Legislation

Companies Act (Cap. 386)

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• Art. 2(1) In this Act, unless the context otherwise requires, the following expressions have the m eaning hereby ass
• Art. 3(1) References in any other law to the Ordinance shall be construed as a reference to this Act and references
• Art. 3AThis Act, in part, seeks to transpose, implement and give effect to the provisions and requirements of the fol
• Art. 4(1) A commercial partnership may be of the following kinds: (a) a partnership en nom collectif ; or (b) a part
• Art. 5A commercial partnership formed and registered under this Act or under the Ordinance shall be governed by this
• Art. 6(1) In all its business letters and order forms, whether they are in paper form or in any other medium, as wel
• Art. 7A partnership en nom collectif (referred to as a "partnership" in the following provisions of this Part) may b
• Art. 7A(1) The provisions of this article shall apply to a partnership where, and for as long as, none of the partner
• Art. 8An agreement to pay a share of the profits of a partnership to a person in total or partial remuneration for h
• Art. 11Unless specifically provided in the deed of partnership, things contributed to the partnership shall be deemed
• Art. 12Where a partner has contributed to the partnership a debt owing to him, he shall not be discharged until the p
• Art. 13A partnership shall not be validly constituted unless a deed of partnership is entered into and signed and a c
• Art. 14(1) The deed of partnership shall state: (a) the name and residence of each of the partners; (b) the partnersh
• Art. 15(1) The deed of partnership shall be delivered for registration to the Registrar who, being satisfied that it
• Art. 16(1) On the registration of the deed of partnership the Registrar shall certify under his hand that the partner
• Art. 17Unless and until a certificate of registration is issued under this Act in respect of a partnership or until t
• Art. 18(1) A person who holds himself out as being a partner shall be held liable unlimitedly and jointly and several
• Art. 19(1) Every change relating to the administration or the representation of a partnership, the dissolution of a p
• Art. 20Where the alteration to the deed of partnership consists in a change of the partnership-name, the Registrar sh
• Art. 21(1) Any reduction in the contribution of a partner, other than a contribution consisting in personal services,
• Art. 22(1) Where the duration of a partnership is extended beyond the period, if any, in the deed of partnership, the
• Art. 23The Registrar of Courts shall, without delay, cause a copy of any sworn application filed under articles 21 an
• Art. 24Unless otherwise provided in the deed of partnership, any alteration or addition thereto may only be made with
• Art. 25(1) In so far as the deed of partnership does not otherwise provide, the administration and representation of
• Art. 26(1) Notwithstanding the provisions of article 26 of the Commercial Code , the accounting records of the partne
• Art. 28A partnership shall not distribute profits until it has made good all losses. Rights of creditors of a partner
• Art. 29The separate creditors of a partner may enforce their rights, during the continuance of the partnership, on th
• Art. 30(1) A partner shall not, in competition with the partnership and without the express consent of the other part
• Art. 32(1) A partner may be expelled from the partnership by a decision of the majority in numbe r of the other partn
• Art. 33A partner shall not be entitle d to continue as a partner if - (a) he is adjudged bankrupt; or (b) his interes
• Art. 34(1) A partner who is expelled or who by virtue of the immediately preceding article is not entitled to continu
• Art. 35A partnership en nom collectif is dissolved - (a) where the period, if any, fixed for its duration expires; (b
• Art. 36(1) On the dissolution of a partnership, and in no case later than fourteen days after such dissolution, the p
• Art. 37(1) Where the manner in which the partnership is to be wound up is not provided for in the deed of partnership
• Art. 38(1) A liquidator, whether appointed by the partners or by the court, may be removed from office either by the
• Art. 39The remuneration of the liquidator may be fixed by agreement between the p artners and the liquidator, failing
• Art. 40All costs, charges and expenses properly incurred in the winding up, including the remuneration of the liquida
• Art. 42Until such time as provision is made for the winding up of the partnership, only such acts as are of ordinary
• Art. 43(1) Where a liquidator is appointed, the partners vested with the administration of the partnership shall - (a
• Art. 44(1) The liquidator shall represent the partnership and shall have power to perform all acts conducive and anci
• Art. 45(1) The liquidator shall not distribute any assets of the partnership among the partners unless either the deb
• Art. 46(1) The liquidator shall, at the request of any of the partners, inform the partners as to the state and progr
• Art. 47In the distribution of the assets of a partnership the following provisions shall apply, unless otherwise prov
• Art. 48(1) The liquidator shall by judicial act serve on each of the partners a copy of the accounts and of the schem
• Art. 49(1) On the approval of the accounts, the liquidator shall deliver to the Registrar for registration a notice o
• Art. 50(1) The accounting records and the documents of the partnership shall be kept by the liquidator, if any, or by
• Art. 51A partnership en commandite or limited partnership operates under a partnership-n ame and has its obligations
• Art. 51A(1) The provisions of this article shall apply to a partnership en commandite or limited partnership where, an
• Art. 52The provisions governing partnerships en nom collectif shall apply to partnerships en commandite or limited pa
• Art. 53(1) A person, including a limited partner, who holds himself out as being a general partner shall be held liab
• Art. 54The contribution of a limited partner shall not include personal services. Contents of deed of partnership. Am
