of the sum since applied and amounts still retained for the purposes thereof, the application of the amounts derived from the difference.
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(2)Where the heading showing any of the reserves or provisions aforesaid is divided into sub-headings this paragraph shall apply to each of the separate amounts shown in the sub-headings instead of applying to the aggregate amount thereof.
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7.
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(1)There shall be shown under separate headings: (a) the aggregate amounts respectively of the company’s trade investments, quoted investments other than trade investments and unquoted investments other than trade investments; (b) if the amount of goodwill and of any patents and trade marks or part of that amount is shown as a separate item in or is otherwise ascertainable from the books of the company, or from any contract for the sale or purchase of any property to be acquired by the company, the said amount so shown or ascertained so far as not written off or, as the case may be, the said amount so far as it is so shown or ascertained and as so shown or ascertained as the case may be;
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COMMERCIAL PARTNERSHIPS (c) the aggregate amount of bank loans and overdrafts; (d) the net aggregate amount (after deduction of income tax) which is recommended for distribution by way of dividend.
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(2)Nothing in head (b) of the foregoing sub-paragraph shall be taken as requiring the amount of the goodwill, patents and trade marks to be stated otherwise than as a single item.
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8.
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Where any liability of the company is secured by a privilege or a hypothec on any assets of the company, the fact that that liability is so secured shall be stated, but it shall not be necessary to specify the assets on which the liability is secured.
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9.(1) The matters referred to in the following sub-paragraphs shall be stated by way of note, or in a statement or report annexed, if not otherwise shown.
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(2)The number, description and amount of any shares which any person has an option to subscribe for, together with the following particulars of the option, that is to say (a) the period during which it is exercisable; (b) the price to be paid for shares subscribed for under it.
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(3)The amount of any arrears of fixed cumulative dividends on the company’s shares and the period for which the dividends or, if there is more than one class, each class of them are in arrear, the amount to be stated before deduction of income tax, except that, in the case of tax free dividends, the amount shall be shown free of tax and the fact that it is so shown shall also be stated.
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(4)Particulars of any charge on the assets of the company to secure the liabilities of any other person, including, where practicable, the amount secured.
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(5)The general nature of any other contingent liabilities not provided for and, where practicable, the aggregate amount or estimated amount of those liabilities, if it is material.
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(6)Where practicable the aggregate amount or estimated amount, if it is material, of contracts for capital expenditure, so far as not provided for.
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(7)If in the opinion of the directors any of the current assets have not a value, on realisation in the ordinary course of the company’s business, at least equal to the amount at which they are stated, the fact that the directors are of that opinion.
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(8)The aggregate market value of the company’s quoted investments, other than trade investments, where it differs from the amount of the investments as stated, and the stock exchange value of any investments of which the market value is shown (whether separately or not) and is taken as being higher than their stock exchange value.
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(9)The basis on which foreign currencies have been converted into euro, where the amount of the assets or liabilities affected is material.
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(10)The basis on which the amount, if any, set aside for Malta income tax is computed.
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(11)Except in the case of the first balance sheet laid before the company after the commencement of the Ordinance, the corresponding amounts at the end of the immediately preceding financial year for all items shown in the balance sheet.
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COMMERCIAL PARTNERSHIPS Profit and Loss Account 10.
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There shall be shown (a) the amount charged to revenue by way of provision for depreciation, renewals or diminution in value of fixed assets; (b) the amount of the interest on the company’s debentures and other fixed loans; (c) the amount of the charge for Malta income tax, including, where practicable, as Malta income tax, any taxation imposed elsewhere to the extent of the relief, if any, from Malta income tax; (d) the amounts respectively provided for redemption of share capital and for redemption of loans; (e) the amount, if material, set aside or proposed to be set aside to, or withdrawn from, reserves; (f) the amount, if material, set aside to provisions other than provisions for depreciation, renewals or diminution in value of assets or, as the case may be, the amount, if material, withdrawn from such provisions and not applied for the purposes thereof; (g) the amount of income from investments, distinguishing between trade and other investments; (h) the aggregate amount of the dividends paid and proposed.
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11.If the remuneration of the auditors is not fixed by the company in general meeting, the amount thereof shall be shown under a separate heading, and for the purposes of this paragraph, any sums paid by the company in respect of the auditors’ expenses shall be deemed to be included in the expression \"remuneration\".
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12.(1) The matters referred to in the following sub-paragraphs shall be stated by way of note, if not otherwise shown.
