Investment Services Act (Cap. 370), article 31

31. (1) A body corporate, formed, incorporated or registered in a country outside Malta (hereinafter referred to as "foreign body corporate"), and carrying on the business of a collective inves tment scheme, which is similar in nature to a body corporate as known under the laws of Malta (hereina fter referred to as "local body corporate"), and which would, if it were such a local body corporate qualify to be authorised or recognised as a collectiv e investment scheme under this Act, may, subject to the specific approval and authorisation of the competent authority, be conti nued as a collective investment scheme under this Act and under the applicable laws of Malta. (2) The continuance of a foreign body corporate shall not take place unless such continuance (or similar process, including conversion) is permitted by the applicable laws of the foreign jurisdiction and is in accordance with such provisions thereof as may bring about such continua nce (or similar process). (3) Continuance may only take p lace if it is allowed by the statute or equivalent instrument of the foreign body corporate to so continue, and if it is approved in accordance with the procedur e, if any, established therein or in the applicable law of the foreig n jurisdiction for this purpose. (4) The continuance of a foreign body corporate as a local body corporate shall be effected by an instrument of continuance containing, in addition to the declarations relating to the continuance, the equivalent of a memorandum and articles or equivalent constitutive document as may be required by this Act or other applicable laws of Malta for the registration of such bod y corporate in accordance with the t ype of local body corporate i n which it is to be continued, and showing on the face of it that the continuance has been approved as provided in this article. (5) The delivery of the instrument of continuance to the Registrar of Companies shall, for all purposes of the laws of M alta, be equivalent to the delivery of a deed of partnership or of a memorandum and articles of a com pany, as the case may be, as if it were a local body corporate to be registered under this Act; an d the 72 CAP. 370.] INVESTMENT SERVICES Registrar shall treat it accordingly. (6) Upon the delivery of the instrument of continuance and its registration under this Act the body corporate shall cease to b e a body corporate under the jurisdiction of its previous registrat ion and shall continue its corporate existence under the laws of Ma lta, and shall retain all its asse ts, rights and liabilities. (7) Where continuance as aforesaid entitles or requires the body corporate to redeem the in terest of dissenting persons who se approval is required, such interest may be redeemed on such ter ms as may be agreed or as the courts in Malta may, on demand of ei ther party, establish. (8) ( a) A local body corporate carrying on business as a collective investment scheme authorised or otherwise falling within the meaning of this Act, may, subject to the specific approval a nd authorisation of the competent authority, be continued as a foreign body corporate, and the foregoing provisions of this article shall apply mutatis mutandis . (b) A local body corporate shall not cease to be a local body corporate subject to Maltese jurisdiction until the Registrar has received notice in writing of the continuance (or other pro cess) made as aforesaid and unless and until, being satisfied that the requirements of this article have been complied with, the Registrar has registered such continuance and has, in consequence thereof and by virtue of this article, struck the name of the c ompany off the register. (9) The Minister may, acting on the advice of the competent authority, make regulations for the better carrying out of the provisions of this article. Inclusion of holding companies in supervision of compliance with the group capital test. Added by: LXXII.2021.27.