• Art. 55The deed of partnership of a partnership en commandite or limited partnership, in addition to the particulars
• Art. 56(1) Unless otherwise provided in the other provisions of this Part the rights and duties of the general partne
• Art. 57The administration and representation of the partnership en commandite or limited partnership shall vest in th
• Art. 58The general partners shall by unanimous decision have the right to appoint the partners from amongst themselve
• Art. 59(1) A limited partner shall not perform any act of administration nor transact busin ess on behalf of the part
• Art. 60At the end of each accounting period the balance sheet and profit and loss account of the partnership en comma
• Art. 61The provisions of article 30 and of article 32(1)( c) shall not apply to a limited partner. Limited partner no
• Art. 62Notwithstanding the provisions of article 28, a limited partner shall in no case be bo und to restore profits
• Art. 63(1) Unless the deed of partnership otherwise provides, a limited partner may assign his interest in the partne
• Art. 64(1) Unless the deed of partnership otherwise provides, in the event of death of a limit ed partner, the partne
• Art. 65(1) A partnership en commandite or limited partnership, besides being determinable for any of the causes menti
• Art. 66(1) Without prejudice to the foregoing provisions of this Part, the capital of a partnership en commandite or
• Art. 66A(1) This article shall apply to a partnership en commandite or limited partnership the capital of which may or
• Art. 68A company shall not be validly constituted under this Act unless a memorandum of association is entered into a
• Art. 69(1) The memorandum of every company shall state: (a) whether the company is a public company or a private comp
• Art. 70(1) Subject to the provisions of sub-articles (3) to (6), a public company may be designated by any name, but
• Art. 71The objects of a company may not be simply stated to be any lawful purpose or trade in general. Minimum share
• Art. 72(1) The authorised share capit al of a company shall be - not less than forty-six thousand and five hundred an
• Art. 73(1) The consideration for the acquisition of shares in a company whether on the original subscription or a sub
• Art. 74(1) A company shall not acquire, within two years of its authorisation to commence business, any asset belongi
• Art. 75(1) There may be registered with the memorandum, articles of association (hereinaft er referred to as "article
• Art. 76(1) The memorandum and articles, if any, shall be delivered for registration to the Registrar who, being satis
• Art. 77(1) On the registration of the memorandum and articles, if any, of a company, the Registrar shall certify unde
• Art. 78(1) All persons carrying on business or entering into agreements in the name of or on behalf of a company in r
• Art. 79(1) A company may by extraordinary resolution alter or add to its memorandum or articles: Provided that - (i)
• Art. 80Where a company changes its name under the provisions of article 79, the Registrar shall enter the new name on
• Art. 81Notwithstanding anything in the memorandum or articles of a company no member shall be bound by any alteration
• Art. 82(1) A document or proceeding requiring authentication by a company may be signed by a director, the company se
• Art. 83(1)(a) A company may by extraordinary resolution of the general meeting reduce its issued share capital or und
• Art. 84(1) A company may, by complying with the provisions of this article, be formed as, or be converted into, an in
• Art. 84A(1) The Minister, in consultation with the Minister responsible for finance and acting on the advice of the co
• Art. 84BNothing in article 84 shall be deemed to prohibit a company, which is not a company with variable share capita
• Art. 84C(1) The Minister, in consultation with the Minister responsible for finance and acting on the advice of the co
• Art. 84DThe Minister, in consultation with the Minister responsible for finance and acting on the advice of the compet
• Art. 84E(1) (a) The Minister may make regulations in order to: (i) provide for the formation, constitution, authorisat
• Art. 85(1) Any increase in the issued share capital of a company shall be decided upon by an ordinary resolution of t
• Art. 86Shares shall be paid up on allotment to at least twenty-five per cent of their nominal value in the case of a
• Art. 87Shares shall be paid up on allotment to at least twenty per cent of their nominal value in the case of a priva
• Art. 88(1) Whenever shares of a public company are proposed to be allotted for consideration in cash, those shares sh
• Art. 89It shall not be lawful for a company to make an offer of securities to the public in a Me mber State or EEA St
• Art. 91Any person responsible for the issue, circulation or distribution of a prospectus or fo r the issue of a form
• Art. 92(Deleted by Act V . 2020.25 ). Registration of prospectus. Amended by: L.N. 391 of 2005. Substituted by: V .20
• Art. 93(1) A copy of the prospectus signed in accordance with the provisions of the Financial Markets Act shall be de
• Art. 94(1) The persons who are responsible for or who have authorised the issue of a prospectus shall be jointly and
• Art. 95(1) Where a company allots or agrees to allot any shares in or debentures of the company with a view to all or
• Art. 96(1) For the purposes of the provisions of articles 89 to 95 - (a) a statement included in a prospectus shall b
• Art. 96A(1) Where a public company makes an offer of securities to the public in a third country, its directors shall,
• Art. 97(1) No allotment shall be made of any share capital of a public company offered to the public for subscription
• Art. 98(1) An allotment made by a company in contravention of article 97 shall be voidable at the instance of the app
• Art. 100(Deleted by Act V . 2020.25 ) Allotment of shares, etc., to be dealt in on stock exchange. Amended by: IV . 20
• Art. 101(Deleted by Act V . 2020.25 ) Operation of article 101 where prospectus offers shares for sale.
