Companies Act (Cap. 386), article 425

425. (1) The Minister may make re gulations for the purpose of carrying into effect the provisions of this Act, and may, witho ut prejudice to the generality of t he foregoing, by such regulatio ns - (a) prescribe the fees to be levied in relation to the registration, publication, inspection or issue of documents, certificates, copies or extracts, required or a l l o w e d u n d e r t h i s A c t , a n d d i f f e r e n t f e e s m a y b e levied for different kinds or categories of commercial partnerships, and may further prescribe different fees for companies on the b asis of their status; (b) prescribe forms to be used under this Act; (c) amend, revoke or substitut e the minimum share capital requirement established by ar ticle 72, the criteria set out in article 185 and the formulae for determining the average number of employ ees set out in sub-article (12) of the last mentioned article; (d) amend any Schedule to this Act other than the Ninth, Eleventh and Twelfth Schedule and for this purpose may distinguish between different categories of companies; (e) prescribe the qualifications necessary to act as company secretary, including any residence qualification, as he may deem fit; (f) prescribe regulations, not inconsistent with the provisions of this Act, for the conduct of winding up proceedings under Title II of Part V of this Act, and prescribe criteria for establishing who may be considered as a fit and proper person to act as liquidator for the purposes of article 305(1); (g) prescribe requirements in relation to the allotment and the transfer of shares or de bentures, their numbering, their registration with the company and with the Registrar, the keeping of the register of members and of debentures, and the issue of the relevant share and COMP ANIES [CAP. 386. 265 debenture certificates in respect of any allotment or transfer of shares or debentures, in relation to companies listed on any regulated market or any equivalent market in a non-Member State or non-EEA State and to investment comp anies with variable share capital, and such requiremen ts that are prescribed may also be in substitution of those of the relevant provisions contained in Chapters IV and VI of Title I of Part V of this Act; (h) Deleted by Act XI. 2017.16. (i) provide for the exemption of companies, or any kind or category thereof, from any of the provisions of articles 105 to 111, or for the application to any such companies of the said provision subject to such variations and conditions as may be prescribed; (j) Deleted by Act XVIII.2025. 56. (k) provide for the exemption of oversea companies, which establish a branch or place of business within M a l t a u n d e r P a r t X I o f t h i s A c t , f r o m a n y o f t h e provisions of Part XI of this Act, or for the application to any such oversea companies of the said provisions with such qualifications and subject to such variations and conditions as may be prescribed, including the prescription of additional or different rules and requirements regulating such oversea companies; (l)( Deleted by Act V . 2020.237 ) (m) prescribe requirements in relation to the system of interconnection of registers and the interoperability of registers within the system of interconnection of registers through the European e-Justice portal, and such requirements may stipulate any further conditions necessary to implement Directive 2012/17/EU of the European Parliament and of the Council of 13 June 2012 amending Council Directive 89/666/EEC a n d Directives 2005/56/EC and 2009/101/EC o f t h e European Parliament and of the Council as regards the interconnection of central , commercial and companies registers; (n) require undertakings other than small undertakings to disclose information in their annual financial statements which is additional to that required pursuant to this Act; (o) transpose and implement Community Company Law Directives; such regulations may provide for such exemptions, modifications, adaptations and variations of any of the provisions of this Act and may introduce conditions or qualifications thereto as may be specified and as may be necessary for the transposition and implementation o f such Directives; (oa) provide for the exemption of certain small undertakings 266 CAP. 386.] COMP ANIES from the provisions of Chapter IX of Title I of Part V of this Act and from the requirements imposed by article 179, subject to such conditions and requirements as may be prescribed; (p) prescribe anything that may be prescribed and generally do any other matter incidental or supplementary to any of the foregoing matters; and (q) prescribe and provide the necessary regulations, requirements and guidelines in relation to the establishment, administration and upkeep of the central data repository and any other r egister which the Registrar may be required to keep in fulfilment of his duties, including any access qualification, and may further prescribe fees for such access, as the Registrar may deem fit; (r) prescribe regulations for the better carrying out of any of the provisions relating to the registered office in Malta and the electronic mail address of the company; (s) prescribe regulations and requirements for the formation, registration and governance of limited liability companies consistent with this Act that are intended to operate in specific economic s ectors, in consultation with other Ministers, as may be necessary. (2) The Minister may by regulations provide for the obligation and for the form and manner of disclosure and notification of interests, including ownership, in shares in public companies, and may in particular: (a) prescribe by and to whom, when, under what circumstances and conditions and how such disclosure or notification shall be made; and different obligations and duties may be prescribed for different types of companies; (b) establish the particulars to be contained in any notification of interests in shares and the circumstances when investig ations may be carried out by a company in respect of the holding of any shares, or other interest therein, a nd further establish when, to whom and in what manner the company shall be obliged to report on the findings of any such investigation; (c) provide for the keeping of registers of interests in shares, for the notification and registration of share acquisitions and disposals, and for the manner in which such notification and registration shall be recorded, and provide for the investigation of share acquisitions and disposals; (d) establish - (i) offences, providing for a fine ( multa ) of not more than two hundred and thirty thousand euro (€230,000) or a term of imprisonment not COMP ANIES [CAP. 386. 