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(2)If depreciation or replacement of fixed assets is provided for by some method other than a depreciation charge or provision for renewals, or is not provided for, the method by which it is provided for or the fact that it is not provided for, as the case may be.
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(3)The basis on which the charge for Malta income tax is computed.
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(4)Whether or not the amount stated for dividends paid and proposed is for dividends subject to deduction of income tax.
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(5)Except in respect of the first profit and loss account laid before the company after the commencement of the Ordinance, the corresponding amounts for the immediately preceding financial year for all items shown in the profit and loss account.
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(6)Any material respects in which any items shown in the profit and loss account are affected (a) by transaction of a sort not usually undertaken by the company or otherwise by circumstances of an exceptional or non-recurrent nature; or (b) by any change in the basis of accounting.
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COMMERCIAL PARTNERSHIPS
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PART II
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Exceptions For Special Classes Of Company 13. (1) A banking or discount company shall not be subject to the requirements of Part I of this Schedule other than (a) as respects its balance sheet, those of paragraphs 1 and 2, paragraph 3 (so far as it relates to fixed and current assets), paragraph 7 (except subparagraph (i) (c)), paragraph 8, and paragraph 9 (except sub-paragraph
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(8)); and (b) as respects its profit and loss account, those of paragraph 10 (h), paragraph 11 and sub-paragraphs (1), (4) and (5) of paragraph 12, but, where in its balance sheet capital reserves, revenue reserves or provisions (other than provisions for depreciation, renewals or diminution in value of assets) are not stated separately, any heading stating an amount arrived at after taking into account such a reserve or provision shall be so framed or marked as to indicate that fact, and its profit and loss account shall indicate by appropriate words the manner in which the amount stated for the company’s profit or loss has been arrived at.
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(2)The accounts of a banking or discount company shall not be deemed, by reason only of the fact that they do not comply with any requirements of the said Part I from which the company is exempt by virtue of this paragraph, not to give the true and fair view required by the Ordinance.
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(3)In this paragraph the expression \"banking or discount company\" means any company which satisfies the Minister that it ought to be treated for the purposes of this Schedule as a banking company or as a discount company.
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PART III
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Interpretation of Schedule 14. (1) For the purposes of this Schedule, unless the context otherwise requires (a) the expression \"provision\" shall, subject to sub-paragraph (2) of this paragraph, mean any amount written off or retained by way of providing for depreciation, renewals or diminution in value of assets or retained by way of providing for any known liability of which the amount cannot be determined with substantial accuracy; (b) the expression \"reserve\" shall not, subject as aforesaid, include any amount written off or retained by way of providing for depreciation, renewals or diminution in value of assets or retained by way of providing for any known liability; (c) the expression \"capital reserve\" shall not include any amount regarded as free for distribution through the profit and loss account and the expression \"revenue reserve\" shall mean any reserve other than a capital reserve, and in this paragraph the expression \"liability\" shall include all liabilities in respect of expenditure contracted for and all disputed or contingent liabilities.
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COMMERCIAL PARTNERSHIPS
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(2)Where (a) any amount written off or retained by way of providing for depreciation, renewals or diminution in value of assets, not being an amount written off in relation to fixed assets before the commencement of the Ordinance; or (b) any amount retained by way of providing for any known liability, is in excess of that which in the opinion of the directors is reasonably necessary for the purpose, the excess shall be treated for the purposes of this Schedule as a reserve and not as a provision.
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15.For the purposes aforesaid, the expression \"quoted investment\" means an investment as respects which there has been granted a quotation or permission to deal on any stock exchange of repute, and the expression \"unquoted investment\" shall be construed accordingly.
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COMMERCIAL PARTNERSHIPS FOURTH SCHEDULE (Article 144) CONTENTS AND FORM OF ANNUAL RETURN Amended by:
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XIII. 1983.4.
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Substituted by:
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L.N. 410 of 2007.
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ANNUAL Return of ............................................... Limited, being made up to the .......................... day of ............................, 20 (being the fourteenth day after the date of the annual general meeting for the year 20 ).
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1.Address (Address of the registered office of the company) 2. Summary of Share Capital and Debentures (a) Nominal Share Capital Nominal Share Capital €............................................................ divided into: (Insert number and class) shares of ................................. each ...................... ........................ shares of ................................. each ...................... ........................ shares of ................................. each ...................... ........................ shares of ................................. each (b) Issued Share Capital and Debentures Number N u m b e r o f s h a r e s o f e a c h c l a s s ....................... taken up to the date of this return ....................... (which number must agree with ....................... the total shown on the list as ....................... held by existing members). .......................