• Art. 103(1) Whenever a company makes any allotment of its shares, the company shall, withi n one month thereafter, del
• Art. 104(1) Where the net assets of a public company are half or less of its called-up issued sha re capital, the dire
• Art. 105(1) A company shall not subscribe for any of its own shares, whether on original subscription or on any subseq
• Art. 106(1) Without prejudice to the principle of equal treatment of the shareholders who enjoy the same rights in res
• Art. 107( 1 ) A c o m p a n y m a y a c q u i r e a n y o f i t s o w n s h a r e s otherwise than by subscription wit
• Art. 108(1) If shares acquired or held in contravention of article 106 and of article 107(1) are not disposed of withi
• Art. 109During the time that a company holds any of its own shares - (a) they shall carry no voting rights notwithstan
• Art. 110(1) It shall not be lawful for an undertaking - (a) to subscribe for, hold, acquire or otherwise deal in share
• Art. 111The acceptance of a company’s own shares by way of pledge or other form of security shall be treated as an acq
• Art. 112(1) Any share in a company may be forfeited from any shareholder in favour of the company and any shareholder
• Art. 113(1) It shall be lawful for a company to pay a commission or make a discount or allowance to any person in cons
• Art. 114(1) Where a company issues shares at a premium whether for cash or otherwise, a sum equal to the aggregate amo
• Art. 114A(1) Where a company issu es shares (the "issuing company") and the issuing company - (a) is a qualifying subsi
• Art. 114B(1) The provisions of article 114 shall not apply when the company issuing shares ("the issuing company") has
• Art. 114CAn amount corresponding to the amount representing the premiums, or part of the premium s, on shares issued by
• Art. 114D(1) The Minister may, by regulations published in the Gazette, make such provision as appears to him to be app
• Art. 115(1) Where a company, duly authorised by its memorandum or articles, issues preference shares which are to b e
• Art. 116(1) If, in the case of a company the share capital of which is divided into different classes of shares, provi
• Art. 117Each share in a company shall be distinguished by its appropriate number: Provided that, if at any time all th
• Art. 117AA usufructuary of shares in a company shall be entitled to attend any general meeting of the company and to re
• Art. 118(1) Notwithstanding any provisions contained in any other law, a transfer of shares in or debentures of a comp
• Art. 119(1) On the application of the transferor or of the transferee of any share in or deb enture of a company, the
• Art. 120(1) Every company shall, within two months after the allotment of any of its shares or debentures and within t
• Art. 121No company may issue a share warrant to bearer notwithstanding anything contained in its memorandum and articl
• Art. 121A(1) A holder of a share warran t shall, before the expiry of nine months from the coming into force of the Com
• Art. 122(1) Securities may, unless otherwise provided in the memorandum or articles of the co mpany or under the condi
• Art. 123(1) Every company shall keep a register of its members and shall enter therein th e following particulars: (a)
• Art. 124(1) Every company shall keep a register of debentures and shall enter therein the name s and addresses of the
• Art. 125Except when duly closed in accordance with the provisions of article 126, and subject to such reasonable restr
• Art. 126(1) A company may, on giving notice by advertisement in a daily newspaper circulating wholly or mainly in Malt
• Art. 126A(1) Notwithstanding the provisions of articles 123 and 124, where shares or debenture s of a company are held
• Art. 127(1) Unless otherwise provided in its articles, a company formed and registered in Malta shall not recognise an
• Art. 127A(1) Except as provided for in this article, the provisions of the preceding article shall not apply to foundat
• Art. 128(1) Every company shall in each year hold a general meeting as its annual general meeting in addition to any o
• Art. 129(1) The directors of a company shall on the requisition of one or more members of the company, holding not les
• Art. 130A general meeting of a company shall be deemed not to have been duly convened unless at least fourteen days’ n
• Art. 131The following provisions shall h ave effect in so far as the articles of a company do not contain other provis
• Art. 132(1) If for any reason it is impracticable to call a meeting of a company in any manner in which meetings of th
• Art. 134(1) Any provision contained in the memorandum or articles of a company shall be v oid in so far as it would ha
• Art. 135(1) A resolution shall be an extraordinary resolution where- (a) it has been taken at a general meeting of whi
• Art. 136A company shall, unless otherwise provided in its memorandum or articles, have the power to borrow money and t
• Art. 136A(1) A director of a company shall be bound to act honestly and in good faith in the b est interests of the com
• Art. 137(1) Every public company shall have at least two directors. (2) Every private company shall have at least one
• Art. 138(1) Every company shall h ave a company secretary. (2) No company shall: (a) have as company secret ary its so
• Art. 139(1) A person shall not be capable of being appointed director of a company unless he has personally signed the
• Art. 140(1) A company may remove a director before the expiration of his period of office by a resolution taken at a g
• Art. 141(1) Where for any reason the representation of a company ceases to be vested in any person or persons, the com
• Art. 142(1) A person shall not be quali fied for appointment or to hold office as director of a co mpany or company se
• Art. 143(1) A director of a company may not, in competition with the company and without the approval of the same comp
• Art. 144(1) It shall not be lawful for a company - (a) to make a loan to any person who is its director or a director
• Art. 145(1) It shall be the duty of a director of a company who is in any way, whether directly or indirectly, interes
• Art. 146( 1 ) E v e r y c o m p a n y s h a l l s e n d t o t h e R e g i s t r a r f o r registration a return of any
• Art. 147(1) The personal liability of the directors in damages for any breach of duty shall be joint and several: Prov
• Art. 148(1) Any provision, whether contained in the memorandum or articles of a company or in any contract with a comp
• Art. 149(1) Every company shall cause minutes of all proceedings of general meetings and all pro ceedings at meetings
• Art. 150Anything required to be done by a company under any provision of this Act shall be deemed also to be required
• Art. 151(1) A company shall, at each general meeting at which the annual accounts ar e laid, appoint an auditor or aud
• Art. 151A(1)( a)A public-interest entity shall appoint an auditor or an audit firm for an initial engagement of at leas
• Art. 152(1) The directors shall at any time before the general meeting of the company at which the annual accounts are
• Art. 153An auditor must at all times adhere to the rules on independence and professional ethics set out in the Code o
• Art. 154(1) The auditors of a company shall have a right of access at all times to the company’s accounting records, a