267 exceeding five years, or for both such fine and imprisonment; (ii) administrative penalties not exceeding two thousand and three hundred euro (€2,300), or daily default penalties not exceeding fifty euro (€50) for every day during which the default continues, or both such penalties and d aily default penalties; for failure to effect a prescribed disclosure or to make a notification or for any other contravention of the provisions of any regulation made in terms of this sub- article; (e) provide for any matter incidental to or connected with any of the above. (3) ( a) The Minister may by regulations provide for the formation, constitution and regulation of economic interest groupings to be endowed with such legal personality and capacity as may be established. In this sub-article, "economic interest groupings" refers to groups or associations consisting of two or more persons and whose objects are to facilitate or develop the economic activities of their members, or to improve or increase the profits or benefits of such activities. (b) Regulations made by the Minister in virtue of paragraph ( a), shall, in particular and without prejudice to the authority vested in the Minister by the said paragraph, prescribe: (i) the contents and particulars that are to be stated in the deed or instrument of constitution of an economic interest grouping, including its name, objects and purposes, cap ital structure, duration, membership, the location of its principal or registered office, and t he requirements relating to the form, registration and publication of such deed or instrument, and the particulars to be stated in the business letters of an economic interest grouping; (ii) requirements relating t o t h e k e e p i n g o f r e c o r d s with respect to the transactions and financial position of the groupi ng, and other accounting, auditing, reporting and disclosure obligations; (iii) rules in respect of the administration and management of the grouping and of the administrative and management organs of the grouping, including the powers and responsibilities of the directors, and holding of meetings of the members, the keeping of registers of members and such other records as may be prescribed; (iv) rules governing the rights and obligations of the members, the admission, cessation or expulsion 268 CAP. 386.] COMP ANIES of members, the rights of members to share in the profits of the grouping and in its residual assets on liquidation and their liability to contribute to losses; (v) rules governing the conversion, dissolution and winding up of an economic interest grouping, including the appointment of a liquidator, and his powers and responsibilities; (vi) rules providing for the possibility of cross- border and transnationa l economic interest groupings, including European Economic Interest Groupings, enjoying the same capacity in two or more states by virtue of their registration in one state; for the regulation of the formation, constitution and recognition of such groupings; and providing for the application of any regulations made by virtue of this sub- article to such groupings with such exemptions, variations or modifications as may be established; (vii) the fees that may be levied in relation to the registration of groupings referred to in this sub- article, or categorie s of such groupings; (viii) the articles of this Act which shall apply to economic interest groupings, or to particular categories thereof, subject to such conditions and with such exemptions, modifications and variations as may be deemed appropriate. (4) The Minister may make detailed regulations - (a) for the purpose of allowing a body corporate, formed and incorporated or registered in a country other than Malta, to be continued as or be converted into a body corporate in accordance with this Act and under the applicable laws of Malta, (b) for the purpose of allowing the continuance or conversion of a body corporate registered under this Act as a body corporate incorporated or registered under the laws of a country other than Malta, and (c) for the purpose of allowing one or more bodies corporate, formed and incorporated or registered in a country other than Malta, to carry out a cross-border merger or cross- border division with or otherwise involving a body corporate established or to be established in accordance with this Act and under the applicable laws of Malta. Such regulations may establish requirements in relation to the procedures to be followed and the documentation, undertakin gs and information to be supplied to the Registrar for the purpose of carrying out any such continuance, cross-border conversion, cro ss- border merger or cross-border division and the rules may furthe r authorise the Registrar to issue guidelines stipulating such fu rther conditions and requirements as th e Minister may d eem appropriat e, COMP ANIES [CAP. 386. 269 and different regulations and guid elines may be i ssued for diff erent categories or classes of cases. (5) The Minister may by regulations provide for the formation, constitution and regulation of European Companies (SE). In this sub-article, a European Company (S ocietas Europea or SE) refers to a company set up within the territory of the European Union on the conditions and in the manner laid down in Council Regulation 2157/2001 of 8 October 2001 on the Statute for a European Company (SE). (6) The Minister may make regul ations to transpose, implement and give effect to the provisions and requirements of Directive s, Regulations and any other legisla tive measures of the European Union requiring transposition and, or implementation, as they may be amended from time to time, including any implementing measures that have been or may be issued thereunder. (7) Regulations made under any of the provisions of this Act may be made in the English language only. (8) Where in respect of any of the services or other acts to be performed by the Registrar a f ee is prescribed under sub-articl e (1), the regulations may prescribe that the Registrar may decline to perform such service or other act until the appropriate fee is paid; and that any instrument, notice, return or other document deliv ered, given or forwarded to the Registrar under this Act shall, if a fee is prescribed as aforesaid in resp ect of the registration or publi cation thereof, be deemed not to have been delivered, given or forward ed as required by this Act until the appropriate fee is paid. (9) The Minister may prescribe r egulations for electronic filin g and, or electronic signing of notices required by this Act, ele ctronic signatures, the issuing of elect ronic certificates, letters, an d any other documents issued by the Registrar and any other ancillary matters. (10) The Minister may by regulations on the holding of annual general meetings, extend the term for the holding of the annual general meeting and for the laying and approval of accounts. In addition to that the Minister may by regulations provide for suspension of any periods for the holding of general meetings, whether ordinary or extraordinary, and to the holding of virtua l annual general meetings and other meetings. (11) The Minister may make regulations for the better carrying out of any of the provisions of sub-article (1) of article 218, and may, without prejudice to the generality of the foregoing, by s uch regulations suspend the right of any of the persons mentioned i n the said sub-article to file a winding up application in terms of t he said sub-article (1) of art icle 218 and article 214. (12) The Minister may make regulations for the better carrying out of any of the provisions o f article 316, and may, without prejudice to the generality of the foregoing, by such regulatio ns suspend even retrospectively the application of the provisions of 270 CAP. 386.] COMP ANIES the said article 316. (13) The Minister may make regulations for the better carrying out of any of the provisions of article 223, and may, without prejudice to the generality of the foregoing, by s uch regulations prescribe new rules in relation to the deemed date of dissolution of a company. (14) The Minister may make regulations in relation to large undertakings which fall under his responsibility, to establish procedures to ensure compliance with this Act regarding corporate sustaina bility reporting. Breach of regulations. Amended by: L.N. 425 of 2007; X. 2011.72.