Merchant Shipping Act (Cap. 234), article 84Z

84Z. (1) An organisation shall qualify as a shipping organisation under this Act if its principal objects are one or more of the following activities and it obtains and maintains a lice nce from the Registrar-Gen eral to enable it to carry on such activi ties: (a) the ownership, operation (u nder charter or otherwise), administration and management of a ship or ships r e g i s t e r e d a s a M a l t e s e s h i p i n t e r m s o f t h is Ac t a n d the carrying on of all ancill ary financial, security and commercial activities in connection therewith; (b) the ownership, operation (u nder charter or otherwise), administration and management of a ship or ships registered under the flag of another state and the carrying on of all ancillary financial, security and commercial activities in connection therewith; (c) the holding of shares or other equity interests in entities, whether Maltese or otherwise, established for any of the purposes stated in this article and the carrying on of all ancillar y financial, security and commercial activities in connection therewith; (d) the raising of capital through loans, the issue of guarantees or the issue of securities by the company when the purpose of such activity is to achieve the objects stated in this article for the shipping organisation itself or for other shipping organisations M E R C H A N T S H I P P I N G [CAP. 234. 59 within the same group;   Cap. 386. for the purposes of this paragraph "group" has the same meaning as ascribed to it in the Companies Act ; and (e) for the carrying on of such other activities within the maritime sector which the Minister may, on the advice of the Authority, from time to time prescribe by regulations as qualifying for the above purpose. (2) A shipping organisation may be established for any lawful purpose contemplated in sub-article (1) as - (a) a limited liability company; or (b) a partnership en nom collectif ; or (c) a partnership en commandite ; and a company may have the status of - (a) a public company; or (b) a private company. (3) A shipping organisation may also operate under a trust (a "shipping trust") or be a foun dation (a "shipping foundation"). (4) A shipping organisation may also be any foreign corporate body or other entity enjoying lega l personality in terms of the law under which it has been established or constituted and which ha s established a place of business in Malta. (These organisations are referred to in this Act, as "foreign corporate bodies".).   Cap. 331.  Cap. 374. (5) Where the shipping organisation is a shipping trust, the trust shall be r egulated by the Trusts and Trustees Act, or shall be a trust recognised in terms of the Recognition of Trusts Act, as the case may be. (6) ( a) Subject to paragraph ( b) , w h e r e t h e s h i p p i n g organisation is a company, it shall be exclusively regulated by regulations made under sub-article (8), irrespective of the place wh ere the management and control of the company’s affairs are exercised.       Cap. 386. (b) Upon the initial registration of the company or at any time thereafter, the directors of the company shall elect whether the company shall be regulated by the company regulations made under sub-article (8) or by the Companies Act . Such election shall be made by means of an appropriate declaration in the memorandum of association and the company will be regulated accordingly either from incorporation or from the date of the registration of the relative amendment with the Registrar of Companies, as the case may be. In virtue hereof , the directors are vested with the power and shall be deemed for all intents and purposes, to possess the authority to amend or vary the relative clause of the memorandum of association at their discretion without reference to the general meeting of the company. Any election made hereunder 60 CAP. 234.] MERCHANT SHIPPING shall be binding on the company for at least one calendar year.   Cap. 386. (c) The election made by a company to be regulated by the Companies Act will only be effective upon the full compliance by the company of all the requirements of the said Act.                  Cap. 168.  Cap. 386. (7) All companies and commercial partnerships whose objects fall within any of those stated in sub-article (1) and which on the date of the coming into force of regulations made under sub-art icle (8) are in existence, including t hose companies which are in a state of liquidation and not yet struck off, shall be regulated by th e provisions of this Act and regul ations made under sub-article ( 8) with effect from the coming into force of such regulations; and they shall moreover be deemed to qualify as shipping organisations i n terms of this article unless and until the memorandum of association of such companies is amended to provide otherwise. With effect from the date of coming into force of the said regulations made under this article, the provisions of the Commercial Partnerships Ordinance shall no longer apply to such companies and arti cle 431 of the Companies Act , shall be construed accordingly. (8) The Minister, acting in consultation with the Authority, may make regulations: (a) regulating the establishment, operation, administration, and winding up and striking off of shipping organisations which are companies or other commercial partnership, including the relative fees, penalties and forms; (b) regulating places of business in Malta by foreign corporate bodies including the imposition of the relative fees, penalties and forms; (c) establishing the conditions under which the authority may issue or revoke licences to shipping organisations,    Cap. 386. and regulations made under this sub-article may in particular provide for or allow the application to shipping organisations which are companies any part , chapter or section of the Companies Act , subject to such variations, modifications and conditions as may be stipulated in such regulations. (9) The Minister, with the concurrence of the Minister of Finance, may make regulations establishing the manner in which any law imposing any tax, levy or impost or regulating the collection thereof is to apply to shipping organisations, or an y category thereof, and may by such regulations amend, substitute or delete all or any of the provisions of articles 85 to 88A and o f the Fifth Schedule. M E R C H A N T S H I P P I N G [CAP. 234. 61 Definitions and Registration of companies under this Part of this Act. Amended by: XXIV .1986.12; XXXVII.1988.36; XXXVII.1990.15; XXII. 2000. 49; Substituted by: L.N. 224 of 2004; L.N. 83 of 2010. Deleted by: L.N.128 of 2018. Cap. 123.