• Art. 155A company’s auditors s hall be entitled - (a) to receive all notices of, and other communications relating to,
• Art. 156(1) The remuneration of auditors appointed by the company in general meeting shall be fixed by the company in
• Art. 157(1) Notwithstanding anything in a company’s memorandum or articles or in any other agreement, the company may
• Art. 158(1) Notice specifying the text of and reasons for a proposed resolution of a general meeting of a company wher
• Art. 159(1) Without prejudice to the notification obligations in terms of article 17 of the Accountancy Profession Act
• Art. 160(1) The provisions of this article shall apply where an auditor’s notice of resignation is accompanied by a st
• Art. 161(1) Where an auditor ceases for any reason to hold office, he shall deposit at the company’ s registered offic
• Art. 162(1) If a person ceasing to hold office as auditor fails without just cause to comply with the provisions of ar
• Art. 163(1) In lieu of the requirements of articles 13 to 18 of the Commercial Code a company shall be required to kee
• Art. 164(1) A company’s accounting periods are determined by reference to its accounting reference date. (2) A company
• Art. 165(1) At any time during a pe riod which is an accounting reference period of a company by virtue of article 164
• Art. 166(1) Where a company has given notice with effect in accordance with article 165 and t hat notice has not been
• Art. 167(1) The directors of every c ompany shall prepare for each accounting period individual accoun ts comprising t
• Art. 168(1) The provisions of this Chapter and the Schedules enacted under it shall apply only to the extent that they
• Art. 169(1) An investment company with variable share capital shall prepare its individual acco unts in accordance wit
• Art. 170(1) If at the end of an accounting period a company is a parent company the directors shall, as well as prepar
• Art. 171(1) Consolidated accounts shall comprise the consolidated balance sheet as at the last day of the accounting p
• Art. 172The directors of a company, acting within the competences assigned to them by law, have collective responsibil
• Art. 173A parent company shall be exempt from the requirements to prepare consolidated accounts if as at its balance s
• Art. 174(1) A parent company shall be exempt from the requirement to prepare consolidated accounts if it is itself a s
• Art. 175(1) Individual accounts prepared in terms of article 167 shall, in the notes to the accounts, disclose the inf
• Art. 176(1) A company’s annual accounts shall be approved by the board of directors and the balance sheet shall be dat
• Art. 177(1) For each accounting period the directors shall prepare a report, hereinafter referred to as "the directors
• Art. 178(1) The directors’ report shall be approved by the board of directors and dated and signe d on behalf of the b
• Art. 179(1) A company’s auditors shall make a report to the company’s members on all annual accounts of the company of
• Art. 179A(5) Every copy of the auditors’ re port which is laid before the company in general meeting, or which is other
• Art. 179B(1) The audit report of public-interest entities shall be prepared in accordance with the provisions of articl
• Art. 180(1) In the case of every company, a copy of the annual accounts of a company for the accounting period shall,
• Art. 181(1) In respect of each accounting period of a company the directors shall lay before the company in general me
• Art. 182(1) The period allowed for laying before and approval by the company in general meeting of a company’s annual
• Art. 183(1) The company directors shall deliver to the Registrar for registration a copy of the company’s annual accou
• Art. 184(1) Every company shall, after 1st January 2004, upon each anniversary of its registrat ion, make a return in
• Art. 185(1) Companies which on their balance sheet dates do not exceed the limits of a t l e a s t two of the followin
• Art. 186(1) The share capital of a company may be denominated in any currency which is a conver tible currency within
• Art. 187(1) A company shall present its annual accounts in the same currency as that of its share capital. (2) Where t
• Art. 188For the purposes of this Chapter, the Minister may by order make regulations which - (a) add to the classes of
• Art. 189(1) Regulations made under article 188 may - (a) make different provision for different cases; and (b) repeal
• Art. 190(1) If - (a) in respect of a company’s accounting period any of the requirements of article 182(1) has not bee
• Art. 191(1) Where all the partners of a partnership en nom collectif or where all the partners having unlimited liabil
• Art. 192(1) A company shall not make a distribution except out of profits available for the purpose. (2) For the purpo
• Art. 193(1) A public company may only make a distribution at any time - (a) if at that time the amount of its net asse
• Art. 194(1) Subject to the following pro visions of this article, an investment company with fixed share capital may a
• Art. 195(1) The Minister may make regulations extending the provisions of article 194, w ith or without modifications,
• Art. 196(1) Subject to the following p rovisions of this article, where development costs are shown as an asset in a c
• Art. 197(1) The provisions of this article and of articles 198 to 203 shall apply for determining the question whether
• Art. 198(1) If the company’s last annual accounts constitute the only accounts relevant under ar ticle 197, the requir
• Art. 199(1) The provisions of this article shall constitute the requirements in respect of interim accounts prepared f
• Art. 200(1) The provisions of this article shall constitute the requirements in respect of initi al accounts prepared
• Art. 201For the purpose of determini ng, by reference to particular accounts, whether a proposed distribution may be m
• Art. 202For the purposes of articles 192 and 193, a provision of any kind mentioned in the Third Schedule in paragraph
• Art. 203Where a company makes a distribution of, or including, a non-cash asset, and any part of the amount at which t
• Art. 204Where a distribution, or part of a distribution, made by a company to one of its members is made in contravent
• Art. 205The provisions of article 204 shall apply without prejudice to any obligation imposed apart from that article
• Art. 206Where immediately before 1st January, 1995 a company was authorised by a provision of its articles to apply it
• Art. 207(1) The provisions of this article shall have effect for the interpretation of this Chapter. (2) "Capitalisati
• Art. 208The provisions of this Chapter shall be without prejudice to any other provision of law, or any provision of a
• Art. 209(1) A private company is a company which, besides fulfilling the requirements of this Act for it to hold the s
• Art. 210Subject to the provisions of this Act, in the case of a private company, a resolution in writing signed by all
• Art. 211(1) A private company shall have the status of an exempt company if the conditions mentioned in sub-article (2
• Art. 212(1) A company referred to in article 211(1) may have a single member notwithstanding the provisions of article
• Art. 213(1) A private company may change its status to a public company by altering its memorandum or articles and inc