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Class ...................... shares ...................... shares ...................... shares ...................... shares ...................... shares Number of shares of each class issued subject to payment wholly in cash. ....................... ....................... ....................... ....................... ...................... shares ...................... shares ...................... shares ...................... shares Number of shares of each class issued as fully paid up for a consideration other than cash. ....................... ....................... ....................... ...................... shares ...................... shares ...................... shares COMMERCIAL PARTNERSHIPS Number of shares of each class issued as partly paid up for a consideration other than cash and extent to which each such share is so paid up. issued as paid up to the extent of € ........ per share .................... ................... shares issued as paid up to the extent of € ........ per share .................... ................... shares issued as paid up to the extent of € ........ per share .................... ................... shares issued as paid up to the extent of € ........ per share .................... ................... shares Number of shares (if any) of each class issued at a discount.
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Number ...................... ...................... ...................... ......................
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Class ...................... shares ...................... shares ...................... shares ...................... shares Amount of discount on the issue of shares which has not been written off at the date of this return.
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Amount called up on number of shares of each class. € ......................................
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Number Class € ....per share on ....................... ........................ shares € ....per share on ....................... ........................ shares € ....per share on ....................... ........................ shares € ....per share on ........................ ........................ shares To t a l a m o u n t o f c a l l s r e c e i v e d , including payments on application and allotment and any sums € ....................................... received on shares forfeited.
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Number Class ...................... .................................. shares Total amount (if any) € .... on ...................... .................................. shares agreed to be ...................... .................................. shares considered as ...................... .................................. shares paid on number ...................... .................................. shares of shares of each ...................... .................................. shares class issued as ...................... .................................. shares fully paid up for ...................... .................................. shares a consideration other than cash.
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COMMERCIAL PARTNERSHIPS Number Total amount (if any) agreed to be considered as paid on number of shares of each class issued as partly paid up for a consideration other than cash ...................... ...................... ...................... ...................... ...................... ...................... ...................... ..... .... ... ...................... ...................... € .... on Class .................................. shares .................................. shares .................................. shares .................................. shares .................................. shares .................................. shares .................................. shares .................................. shares .................................. shares Total amount of calls unpaid ......... € ............................
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Total amount of the sums (if any) paid by way of commission in respect of any shares or debentures ....................... € .........................................
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Total amount of the sums (if any) allowed by way of discount in respect of any debentures since the date of the last return ..................... € ..........................................
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Total number of shares of each class forfeited.
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Number ...................... ...................... ...................... ......................
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Class .................................. shares .................................. shares .................................. shares .................................. shares Total amount paid (if any) on shares forfeited. ................. € .........................................
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To t a l a m o u n t o f s h a r e s f o r which share warrants to bearer are outstanding. € .........................................
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Total amount of share warrants to bearer issued and surrendered respectively since the date of the last return.
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Issued:
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Surrendered: € .................... € ....................
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COMMERCIAL PARTNERSHIPS Number of shares comprised in each share warrant to bearer, specifying i n the case of warrants of different kinds, particulars of each kind. .........................................
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3.List of Past and Present Members List of persons holding shares or stock in the company on the fourteenth day after the annual general meeting for 20 , and of persons who have held shares or stock therein at any time since the date of the last return, or in the case of the first return, of the registration of the company.
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Folio in register ledger containing particulars Names and addresses Account of Shares Number of Particulars of shares shares held transferred since the date by existing of last return, or, in the members at case of the first return, of date of the registration of the return*§ company by (a) persons who are still members and (b) persons who have ceased to be members** Number Date of § registration or transfer (a) Remarks (b) *The aggregate number of shares held by each member must be stated, and the aggregates must be added up so as to agree with the number of the shares stated in the Summary of Shares Capital and Debentures to have been taken up. §When the shares are of different classes these columns should be sub-divided so that the number of each class held, or transferred, may be shown separately. Where any shares have been converted into stock the amount of stock held by each member must be shown. **The date of registration of each transfer should be given as well as the number of shares transferred on each date. The particulars should be placed opposite the name of the transferor and not opposite that of the transferee, but the name of the transferee may be inserted in the \"Remarks\" column immediately opposite the particulars of each transfer.
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COMMERCIAL PARTNERSHIPS 4. Particulars of Directors Particulars of the persons who are directors of the company at the date of this return.
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Name (In the case of an individual, name or names and surname. In the case of a body corporate, the corporate name) Nationality Usual residential address (In the case of a body corporate, the registered or principal office) Business occupation and particulars of other directorships Signed .................................. Director