• Art. 213A(1) Large undertakings, as def ined in the Third Schedule, and all public-interes t entities active in the ext
• Art. 213B(1) Ultimate parent undertakings governed by the laws of Malta as defined in the Fourth Schedule, where the co
• Art. 213C(1) Directors of the ultimate parent undertakings or the standalone undertakings referre d to in article 213B(
• Art. 213DWhere the financial statements of an undertaking governed by the law of a Member State or by the law of a stat
• Art. 214(1) A company shall be dissolved and consequently wound up in the following cases - (a) the company has by ext
• Art. 214A( 1 ) A c o m p a n y w h i c h h a s b e e n v a l i d l y r e g i s t e r e d f o r a minimum period of six
• Art. 215The term "contributory" m eans every person liable to contribute to the assets of a co mpany in the event of i
• Art. 216In the winding up of a company every present and past member shall be liable to contribute to the assets of th
• Art. 217(1) The provisions of sub-arti cles (2) and (3) shall only apply following the dissolution of a company where
• Art. 218(1) A request to the court (her einafter referred to as the "winding up application") for the - (a) winding up
• Art. 219(1) On the hearing of the winding up application, the court may either dismiss the ap plication or make an ord
• Art. 220At any time after the filing of a winding up application, and before a winding up order has been made, the com
• Art. 221In a winding up by the court, any disposition of the property of the company, including any rights of action,
• Art. 222When a company is being wound up by the court, any act or warrant, whether precautionar y or executive, other
• Art. 223( 1 ) W h e r e a w i n d i n g u p o r d e r h a s b e e n m a d e , t h e company shall be deemed to have be
• Art. 224(1) On the making of a winding up order, or on the dismissal of a winding up application, a copy thereof shall
• Art. 225(1) The Minister shall appoint a senior official of the Agency to be the official receiver for the purposes of
• Art. 226( 1 ) W h e r e t h e c o u r t h a s m a d e a w i n d i n g u p o r d e r o r appointed a provisional admini
• Art. 227(1) In a case where a winding up order is made, the official receiver shall, as soon as practicable after rece
• Art. 228(1) The court may by order appoint a provisional administrator at any time after t he presentation of a windin
• Art. 229(1) The official receiver, by virtue of his office and upon notification by the Court, becomes the liquidator
• Art. 230(1) The provisions of this article shall apply where a company is being wound up by the court and separate mee
• Art. 231(1) The dates of meetings of creditors and contributories shall be fixed and the meetings shall be summoned by
• Art. 232(1) In the case of a first meeting of creditors or of an adjournment thereof a person shall not be entitled to
• Art. 233(1) The official receiver shall also give to each of the officers of the company who, in his opinion ought to
• Art. 234(1) The official receiver shall also, as soon as practicable before the first meeting, send to each creditor m
• Art. 235(1) Where in the winding up of a company by the court a person other than the official receiver is appointed l
• Art. 236(1) A liquidator appoint ed in accordance with the provisions of article 230 may resign or, on the application
• Art. 237Where a company is being wound up by the court, the liquidator or the provisional administrator, as the case m
• Art. 238(1) The liquidator in a winding up by the court shall have the power, with the san ction either of the court o
• Art. 239(1) Subject to the provisions of this Act, the liquidator of a company which is being wound up by the court sh
• Art. 240Every liquidator of a company which is being wound up by the court shall keep proper books in which he shall c
• Art. 241(1) Upon his appointment the liquidator shall notify the Registrar of any bank account wh ich the liquidato r
• Art. 242(1) Every liquidator of a company which is being wound up by the court shall, at such times as may be prescrib
• Art. 243(1) If an application is made to the court by any creditor or contributory complaining on the conduct of a liq
• Art. 244(1) When the liquidator of a company which is being wound up by the court has realis ed all the property of th
• Art. 245(1) When a winding up order has been made by the court, the separate meeting of the creditors referred to in a
• Art. 246(1) The liquidation committee shall consist of not more than five creditors of the company elected by the meet
• Art. 247Where there is no liquidation committee, the official receiver may, on the request of the liquidator, do any a
• Art. 248(1) The court may at any time after a winding up order, on the application either of the liquidator or the off
• Art. 249As soon as may be after making a winding up order, the court shall draw up a list of contributories and shall
• Art. 250The court may, at any time after making a winding up order, require - (a) any contributory for the time being
• Art. 251(1) The court may at any time after making a winding up order, make an order on any contributory for the time
• Art. 252(1) The court may, at any time after making a winding up order, and either before or after it has ascertained
• Art. 253An order made by the court on a contributory shall, subject to any right of appeal, be conclusive evidence tha
• Art. 254(1) The liquidator or provisional administrator may, if satisfied that the nature of the estate or business of
• Art. 255The court may fix a time or times within which creditors are to prove their debts or clai ms or are to be excl
• Art. 256The court shall adjust the r ights of the contributories among themselves and distribute any surplus among the
• Art. 257(1) The court may, at any time after making a winding up order, make such order for ins pection of accounts, a
• Art. 258(1) The court may, in the event of the assets being insufficient to satisfy the liabilities, make an order as
• Art. 259The court may, at any time after the appointment of a provisional administrator or the making of a winding up
• Art. 260(1) Where a winding up order has been made by the court, and the official receiver has made a report under thi
• Art. 261The court, at any time before or after making a winding up order, on proof of probable cause for believing tha
• Art. 262Any powers conferred by this Act on the court shall be in addition to any powers exercisable by any person und
• Art. 263The powers conferred and the duties imposed on the court by this Act in respect of the following matters - 170
• Art. 264(1) When the affairs of the company have been completely wound up and the requirements of article 244 have bee
• Art. 265(1) When a company has passed a resolution for dissolution and consequential voluntary winding up, it shall, w
• Art. 266Where a company is dissolved in accordance with the provisions of article 214(1)( b), the date of dissolution
• Art. 267(1) In case of a voluntary winding up, the company shall, from the date of dissolution, cease to carry on its
• Art. 268(1) When it is proposed to dissolve and wind up a company voluntarily, in accordance with article 214(1)( b),
• Art. 269The provisions contained in articles 270 to 275 shall, subject to the provisions of article 276, apply in rela
• Art. 270(1) The company shall by extraordinary resolution appoint a liquidator for the purpose of winding up the affai
• Art. 271(1) If a vacancy occurs by d eath, resignation or removal in the office of liquidator appointed by the company
• Art. 272(1) If the liquidator is, at an y time after a declaration is made in accordance with article 268, of opinion
• Art. 273(1) Subject to the provisions of article 276, in the event of the winding up continuing for more than twelve m
• Art. 274(1) Subject to the provisions of article 276, as soon as the affairs of the company are fully wound up, the li
• Art. 275(1) The Registrar, on receiving the account and the scheme of distribution, if any, together with the auditors
• Art. 276Where the provisions of articl e 272 have effect, articles 283 to 285 shall apply to the winding up in lieu of
• Art. 277The provisions of articles 278 to 285 shall apply in relation to a creditors’ voluntary winding up. Meeting of
• Art. 278(1) The directors of the company shall cause a meeting of the creditors of the company to be summoned for a da
• Art. 279(1) The creditors and the company at their respective meetings mentioned in article 278 may nominate a person
• Art. 280(1) The creditors at the meeting to be held in pursuance of article 278, or at any subsequent meeting may, if
• Art. 281The liquidation committee or, if there is no such committee, the creditors, shall fix the basis of remuneratio
• Art. 282If a vacancy occurs, by death, resignation or removal in the office of a liquidator who was not appointed by t
• Art. 283(1) In the event of the winding up continuing for more than twelve months, the liquidato r shall summon a gene
• Art. 285(1) The Registrar shall, on receiving the account and the scheme of distribution, if any, together with the au
• Art. 286The provisions contained in articles 287 to 294 shall apply to every voluntary winding up, whether a members’
• Art. 287Subject to the provisions of this Act and of any other law as to preferential debts or payme nts, the property
• Art. 288(1) The liquidator may - (a) in the case of a members’ voluntary winding up, with the sanction of an extraordi
• Art. 289(1) The court may, on the application of any member, creditor or contributory, remove a liquidator if it is sa
• Art. 290(1) The liquidator shall, within fourteen days after his appointment, deliver to the Regis trar for registrati
• Art. 291(1) Any arrangement entered into between a company in the course of being wound up, and its creditors shall, s
• Art. 292(1) The liquidator or any member, contributory or creditor may apply to the court to determine any question ar
• Art. 293All costs, charges and expenses properly incurred in the winding up, including the remuneration of the liquida
• Art. 294The voluntary winding up of a company shall not bar the right of any creditor or contributory to have it wound
• Art. 295On the appointment of a liquidator, all the powers of the directors and of the company s ecretary shall cease,
• Art. 296(1) The liquidator, including the official receiver while occupying the office of liquidator, shall summon all
• Art. 297(1) A certificate by the official receiver, or an affidavit by the liquidator or creditor, or as the case may
• Art. 298(1) (a) At a meeting of creditors a resolution shall be deemed to be passed when a majority in value of the cr
• Art. 299( 1 ) A m e e t i n g o f c r e d i t o r s or contributories may act provided there is a quorum present consi
• Art. 300(1) Upon the resignation of a liquidator from his office, he shall deliver to the Registrar for registration a
• Art. 300A(1) Where in the course of the winding up of a company the liquidator has not taken into account any asset of
• Art. 300B(1) Where a company has been struck off the register, any interested person may, by an application, request th
• Art. 301In every winding up of a company the assets of which are sufficient to meet the liabilities, all debts payable
• Art. 302In the winding up of a company the assets of which are insufficient to meet the liabilities, the rights of sec
• Art. 303(1) Every privilege, hypothec or other charge, or transfer or other disposal of property or rights, and any pa
• Art. 304(1) Where anything made or done after the appointed day is void under article 303 as a fraudulent preference o
• Art. 305(1) A person shall not be qualified to act as liquidator unless he is an advocate or is an individual who is a
• Art. 306(1) A liquidator shall be prohibited from transferring or disposing of any assets of a comp any, directly or i
• Art. 307(1) When a company has been dissolved in accordance with the provisions of article 214, any person, being a pa
• Art. 308(1) When a company is being wound up by the court or voluntarily, a person shall be guilty of an offence if, b
• Art. 309(1) If any person, being a past or present officer of a company - (a) does not to the best of his knowledge an
• Art. 310It shall be a good defence to a charge under any of paragraphs ( a), (b), (c) and ( d) of article 309(1), if t
• Art. 311If any contributory of any company being wound up destroys, mutilates, alters or fa lsifies any accounts, acco
• Art. 312( 1 ) T h e p r o v i s i o n s o f t h i s a r t i c l e s h a l l a p p l y i f i n t h e course of the wind
• Art. 313(1) If any person, being at the time of the commission of the alleged offence, an officer of a company which i
• Art. 314If, where a company is dissolv ed, it is shown that proper accounting records were not kept by the company thr
• Art. 315(1) If in the course of the winding up of a company, whether by the court or voluntarily, it appears that any
• Art. 317(1) The provisions of this article shall apply to a person who, on or after the appointed d ay, was a director
• Art. 318If it appears to the court in the course of a winding up by the court that any past or present officers, or an
• Art. 319If it appears to the liquidator in the course of a voluntary winding up that any past or present officer, or a
• Art. 320(1) The court, upon the application of the Attorney General, the Official Receiver or the Registrar, may make
• Art. 322(1) If, where a company is being wound up, whether by the court or voluntarily, the winding up is not conclude
• Art. 323(1) The court may, with respect to all matters relating to the dissolution and winding up of a company, have r
• Art. 324(1) Where the name of a company is struck off the register, the Registrar shall forthwith proceed to publish a
• Art. 325(1) Where the Registrar has reasonable cause to believe that a company is not carrying on business or is not i
• Art. 326(1) Part III of the Commercial Code relating to bankruptcy shall not apply to a company. (2) References in oth
• Art. 327(1) Where a compromise or arrangement is proposed between a company and its creditors, or any class of them, o
• Art. 328(1) The provisions of this article shall apply where a meeting of creditors or any class of creditors, or of m
• Art. 329(1) The provisions of this article shall apply where application is made to the court under article 327 for th
• Art. 329AWhere the directors of a company become aware that the company is unable to pay its debts or is imminently lik
• Art. 329B(1) ( a) Where a company is unabl e to pay its debts or is imminently likely to become unable to pay its debts
• Art. 330(1) A commercial partnership (in this Chapter referred to as "the commercial partnersh ip to be converted") ma
• Art. 331(1) The decision or resolution approving the conversion of a commercial partnership together with the instrume
• Art. 332(1) Upon the conversion of a commercial partnership which has become effective either through the lapse of the
• Art. 333The conversion of a commercial partnership shall not discharge partners with unlimited liability from liabilit
• Art. 334(1) The conversion of a comme rcial partnership shall not take effect until three months from the date of the
• Art. 335(1) The commercial partnership resulting from the conversion shall succeed to all the assets, rights, liabilit
• Art. 336(1) The provisions of articles 337 to 342 shall apply to the amalgamation of partnerships en nom collectif and
• Art. 337(1) The provisions of article 330(2) shall apply to the amalgamation of any two or more commercial partnership
• Art. 338(1) The decisions taken by each of the amalgamating commercial partnerships approving the amalgamation togethe
• Art. 339(1) Upon the amalgamation of two or more commercial partnerships which has become effective either through the
• Art. 340The amalgamation of two or more commercial partnerships shall not discharge partners with unlimited liabil ity
• Art. 341(1) The amalgamation of two or more commercial partnerships shall not take effect until three months from the
• Art. 342(1) An acquiring commercial partnership or, where a new commercial partnership is formed , the new commercial
• Art. 343( 1 ) A m a l g a m a t i o n o f t w o o r m o r e c o m p a n i e s m a y b e effected by - (a) merger by ac
• Art. 344(1) The directors of the acquiring company and of each of the companies being acq uired (hereinafter r eferred
• Art. 345(1) A merger by acquisition shall only be made if it has been approved by an extraordinary resolution of each
• Art. 346(1) The directors of each of the amalgamating companies shall: (a) draw up a detailed written report explainin
• Art. 347In the event of an increase in the issued share capital made to pay the shareholders of the companies being ac
• Art. 348(1) One or more experts acting on behalf of each of the amalgamating companies, but independent of them and ap
• Art. 349(1) All shareholders of every amalgamating company are entitled to inspect the following documents at the regi
• Art. 350The extraordinary resolu tions taken by each of the amalgamating companies approving the amalgamation together
• Art. 351( 1 ) T h e a m a l g a m a t i o n o f t w o o r m o r e c o m p a n i e s s h a l l not take effect until th
• Art. 352The holders of securities, other than shares, in the companies being acquired, to wh ich special rights are at
• Art. 353(1) Upon the amalgamation of two or more companies which has become effective either through the lapse of the
• Art. 354(1) An amalgamation shall have the following consequences: (a) the acquiring company shal l succeed to all the
• Art. 355Any director of any of the amalgamating companies answerable for wilful or negligent misconduct in the prepara
• Art. 356Any interested party may contest the registration made by the Registrar, by virtue either of article 344 or ar
• Art. 357(1) The provisions of articles 344 to 356 other than article 345(6) shall apply to merger by formation of a ne
• Art. 358(1) The operation whereby the assets and liabilities of one or more companies are deliver ed to another compan
• Art. 359(1) Where a merger by acquisition is carried out by a company which holds ninety per cent or more, but not all
• Art. 360(1) Division of a company into two or more companies may be effected by - (a) division by acquisition; or (b)
• Art. 361(1) The directors of the company to be divided and of each of the recipient companies (h ereinafter referred t
• Art. 362(1) A division may only be made if it has been approved by an extraordinary resolution of each company involve
• Art. 363(1) The directors of each of the companies involved in a division shall draw up a detailed written report expl
• Art. 364(1) One or more experts acting on behalf of each of the companies involved in a division but independent of th
• Art. 365(1) All shareholders of the companies involved in a division shall be entitled to inspect the following docume
• Art. 366The provisions of article 363, article 364(1) and (2) and article 365(1)( c), (d) and (e) shall not apply if a
• Art. 367The extraordinary resolution approving the division passed by the company to be di vided and the extraordinary
• Art. 368(1) The division shall not take effect until three months from the date of the publication of the statement re
• Art. 369The holders of securities, ot her than shares, to which special rights are attached, shall be given rights in
• Art. 370(1) Upon the division becoming effective either through the lapse of the period referred to in article 368 or,
• Art. 371(1) A division shall have t he following consequences: (a) the recipient companies shall succeed to all the as
• Art. 372Any person who - (a) being a director of a company to be divided and who is responsible for the prepara tion a
• Art. 373Any interested party may contest the registration made by the Registrar, by virtue either o f article 361 or o
• Art. 374(1) The provisions of articles 361, 362(1) to (5), 363, 364(1) and (2) and articles 365 to 373 shall apply to
• Art. 374A(1) The provisions of articles 361, 362, 363, 364(1) and (2) and articles 365 to 373 shall apply to division b
• Art. 375(1) The company to be divided may apply to the court for it to supervise the division. (2) The court shall as
• Art. 377Saving any agreement to the contrary, the associating party may not have other associates in the same business
• Art. 378(1) In regard to third partie s the ownership of, or other rights over, a thing contributed by an associate sh
• Art. 379A third party shall acquire rights and assume obligations against and in fav our only of the a ssociating part
• Art. 380The management of the business or of the transactions in respect of which the association was formed shall ves
• Art. 381Unless otherwise agreed, the associate shall bear the losses in the same proportion in which he partakes in th
• Art. 382Saving the provisions of the pr eceding articles of this Part, an association en participation may be formed i
• Art. 383An association en participation shall be constituted by an instrument in writing although any such association
• Art. 384Articles 385 to 389 shall apply to all companies, commercial partnerships, as well as other legal organisation
• Art. 385(1) Oversea companies which, on or after the appointed day, establish a branch or place of business within Mal
• Art. 386If any alteration is made in - (a) the charter, statutes or memorandum and articles of an oversea company or a
• Art. 387(1) Every oversea company shall, within within twelve months from the end of every accounting period, make out
• Art. 388(Deleted by Act V . 2020.25 ) Penalties.389. If an oversea company fails to comply with any of the foregoing p
• Art. 390(Deleted by Act V . 2020.35 ) Prospectus of oversea company. Amended by: IV . 2003.147, 151; L.N. 391 of 2005;
• Art. 391(Deleted by Act V . 2020.35 ) Attempted evasion of article 391 to be void. Amended by: L.N. 391 of 2005.
• Art. 392(Deleted by Act V . 2020.35 ) 242 CAP. 386.] COMP ANIES Prospectus containing statement by expert. Amended by:
• Art. 393(Deleted by Act V . 2020.35 ) Restrictions on allotment to be secured in prospectus. Amended by: IV . 2003.147
• Art. 394(Deleted by Act V . 2020.35 ) Certificate exempting from compliance with Part B of the Second Schedule. Amende
• Art. 395(1) (Deleted by Act V . 2020.35 ) Registration of oversea prospectus before issue. Amended by: IV . 2003.147,
• Art. 396(Deleted by Act V . 2020.35 ) Consequences of non-compliance with articles 391 to 396. Amended by: IV . 2003.1
• Art. 398(Deleted by Act V . 2020.35 ) Chapter III - Provisions as to the winding up of the affairs in Malta of an over
• Art. 399( 1 ) T h e c o u r t m a y w i n d u p t h e a f f a i r s i n M a l t a o f a n oversea company constituted
• Art. 399A(1) (a) An oversea company shall within one month of the closure of its branch or place of business in Malta d
• Art. 400(1) The Minister shall appoint a senior official of the Agency to be Registrar of Companies and other Commerci
• Art. 401(1) In addition to the other duties prescribed by this Act, it shall be the duty of the Registrar - (a) to ens
• Art. 402(1) Any member of a compan y who complains that the affairs of the company have been or are being or are likel
• Art. 403(1) The provisions of articles 404 to 413 and of articles 418 to 423 which regulate the investigation of the a
• Art. 404(1) The Registrar may by letter of authority appoint one or more inspectors to investigate the affairs of a co
• Art. 405(1) Where the court, in the course of proceedings before it under this Act, by order declares that the affairs
• Art. 406(1) If inspectors appointed under article 404 or article 405 to investigate the affairs of a company think it
• Art. 407(1) When inspectors are appointed under article 404 or article 405, it shall be the duty of all officers and a
• Art. 408If an inspector has reasonable grounds for believing that a director, or past director, of the company or othe
• Art. 409If any person referred to in article 407 - (a) refuses to produce any book or document which it is his duty un
• Art. 411(1) If, from any report made under article 410 or from information or documents obtained under article 418 or
• Art. 412(1) The expenses of and incidental to an investigation by inspectors appointed by the Registrar shall be defra
• Art. 413A copy of any report of inspectors appointed under article 404 or article 405 certified by the Registrar to be
• Art. 414(1) Where it appears to the R egistrar that there is good reason to appoint one or more in spectors to investi
• Art. 415(1) For the purposes of an investigation made by virtue of article 414, the provisions of articles 406(1), 407
• Art. 416(1) If it appears to the Registrar that there is good reason to investigate the ownership of any shares in or
• Art. 417(1) Where in connection with an investigation made by virtue of article 414 or article 416, it appears to the
• Art. 418(1) The powers arising under this article shall be exercisable in relation to the f ollowing persons with rega
• Art. 419(1) If the Registrar is satisfied that reasonable grounds exist for suspecting that there are on any premises
• Art. 420(1) No information or document relating to an entity as is referred to in article 418(1) which has been obtain
• Art. 421(1) A person, being an officer of any such entity as is referred to in article 418(1), who - (a) destroys, mut
• Art. 422A person who, in responding to a requirement imposed under article 418 to provide an explanation or make a sta
• Art. 423(1) Nothing contained in articles 404 to 417 shall require the disclosure to the Registrar or to an inspector
• Art. 424Any person may - (a) inspect the documents kept by the Registrar other than documents obtained by him or comin
• Art. 425(1) The Minister may make re gulations for the purpose of carrying into effect the provisions of this Act, and
• Art. 426(1) The power to make regulations under article 425 includes the power to prescribe that any person in breach
• Art. 427( 1 ) W h e r e a n y p r o v i s i o n o f t h i s A c t p r o v i d e s f o r t h e imposition of a penalty,
• Art. 428(1) As from the appointed day a commercial partnership shall not be formed and registered unless it complies w
• Art. 429(1) The dissolution of a commercial partnership occurring before, on or within six months from the appointed d
• Art. 430Where for the exercise of a right this Act establishes a period shorter than that established by any other law
• Art. 431(1) Notwithstanding anything to the contrary contained in articles 428 and 429 - (a) Deleted by Act XVIII.2025

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